Corporate groups regulation in Europe. This post comes from Tobias Tröger, LLM’04.

November 18, 2014 in Uncategorized by Anastasia A. Tolu, M.Jur. CGC Site Administrator

In a forthcoming book chapter that I presented at Fordham Corporate Law Center in March, 2014, I contrast the recent European initiatives on regulating corporate groups with alternative approaches.

I find that the European Commission’s proposal to submit (significant) related party transactions to enhanced transparency, outside fairness review, and ex ante shareholder approval is flawed in its design and based on contestable assumptions that institutional investor voting is sufficiently informed. In particular, the contemplated exemption for transactions with wholly owned subsidiaries allows controlling shareholders to circumvent the rule extensively. Moreover, vesting voting rights with (institutional) investors will not yield the informed assessment that is hoped for because these investors will rationally abstain from actively monitoring controlling shareholders’ pertinent transactions. Institutional investors will also rely largely on proxy advisory firms, while the competency of these firms in analyzing non-routine related party transactions remains questionable.

I further delineate that the contemplated recognition of an overriding interest of the group requires strong counterbalances to adequately protect minority shareholders and creditors. Hence, if the Commission choses to go down this route it might end up with a comprehensive regulation that is akin to the unpopular Ninth Company Law Directive in spirit, though not in content.

More information on the book chapter: Troeger, Tobias H., Corporate Groups (September 22, 2014). SAFE Working Paper No. 66. Available at SSRN.

Tobias is a Professor of Private Law, Business and Trade Law at Goethe University, Frankfurt, Germany.

 

— Anastasia Tolu, Corporate Governance site administrator

November 19, 2014

LUISS Summer School on European and Comparative Company Law

May 28, 2014 in Uncategorized by tlc-admin

LUISS Guido Carli, in cooperation with Leiden University and under the aegis of the Centre for European Company Law (CECL), has launched its first Summer School on European and Comparative Company Law, which will take place in Rome, from July 7 to July 19, 2014.  Several people associated with the concentration (Luca Enriques, Nomura Visiting Professor of International Financial Systems in 2012-2013 at HLS, where he taught Comparative Corporate Governance in the Concentration, Jan Lieder, LL.M. ’09, Pavlos Masouros, LL.M. ’09, Federico Raffaele, LL.M. ’12) will be on the faculty for the event.  If you or someone you know might be interested in this program, please go to the website for more information.    http://summercompanylaw.luiss.it/

Disclosure and Financial Market Regulation

May 6, 2014 in Uncategorized by tlc-admin

This post comes from Sergio Gilotta, LL.M. 09. Sergio is currently assistant professor at the University of Bologna.  Luca Enriques is currently a professor at LUISS, in Rome, and will shortly join Oxford. Luca co-taught the concentration at Harvard in 2012–2013.

In a recent paper, prof. Luca Enriques and I discuss the role of disclosure in financial market regulation. Focusing mainly on issuer disclosure, we recall the various goals that academics and policymakers associate to disclosure-based regulatory techniques and discuss the rationales in support of mandatory, as opposed to voluntary, disclosure. We highlight the limits of disclosure as a regulatory technique and the costs – both direct and indirect – it involves. We conclude by addressing few selected issues that, in our view, are particularly representative of the challenges that today’s policymakers face in the area of mandatory disclosure.

The paper is a draft chapter for a forthcoming volume, The Oxford Handbook on Financial Regulation, edited by Eilís Ferran, Niamh Moloney, and Jennifer Payne, (Oxford University Press) and can be found in full text here.

The Type of Corporate Lawyer Ghana Needs. This post comes from Robert Clegg, LLM’14

April 11, 2014 in Uncategorized by Robert Clegg

Robert Nii Arday Clegg, LLM ’14 is the Founder and Head of Chambers at Clegg & Associates, a law firm in Accra, Ghana.

On Thursday March 27, 2014, the “Daily Graphic”, Ghana’s biggest-selling newspaper published a full-page opinion piece written by Robert with the title, “The Type of Corporate Lawyer Ghana Needs”. In this article, Robert, who received his legal training in Ghana and practiced there for 7 years before coming to Harvard Law School, argues that the time has come for the Ghanaian corporate lawyer to acquire a new skill set.

As he points out, Ghana’s fast developing economy has made it an attractive destination for global business requiring the services of world-class corporate lawyers. He thus believes that legal education and training must be upgraded to give corporate law students skills in analytical methods, business strategy and corporate governance. To him, these would enable Ghana to develop local talent in order to meet  a whole array of corporate needs including the commercial courts, securities market, businesses, law-making and top-notch transactional legal advisory services.

The full text of the article can be found here.

New Rules for Corporate Groups in Europe (Fordham’s Corporate Law Center, March 27, 2014). This post comes from Tobias Tröger, LLM’04.

March 26, 2014 in Uncategorized by Anastasia A. Tolu, M.Jur. CGC Site Administrator

Tobias is currently a Professor of Private Law, Trade and Business Law, Jurisprudence at Goethe-University Frankfurt, Institute of Private-and Business Law.

On Thursday, March 27, Tobias Tröger (LL.M. 04) will give a talk at Fordham’s Corporate Law Center on “New Rules for Corporate Groups in Europe” as part of the “Comparative Corporate Governance Distinguished Lecture Series”.

The talk will address two aspects of the European Commission’s Action Plan and its imminent implementation that focus on specific issues of corporate groups. The proposed rules on related party transactions will be evaluated with a particular view to institutional investors’ corporate governance preferences. Furthermore, the Commission’s intention to allow a parent company to push through measures serving the “group interest”  vis-à-vis subsidiaries will be evaluated with regard to investor protection.

More information on the event here.

— Anastasia Tolu, Corporate Governance site administrator

March 26, 2014