Brexit, Butterflies and the International Organization of Securities Commissions (IOSCO)

in European Company and Financial Law Review (2020)

The International Organisation of Securities Commissions (IOSCO), Europe, Brexit, and Rethinking Cross-border Regulation: A Call for a World Finance Organisation

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 ▲]

The Societas Unius Personae (SUP): A Passport for Job Creation and Growth

in European Company and Financial Law Review (2015)

The European Model Company Act (EMCA), chapter on Groups of companies

in European Company and Financial Law Review (2013)

Director’s duties in groups of company: legalizing the interest of the group at the European Level

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

Mastering the financial crisis – The French approach

in European Company and Financial Law Review (2010)

Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy

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 ▲]

Shareholder Rigths Preceding Shareholder Meetings of Public Corporations - A Six Country Comparison

in European Company and Financial Law Review (2005)