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Pris: 1890 SEK exkl. moms  |  Contents
Part I: A Framework for a Modern Company and Takeover Law in Europe: Common Regulatory Issues
1. The Need for a Regulatory Framework:
EU Company Law at the Cross-Roads , Jaap Winter
An Agenda for Reform: Company and Takeover Law in Europe , Gerard Hertig and Joseph A. McCahery
Trusteeship and Conflicts of Interest in Corporate, Banking and Agency Law Toward Common Legal Principles for Intermediaries in the Modern Service-Oriented Society , Klaus J. Hopt
2. Regulation of Corporate Governance, in Particular Disclosure
Disclosure and Corporate Governance: An Overview Essay , Reinier Kraakman
Disclosing Disclosure: Europe's Winding Road to Competitive Standards of Publication of Company-Related Information , Hanno Merkt
3. Modern Company Law-Making
About Techniques of Regulating Companies in the European Union , Eddy Wymeersch
Part II: Corporate Governance: Inside the Corporation
4. Board Structure, in Particular the Role of Non-Executive and Supervisory Directors
Post-Enron Developments in the United Kingdom , Paul Davies
Corporate Scandals Across the Globe: Regulating the Role of the Director , Jennifer Hill
5. The Remuneration of Executive and Non-Executive Directors
Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives , Guido Ferrarini and Niamh Moloney
Accounting for Share-Based Remuneration , Kimberley Crook
6. The Responsibility of the Management and of the Board and Its Enforcement
The Responsibility of the Management and Its Enforcement , Holger Fleischer
7. The Role of the Shareholder
The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making , Eilis Ferran
8. The Auditors
Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms , John C. Coffee, Jr.
Corporate Governance and Auditor Independence: The Battle of the Private Versus the Public Interest , Werner F. Ebke
Part III: Corporate Governance: The Market for Corporate Control and the Level Playing Field
9. American Experience and EU Perspectives
An American Perspective on Anti-Takeover Laws in the EU: The German Example , Jeffrey N. Gordon
Why Continental European Takeover Law Matters , Allen Ferrell
The Economics of the Proposed European Takeover Directive , Joseph A. McCahery, Luc Renneboog, Peer Ritter, and Sascha Haller
Reciprocity in Takeovers , Marco Becht
10. The Proposed Break-Through Rule
Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? , John C. Coates IV
Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive? , Peter O. Mulbert
11. Mandatory Bids, Squeeze-Outs and Similar Transactions
Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process , Mike Burkart and Fausto Panunzi
The Mandatory Bid Rule in the Proposed EC Takeover Directive: Harmonization as Rent-Seeking? , Luca Enriques
Annex 1: Commission of the European Communities Modernising Company Law and Enhancing Corporate Governance in the European Union A Plan to Move Forward (21 May 2003)
Annex 2: Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids (10 January 2002)
Annex 3: Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe (4 November 2002)
Cases
Index
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