In the wake of the legality crisis that has affected a number of prominent companies in the last decade, studies have reinforced the growing conviction that the board of directors, as legally constituted in leading jurisdictions, is not able to balance the power of controlling shareholders and that of the company's executives. The perennial issue of the dynamic between corporate ownership and management has thus taken a far-reaching new turn that tends to favour larger and more effective participation and involvement of shareholders in corporate governance. Proceeding from the shareholder's perspective, this book examines the law of public companies in Italy, France, the United Kingdom, Germany, and the United States. Law professors from each of the five jurisdictions analyse the role of the shareholder as a member of the corporate organization and as an investor, with attention to the listing process, the size and relevance of the securities market, the ownership structure of public companies, the division of powers within the company, the role of the general meeting of shareholders, minority rights, remedies, public authorities, and takeovers. As might be expected, the debate is quite heated, covering such topics as the following: how institutional investors are changing the terms of the collective action problem; ever-increasing political and public demands for more disclosure and transparency; conflicts of interest among controlling shareholders; convergence of the traditional 'insider' and 'outsider' financial systems; internal agreements protecting the position of minority shareholders; and directors' remuneration. The authors describe a number of possible mechanisms designed both to balance directors' and managers' powers and promote efficiency - proposals that also represent a means to offer legitimacy for the modern company towards society as a whole. This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

Is European Corporate Governance really dysfunctional? An analysis of European reform proposals based on new, comparative evidence.

This book advances an innovative, multi-jurisdictional argument for the necessity of company law reform to reorient companies towards environmental sustainability.

In a market environment where economic actors conduct themselves as diligent and conscientious managers, the regulation of related party transactions (RPTs) would be largely irrelevant. Unfortunately, the corporate reality is far from an ideal world that is innocent of market abuse and corporate fraud. It remains necessary to protect minority shareholders from the wrongdoings of majority shareholders and to protect all shareholders from opportunistic managerial behaviour. This timely book – the first on the subject since implementation of the European Union’s (EU’s) revised Shareholders’ Rights Directive – provides in-depth analysis of how and to what extent RPTs are covered by existing legal requirements on capital protection and corporate group regulation, highlighting experiences and strategies adopted in Germany, Poland, and the Netherlands as examples for Eastern European countries and in particular Ukraine. Beyond his comparative analysis of the current status, the author offers recommendations for more effective handling of RPTs, investigating such aspects as the following: what constitutes a corporate group and how group issues are regulated in the various legal systems; what constitutes a conflict of interest originating in ownership and control and what types of such conflicts occur; whether RPTs within corporate groups should receive special treatment relative to transactions outside groups; combatting corporate raiding, most often carried out through illegal seizure of corporate assets; approval and disclosure requirements for RPTs; and how information about RPTs is disclosed publicly. Drawing on resources including legislation, case law, scholarship, and intensive discussions with practicing lawyers from several jurisdictions, the author underscores the imperative of establishing limitations and requirements that oblige a company’s officers, shareholders, and other potential related parties to follow certain rules whenever they wish to enter into an RPT. As a contribution to the debate about the convergence between EU corporate law and that of major eastern European states, the book has no peers. Practitioners in both East and West who advise on compliance with regulations for RPTs or represent stakeholders’ interests against abusive RPTs will ensure appropriate remedies and protection mechanisms for their clients.

Description of the Product: • 100% Updated with Latest Syllabus Questions Typologies: We have got you covered with the latest and 100% updated curriculum • Crisp Revision with Topic-wise Revision Notes & Smart Mind Maps: Study smart, not hard! • Extensive Practice with 500+ Questions & Self Assessment Papers: To give you 1000+ chances to become a champ! • Concept Clarity with 500+ Concepts & Concept Videos: For you to learn the cool way—with videos and mind-blowing concepts • 100% Exam Readiness with Expert Answering Tips & Suggestions for Students: For you to be on the cutting edge of the coolest educational trends