Europe Needs a Business Law. What Would It Look Like?

By Jan H. Dalhuisen April 12, 2024 by renholding

Globalization, whatever its problems, has created international flows of goods and other items that in value far exceed the GDP of the largest states (or combinations of them like the EU). and so it may lay claim to its own …

Death by a Thousand Cuts: The Hostile Bids Regime in Europe, 2004-2023

By Luca Enriques and Matteo Gatti March 25, 2024 by renholding

In 2004, the European Union (EU) adopted the Takeover Directive, a framework statute aimed at regulating corporate control transactions and takeover bids targeting EU listed issuers. The Directive, amidst aspirations of fostering a unified market for corporate control and ensuring …

Skadden Discusses Increasing Shareholder Activism in Europe

By Armand W. Grumberg, George Knighton and Simon Toms February 23, 2024 by renholding

Key Points

The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets.
Many activists surveyed believe that France offers them good opportunities.
Most of the companies surveyed said they have

…

Cleary Gottlieb Discusses How U.S. Securities Laws Apply to a Bail-In of UK or European Bank

By Andrew Bernstein, John Brinitzer, Amelie Champsaur, David Gottlieb and Sarah Lewis October 27, 2023 by renholding

On October 10, 2023, the Financial Stability Board (the “FSB”) published a report (the “FSB Report”)[1] that examined the international resolution framework as applicable to global systemically important banks (“G-SIBs”). In its examination, the FSB Report stated that the …

ISS Discusses Dual-Class Share Structures in Europe

By Paul Hodgson February 13, 2023 by renholding

While unequal voting structures in the U.S. are commonly associated with technology and media companies, there is no such industry specific tendency in Europe – with its tradition of so-called “loyalty shares” and government ownership. This paper surveying dual class

…

From “Corporate Social Responsibility” to “Corporate Social Liability”?

By Karl Hofstetter December 9, 2022 by renholding

The debate about corporate social responsibility has recently moved into new territory: the establishment of what can be called corporate social liability or CSL. CSL goes beyond classic tort and company law and may result in vicarious liability of …

When Should You Abstain? A Call for a Global Rule of Insider Trading

By Ido Baum and Dov Solomon November 9, 2021 by renholding

The core concepts of securities regulation tend to be similar across jurisdictions. However, there are differences that may seem small and insignificant at first glance but in fact generate the potential for arbitrage by the kind of sophisticated actors that …

Comparative Corporate Governance

By Afra Afsharipour and Martin Gelter August 16, 2021 by renholding

With the increasing internationalization of law and legal scholarship, comparative corporate governance has seen a burgeoning volume of research from a practical, theoretical, and empirical perspective. Practically speaking, both internationally and within individual countries, most corporate governance research deals with …

National Blockchain Laws Are a Threat to Capital Markets Integration

By Matthias Lehmann August 3, 2021 by renholding

Since its creation in 2008, the blockchain has seemed incompatible with legal constraint. Satoshi Nakamoto, the pseudonymous inventor of Bitcoin, hailed the blockchain’s “unstructured simplicity.” Even now, apostles of distributed ledger technology (DLT) strongly resist the idea that …

A Social Enterprise Company in EU Organizational Law?

By J S Liptrap July 30, 2021 by renholding

In my recent article, A Social Enterprise Company in EU Organizational Law?, I discuss the present and future regulation of social enterprises in Europe. For the moment, social enterprises – like other “social economy” organizations – have been harnessed …

Prosocial Antitrust

By Amelia Miazad March 25, 2021 by renholding

Recent developments have placed antitrust law on a collision course with corporate purpose. In a new paper, I reveal the unforeseen negative impacts of this conflict and provide a roadmap for avoiding them.

Businesses and investors are increasingly embracing …

The Duty to Disclose Inside Information: The Subtle Relationships Within the European Market Abuse Regulation

By Mathijs Giltjes and Arnoud Pijls February 11, 2021 by renholding

In our recent paper we discuss the European regime governing the disclosure of inside information. In particular, we try to find an answer to the question of which duties of the disclosure regime have been violated in two situations: where …

How Corporate Governance Affects the Success of Initial Public Offerings

By Marina Brogi, Valentina Lagasio and Valerio Pesic December 8, 2020 by renholding

In our recent paper, Can Governance Help in Making an IPO “Successful”? New Evidence from Europe, we find that corporate governance affects company performance after an IPO in different ways. We consider an IPO to be successful if it …

The European Commission Considers “Short-Termism” (and “What Do You Mean by That?”)

By John C. Coffee, Jr. November 16, 2020 by renholding

The European Commission retained Ernst & Young (“EY”) to undertake a detailed study of “short-termism” and, implicitly, to report whether it was a major roadblock to more sustainable corporate governance. Their study was then presented at a three day international …

Cooperation in Securities Market Regulation: Perspectives from Australia

By Jennifer G. Hill July 13, 2020 by renholding

The global financial crisis highlighted the interconnectedness of international financial markets and the risk of contagion it posed. The crisis also emphasized the importance of supranational regulation and regulatory cooperation to help address and ameliorate that risk.

Yet, although capital …

The Fall of Wirecard

By Todd H. Baker July 8, 2020 by renholding

In the public imagination, Wirecard was Germany’s biggest tech company success story – a €24 billion high-growth payment processor doing deals across the globe and pioneering new technologies. While naysayers complained about its opaque corporate and financial practices and raised …

Cleary Gottlieb Discusses European Merger Control During the Pandemic

By Nicholas Levy, Richard Pepper, Anita Ng and Géraldine Babin May 21, 2020 by renholding

As the COVID-19 pandemic causes commercial and financial difficulties, many businesses will be considering M&A to address strategic issues, take advantage of market opportunities, and, in some cases, ensure their survival. This memorandum considers the merger control implications of the …

COVID-19: A Global Moratorium for Corporate Bonds

By Horst Eidenmüller, Luca Enriques and Kristin van Zwieten March 27, 2020 by renholding

The alarming prospect of widespread defaults by viable firms caused by the COVID-19 pandemic has prompted various proposals for financial assistance from states. But firms might face financial distress before these measures become effective. Smaller firms with concentrated debt may …

The Fuel that Runs the Corporate Investigation Machine

By Samuel Buell and Jennifer Arlen December 2, 2019 by renholding

The United States pursues more successful corporate criminal enforcement actions against large multi-national firms than any other country, collecting enormous penalties and occupying center stage in the global enforcement arena. U.S. dominance draws its horsepower and its torque from two …

Debevoise Discusses When to Disclose a European Deal

By James C. Scoville, Pierre Clermontel, Vera Losonci and Philippe Tengelmann May 20, 2019 by renholding

In Europe, when negotiating a transaction which may affect the market price of listed instruments of the parties, a key question arises: when to disclose it to the market? The short answer is as soon as possible unless you have …

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