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See detailBrexit, Butterflies and the International Organization of Securities Commissions (IOSCO)
Conac, Pierre-Henri UL; Ruiz Fabri, Helene UL

in European Company and Financial Law Review (2020)

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See detailThe International Organisation of Securities Commissions (IOSCO), Europe, Brexit, and Rethinking Cross-border Regulation: A Call for a World Finance Organisation
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2020)

The need to promote cross-border regulation and cooperation between supervisors of financial markets has become acute ten years after the 2008 global financial crisis. This is due to a rise in extra ... [more ▼]

The need to promote cross-border regulation and cooperation between supervisors of financial markets has become acute ten years after the 2008 global financial crisis. This is due to a rise in extra-territorial legislation and cross-border access to foreign markets conditioned on “equiva- lence” and “deference” among jurisdictions. Brexit has made the issue more critical in Europe because the United Kingdom will rely on “equivalence” decisions on many aspects of its future cross-border financial relationships with the European Union. Equivalence decisions by the Eur- opean Commission are based on a technical assessment but also include a political dimension which can punish or reward the other party. It is not just a European issue since the financial world will be more connected in the next twenty years and will need to rely even more on cross-border cooperation and equivalence. In addition, the amount of bilateral equivalence assessments and decisions could very quickly become unmanageable with dozens of jurisdictions dealing with hundreds of various regimes. The global financial architecture needs to be adapted, market frag- mentation to be pre-empted, and international standards to become more granular. The Inter- national Organisation of Securities Commission (IOSCO), made up of all securities supervisors in the world, should play a leading role in cross-border regulation and deference. It is the interest of many Europeans countries, and not just the European Union, to be the driving force to strengthen IOSCO so that a more rule-based and cooperative system can prevail and prevent future market fragmentation. For this goal to be achieved, IOSCO should become a new treaty- based World Finance Organisation. [less ▲]

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See detailThe Conundrum of Hedge Fund Definition
Nabilou, Hossein UL

in European Company and Financial Law Review (2017), 14(1), 149-186

This Article attempts to define hedge funds and to distinguish them from a variety of similar investment funds. After reviewing the hedge fund definition in the U. S. and the EU, this Article argues that ... [more ▼]

This Article attempts to define hedge funds and to distinguish them from a variety of similar investment funds. After reviewing the hedge fund definition in the U. S. and the EU, this Article argues that the current regulatory framework, which defines hedge funds by reference to what they are not rather than to what they are, is prone to regulatory arbitrage. Even in the presence of a statutory definition, due to the ineluctable indeterminacy of language and regulatory arbitrage problems, borderline issues will persist, which makes statutory definitions of hedge funds neither possible nor desirable. Therefore, regulators should avoid the temptation of proposing such statutory definitions. Instead, they should rely on regulatory discretion within a broad principles-based regulatory framework to do so. For such a principles-based regulatory regime to work, regulators should rely on a functional definition of hedge funds. Accordingly, this Article defines hedge funds as privately organized investment vehicles with a specific fee structure, not widely available to the public, aimed at generating absolute returns irrespective of market movements (Alpha) through active trading and making use of a variety of trading strategies. This functional definition is likely to help address regulatory problems that might originate from statutory definitions of hedge funds. [less ▲]

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See detailThe Societas Unius Personae (SUP): A Passport for Job Creation and Growth
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2015)

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See detailProposal to Facilitate the Management of Cross-Border company Groups in Europe
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2015), 12(2), 299-306

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See detailRisky Business of Regulating Risk Management in Listed Companies
Zetzsche, Dirk Andreas UL; Enriques, Luca

in European Company and Financial Law Review (2013)

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See detailThe European Model Company Act (EMCA), chapter on Groups of companies
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2013)

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See detailDirector’s duties in groups of company: legalizing the interest of the group at the European Level
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2013), 2

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See detailMastering the financial crisis – The French approach
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2010)

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See detailUse and Abuse of Investor Suits - An Inquiry into the Dark Side of Shareholder Activism
Zetzsche, Dirk Andreas UL; Vermeulen, E.

in European Company and Financial Law Review (2010)

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See detailConstraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy
Conac, Pierre-Henri UL; Enriques, Luca; Gelter, Martin

in European Company and Financial Law Review (2007), 4(4), 491

All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these ... [more ▼]

All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and remedies are far from uniform across jurisdictions, possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction, typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different perspective and describe how three major continental European countries (France, Germany, and Italy) regulate dominant shareholders' self-dealing by looking at all the possible rules, doctrines and remedies available there. While the doctrines and remedies reviewed in this article are familiar enough to corporate lawyers and legal scholars from the respective countries, this is less true for many participants in the international discussion, which remains dominated by Anglophone legal scholars and economists. We suggest that some of these doctrines and remedies, namely the German prohibition against concealed distributions, the role of minority shareholders in the prosecution of abus de biens sociaux in France, and nullification suits in all three countries and especially in Germany and Italy, have not received the attention they deserve. [less ▲]

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See detailThe New French Preferred Shares: Moving towards a More Liberal Approach
Conac, Pierre-Henri UL

in European Company and Financial Law Review (2005), 2(4), 487

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See detailShareholder Rigths Preceding Shareholder Meetings of Public Corporations - A Six Country Comparison
Zetzsche, Dirk Andreas UL

in European Company and Financial Law Review (2005)

Detailed reference viewed: 66 (3 UL)