Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.
{"title":"Steering Companies Towards Policy Objectives Through Mandatory Disclosure Rules in EU Law","authors":"António Garcia Rolo","doi":"10.54648/eucl2022006","DOIUrl":"https://doi.org/10.54648/eucl2022006","url":null,"abstract":"Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47940181","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Death Sentence For Eu Investment Treaties","authors":"Bouke Boersma","doi":"10.54648/eucl2022005","DOIUrl":"https://doi.org/10.54648/eucl2022005","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42976078","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Revolutionary and beneficial as it may be, the ever-increasing platform innovation effectuates regulatory issues that constitute a focal concern of the literature on platform governance. This article discusses, for the first time, the instrumental role of corporate governance in underpinning platform governance. Specifically, a stakeholder perspective provides a catalyst for the chemical combination of platform governance and corporate governance. While the stakeholder theory is not without criticism, the characteristics of online platforms lend extra support to the theory in the platform context. The article identifies several major mechanisms for channelling platform governance through corporate governance, i.e., board representation in an information capacity; independent directors; and stakeholder committees. In contrast, an economic analysis suggests that board representation in a voting capacity is not appropriate for the purpose of platform governance. As an ‘obiter dictum’, this article also challenges a position that corporate governance, which arose from traditional industrial capitalism, may impede platform innovation, which falls within the paradigm of the modern economy. It is demonstrated that corporate governance even in this traditional, shareholder-oriented formation provides an institutional framework that is conducive to entrepreneurship and innovation. Therefore, the new era of the platform economy highlights, rather than negates, the significance of corporate governance. Platform governance, online platform, corporate governance, stakeholder theory, shareholder primacy
{"title":"Hello Platform Governance; But Never Ending Corporate Governance","authors":"Qiang (John) Cai","doi":"10.54648/eucl2022008","DOIUrl":"https://doi.org/10.54648/eucl2022008","url":null,"abstract":"Revolutionary and beneficial as it may be, the ever-increasing platform innovation effectuates regulatory issues that constitute a focal concern of the literature on platform governance. This article discusses, for the first time, the instrumental role of corporate governance in underpinning platform governance. Specifically, a stakeholder perspective provides a catalyst for the chemical combination of platform governance and corporate governance. While the stakeholder theory is not without criticism, the characteristics of online platforms lend extra support to the theory in the platform context. The article identifies several major mechanisms for channelling platform governance through corporate governance, i.e., board representation in an information capacity; independent directors; and stakeholder committees. In contrast, an economic analysis suggests that board representation in a voting capacity is not appropriate for the purpose of platform governance. As an ‘obiter dictum’, this article also challenges a position that corporate governance, which arose from traditional industrial capitalism, may impede platform innovation, which falls within the paradigm of the modern economy. It is demonstrated that corporate governance even in this traditional, shareholder-oriented formation provides an institutional framework that is conducive to entrepreneurship and innovation. Therefore, the new era of the platform economy highlights, rather than negates, the significance of corporate governance.\u0000Platform governance, online platform, corporate governance, stakeholder theory, shareholder primacy","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45056132","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Book review: Patryk Filipiak & Anna Hrycaj (Ed.), European Insolvency Proceedings: Commentary on Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings (Recast). European Company Law Series 17. Wolters Kluwer 2021.","authors":"B. Wessels","doi":"10.54648/eucl2022010","DOIUrl":"https://doi.org/10.54648/eucl2022010","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44675069","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
This article analyses the particular role played by soft law instruments (such as codes of corporate governance, codes of conduct, model law and other non-binding instruments) in sharping the legal framework applicable to European and American companies. It concludes that soft law is a very popular and successful girl nowadays, for legitimate reasons, but one that brings about a series of concerns as well. This article finds that soft law instruments upset the traditional hierarchy of sources of law and the distinction between civil law and common law countries. It also observes that soft law converges, and, in turn, provokes further convergence of the legal framework. Finally, it exemplifies (and criticizes) instances of transformation of soft law into hard law, accompanied by a general phenomenon of hardening of the legal framework, including because instruments sometimes labelled ‘soft law’ are in reality closer in effect to hard law. soft law, company law, corporate governance codes, codes of conduct, directives, regulations, recommendations, green papers, comply or explain, EMCA, MBCA, ALI Principles
{"title":"Codes and Model Laws: A EU-US Comparison of Their Role in Shaping Company Law","authors":"Raluca Papadima","doi":"10.54648/eucl2022007","DOIUrl":"https://doi.org/10.54648/eucl2022007","url":null,"abstract":"This article analyses the particular role played by soft law instruments (such as codes of corporate governance, codes of conduct, model law and other non-binding instruments) in sharping the legal framework applicable to European and American companies. It concludes that soft law is a very popular and successful girl nowadays, for legitimate reasons, but one that brings about a series of concerns as well. This article finds that soft law instruments upset the traditional hierarchy of sources of law and the distinction between civil law and common law countries. It also observes that soft law converges, and, in turn, provokes further convergence of the legal framework. Finally, it exemplifies (and criticizes) instances of transformation of soft law into hard law, accompanied by a general phenomenon of hardening of the legal framework, including because instruments sometimes labelled ‘soft law’ are in reality closer in effect to hard law.