122 research outputs found
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Convergence in shareholder law /
No full textOn the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Convergence of Shareholder Law not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced
Legal origins: reconciling law and finance and comparative law
No full textIn the last few years law and finance scholars have 'discovered' the usefulness of comparative law. Their studies look at the quantifiable effect that legal rules and their enforcement have on financial development in different countries. Moreover, they link their results with the long- standing distinction between Civil Law and Common Law countries. Whether this revival of 'legal families' is a useful way forward is, however, a matter of debate. The following article challenges these studies and looks for characteristic features which are more precise and meaningful than the use of legal families as such.legal origins, legal families, legal traditions, numerical comparative law, law and finance, law and development, Civil Law, Common Law
MATHIAS SIEMS, COMPARATIVE LAW (3RD ED.), CAMBRIDGE, CUP, 2022, PP. 570 (BOOK REVIEW)
No full textRecensione al volume di M. Siems (terza edizione, marzo 2022
Why do businesses incorporate in other EU Member States? An empirical analysis of the role of conflict of laws rules
No full textResearch in law, political science and economics has taken a strong interest in the way companies strategically incorporate in foreign jurisdictions. However, the empirical research about corporate mobility in the EU has so far been limited in two respects: it has focused on the analysis of foreign companies in the UK and it has mainly been concerned with differences in the costs of incorporation such as minimum capital requirements. This paper aims to fill these gaps. It is the first paper that presents data on incorporations of foreign businesses in the commercial registers of each EU Member State. It is also the first one to assess the impact of differences in the conflict of laws rules applicable to companies as they reflect the case law of the Court of Justice on the freedom of establishment. It finds that countries which have a clear-cut version of the ‘incorporation theory’ attract more incorporations than countries which have retained elements of the ‘real seat theory’. The paper also discusses the policy implications from these findings for EU harmonisation in this field
Shareholder Protection: A Leximetric Approach
No full textIn this paper we build a new and meaningful shareholder protection index for five countries and code the development of the law for over three decades. At-tributing and comparing legal differences by numbers is contrary to the tradi-tional way of doing comparative law and the use of a quantitative methodology to account for variations across legal systems has been subjected to some searching criticisms. However, we believe that with a cautious approach, it has the potential to open new vistas of research in the area of comparative law and as such should not be shunned. This paper provides an illustration of the inter-esting possibilities that diligent quantification of legal rules ('leximetrics') pro-vides for comparing variations across time series and across legal systems. For instance, our study finds, that in all of our panel countries shareholder protec-tion has been improving in the last three decades; that the protection of minority against majority shareholders is considerably stronger in 'blockholder countries' as compared to the non-blockholder countries and that convergence in share-holder protection is taking place since 1993 and is increasing since 2001. Fi-nally, our examination of the legal differences between the five countries does not confirm the distinction between common law and civil law countries.Shareholder protection, leximetrics, numerical comparative law, law and fi-nance, La Porta et al., LLSV, coding, comparative company law, comparative corporate law, comparative corporate governance, legal origins, legal development, convergence
Shareholder Protection Across Countries – Is the EU on the Right Track?
No full textAnlegerschutz, EU-Recht, EU-Staaten, Investor protection, Community law, EU countries
The End of Comparative Law
No full textFollowing the 1900 congress in Paris, the beginning of the 20th century saw comparative law emerge as a significant discipline. This paper suggests that the early 21st century is seeing the decline, or maybe even the 'end', of comparative law. In contrast to other claims which see the 21st century as the 'era of comparative law', there are at least four trends which give rise to pessimism: 'the disregard', 'the complexity', 'the simplicity', and 'the irrelevance' of comparative law. These phenomena will be explained in the body of this paper; the concluding part considers suggestions as to how to proceed further.Comparative law, numerical comparative law, legal culture, law and finance, World Bank, harmonisation, convergence, governance.
Making the Case for a Rome V Regulation on the Law Applicable to Companies
No full textThere is significant legal variation and uncertainty in the conflict of laws rules applicable to companies in the EU. While the case law of the Court of Justice on the freedom of establishment has clarified some questions, it is evident that case law cannot provide for an adequate level of legal certainty. The main recommendation of this article is that private international company law in the EU should be harmonized. The article discusses the main challenges that a future regulation to this effect—called here ‘Rome V Regulation on the Law Applicable to Companies’—would have to overcome. Some of those are of a political nature: for instance, countries may fear that it may become easier for companies to evade domestic company law (eg, rules of employee co-determination), and there are specific considerations that concern companies established in third countries. Another challenge is that a future regulation on the law applicable to companies has to be consistent with existing EU conflict of laws rules as regards, for example, insolvency and tort law, while also complying with the freedom of establishment of the Treaty. It is the aim of this article to discuss these questions in detail, notably the general considerations for harmonisation in this field, a potential harmonization based on the ‘incorporation theory’, how it may be possible to overcome some contentious issues such as the definition of the lex societatis or the relationship between the lex societatis and other areas of law, and the prospects for future international harmonization
Cross-border reincorporations in the European Union: the case for comprehensive harmonisation
No full textDespite recent decisions of the Court of Justice that liberalise inbound and outbound reincorporations, several Member States still prohibit these transactions or make them impossible or impractical. Even where reincorporations are available in principle, significant legal uncertainties often exist due to a lack of clear and interoperable rules. This situation may, for instance, jeopardise the interests of creditors and minority shareholders of the emigrating companies in circumstances where the involved jurisdictions do not provide for an explicit regulation of cross-border reincorporations aimed at protecting these stakeholders. Furthermore, when procedural rules are unclear or lacking, companies might be struck from the relevant register of the country of origin without being entered in the register of any other Member States. We argue that, as a consequence, harmonisation of the reincorporation process is necessary, and that it is desirable to reach a high minimum standard of creditor and minority shareholder protection
Diversity in Shareholder Protection in Common Law Countries
No full textAktionär, Anlegerschutz, Common Law, Shareholders, Investor protection
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