\u0000soft law, company law, corporate governance codes, codes of conduct, directives, regulations, recommendations, green papers, comply or explain, EMCA, MBCA, ALI Principles","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49012711","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Book review: Company Laws of the EU. A Handbook, Andrea Vicari, Alexander Schall eds, Beck- Nomos-Hart. 2020","authors":"Alessio Bartolacelli","doi":"10.54648/eucl2022009","DOIUrl":"https://doi.org/10.54648/eucl2022009","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46421039","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Russian corporate governance has traditionally been viewed as lacking in contrast to that of Western states. The major concern has been controlling shareholders’ expropriation of minority shareholders, especially in the setting of state-owned enterprises (SOEs). However, in recent years, the law and court treatment of minorities’ rights have taken a positive turn, drawing more investors to joint-stock companies (JSC), the Russian equivalent of US corporations. This article examines whether such developments sufficiently protect minority shareholders’ interests in the areas of (1) access to information, (2) controlling shareholder transactions, (3) takeovers by a controlling shareholder, and (4) dividend distributions. This article examines the formation and current state of the law and court practice in these areas, and proposes legislative reform, where appropriate. The article concludes that, although there is room for improvement, the law and the courts generally afford sufficient protections to minority investors, but the key factor that may boost the quality of corporate governance is minority shareholders’ active participation in corporate affairs, especially in the general meetings of shareholders. corporate governance, minority shareholder protection, Russian corporate law
{"title":"Do the Minority Shareholders of Russian Corporations Need More Protection?","authors":"Zhibek Mukhamedkarim","doi":"10.54648/eucl2022003","DOIUrl":"https://doi.org/10.54648/eucl2022003","url":null,"abstract":"Russian corporate governance has traditionally been viewed as lacking in contrast to that of Western states. The major concern has been controlling shareholders’ expropriation of minority shareholders, especially in the setting of state-owned enterprises (SOEs). However, in recent years, the law and court treatment of minorities’ rights have taken a positive turn, drawing more investors to joint-stock companies (JSC), the Russian equivalent of US corporations. This article examines whether such developments sufficiently protect minority shareholders’ interests in the areas of (1) access to information, (2) controlling shareholder transactions, (3) takeovers by a controlling shareholder, and (4) dividend distributions. This article examines the formation and current state of the law and court practice in these areas, and proposes legislative reform, where appropriate. The article concludes that, although there is room for improvement, the law and the courts generally afford sufficient protections to minority investors, but the key factor that may boost the quality of corporate governance is minority shareholders’ active participation in corporate affairs, especially in the general meetings of shareholders. corporate governance, minority shareholder protection, Russian corporate law","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47708817","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Having Company Law Fit More for a Digital Age","authors":"Dr Lina Mikalonienė","doi":"10.54648/eucl2022001","DOIUrl":"https://doi.org/10.54648/eucl2022001","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42407100","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
The European Banking Authority (EBA), one of the pillars of the European System of Financial Supervision, has a power to issue guidelines and recommendations, both representing soft-law instruments, in order to achieve effective and common regulatory and supervisory standards in the banking industry. In the recent decision (15 July 2021), the Court of Justice of the European Union clarified the power of the EBA to issue soft law instruments, a decision that has important repercussions on all European supervisory authorities. Court of Justice of the European Union, European Banking Authority
{"title":"The Broadening ‘Soft Law’ Powers of the European Banking Authority","authors":"Mariia Domina","doi":"10.54648/eucl2022004","DOIUrl":"https://doi.org/10.54648/eucl2022004","url":null,"abstract":"The European Banking Authority (EBA), one of the pillars of the European System of Financial Supervision, has a power to issue guidelines and recommendations, both representing soft-law instruments, in order to achieve effective and common regulatory and supervisory standards in the banking industry. In the recent decision (15 July 2021), the Court of Justice of the European Union clarified the power of the EBA to issue soft law instruments, a decision that has important repercussions on all European supervisory authorities.\u0000Court of Justice of the European Union, European Banking Authority","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46202635","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
It is very common to encounter commercial law regulations designed towards encouraging shareholders to make long-term investments in different jurisdictions in response to the issue of short-termism. Until a few months ago, EU Shareholder Rights Directive was seen as the most effective step, which was put into effect as of 3 September 2020, as regards the encouragement of long-term shareholder engagement. However, when the latest developments are considered, a new era has just started in Spain with Law No. 5/2021, which entered into force on 3 May 2021, regarding the duties and responsibilities of managers to increase shareholders’ long-term loyalty to listed companies by complying with the modifications envisaged by Directive 2017/828. This study, in light of what has been covered hitherto, examines the amendments (reform) brought by Law No. 5/2021 as well as evaluating its possible effects on the functioning of company law. Spanish Corporate Law Reform, Short-Termism, Shareholder Activism
{"title":"Evolutionary Developments in Spanish Corporate Law","authors":"Fatih Buğra Erdem","doi":"10.54648/eucl2022002","DOIUrl":"https://doi.org/10.54648/eucl2022002","url":null,"abstract":"It is very common to encounter commercial law regulations designed towards encouraging shareholders to make long-term investments in different jurisdictions in response to the issue of short-termism. Until a few months ago, EU Shareholder Rights Directive was seen as the most effective step, which was put into effect as of 3 September 2020, as regards the encouragement of long-term shareholder engagement. However, when the latest developments are considered, a new era has just started in Spain with Law No. 5/2021, which entered into force on 3 May 2021, regarding the duties and responsibilities of managers to increase shareholders’ long-term loyalty to listed companies by complying with the modifications envisaged by Directive 2017/828. This study, in light of what has been covered hitherto, examines the amendments (reform) brought by Law No. 5/2021 as well as evaluating its possible effects on the functioning of company law.\u0000Spanish Corporate Law Reform, Short-Termism, Shareholder Activism","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48638208","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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