Eddy Wymeersch

Comparative corporate governance : essays and materials

The German two-tier board (Aufsichtsrat) - a German view on corporate governance, Kalus J. Hopt The Cadbury report, two years later, John C. Shaw Institutional investors as corporate monitors in the U.K., Paul L. Davies Holding companies in Belgium, Eddy Wymeersch The corporate governance debate in Belgium, Francois Vincke A note on the typology of financial systems, Erik Berglof Path dependence, political options and governance systems, Mark J. Roe Trends in Japanese corporate governance, Hideki Kanda Corporate governance and corporate performance - a comparison of Germany, Japan and the U.S., Steven N. Kaplan. Materials - United Kingdom, USA, Canada, France, Germany, The Netherlands, Belgium.

The Structure of Financial Supervision in Europe: About Single Financial Supervisors, Twin Peaks and Multiple Financial Supervisors

In Europe, several models for financial supervision have developed over time: from the traditional three-pillar or institutional model (banking insurance and securities), via the intermediate ‘twin peaks’ model, which is closer to a functional approach, to the single or integrated model. Many elements, including market structure, historical and political factors, have determined each State’s choice in favour of one of the models. Several States have recently tried to find more efficient and less costly supervisory schemes. A comparative analysis of the features of these models gives indications about the drivers for choosing one of them and the pros and cons that have been advanced. The actual situation in each of the EU States is described. Some conclusions are drawn as to the regulatory structure at EU level.

The Structure of Financial Supervision in Europe: About Single, Twin Peaks and Multiple Financial Supervisors

In Europe three models of financial supervision are being practised: a three pillar model (banking, insurance and securities), a two pillar model (prudential v. conduct of business) and an integrated model (all types of supervision under one roof). This paper gives an overview of the models followed in each of the European states, and analyses the characteristics of the different models. Although the choice for a specific model is determined by political, historical and path dependence factors, recently a trend for integration has become visible. The paper attempts to compare to pros and cons of the different models.

State of the Art: A Review Essay on Comparative Corporate Governance: The State of the Art and Emerging Research@@@Comparative Corporate Governance: The State of the Art and Emerging Research

Preface PART I: ROOTS AND PERSPECTIVES OF CORPORATE GOVERNANCE 1. Historical Roots (a) Corporate Governance in Late 19th Century Europe and the US: The Case of Shareholder Voting Rights (b) Corporate Governance and Multinational Enterprise in Historical Perspective Discussion Report 2. Emerging Markets Inventing a Corporate Monitor for Transitional Economies: The Uncertain Lessons from the Czech and Polish Experiences Discussion Report 3. Securities Regulation Empowering Investors: A Market Approach to Securities Regulation Discussion Report PART II: BUILDING BLOCKS OF CORPORATE GOVERNANCE SYSTEMS 4. The Board (a) The German Two-Tier Board: Experience, Theories, Reforms (b) Empirical Evidence and Economic Comments on Board Structure (c) The Practice of the German Aufsichtsrat (d) The Relationship Between Board Composition and Firm Performance (e) The Corporate Directors Fiduciary Duty of Care and the Business Judgement Rule Under US Corporate Law Discussion Report 5. Labor Co-Determination and Labor Markets (a) Economics of Labor Co-Determination in View of Corporate Governance (b) German Co-Determination and German Securities Markets (c) A Note on Labour and Corporate Governance in the UK (d) Employee Stock Ownership in Economic Transitions: The Case of United Airlines Discussion Report 6. Financial Intermediaries (a) Bank Equity Holdings in Non-Financial Firms and Corporate Governance: The Case of German Universal Banks (b) German Banks and Corporate Governance: A Critical View E.Wenger and C. Kaserer (c) The Role of Financial Intermediaries and Capital Markets (d) Shareholder Representation and Proxy Voting in the European Union: A Comparative Study Discussion Report 7. Capital Markets and Venture Capital (a) Going Public: A Corporate Governance Perspective (b) Market Failure in Venture Capital Markets for New Medium and Small Enterprises Discussion Report 8. The Market for Corporate Control (a) Bank Control, Takeovers, and Corporate Governance in Germany (b) Takeovers in Germany and EU Regulation: Experience and Practice (c) Jurisprudential and Transactional Developments in Takeovers Discussion Report 9. Disclosure and Auditing (a) Required Disclosure and Corporate Governance (b) Disclosure and Auditing as Affecting Corporate Governance (c) Disclosure and Auditing: A German Auditors Perspective Discussion Report 10. Lenders as a Force in Corporate Governance (a) Lenders as a Force in Corporate Governance: Enabling Covenants and the Impact of Bankruptcy Law (b) Combining Arms-Length and Control-Oriented Finance: Evidence from Main Bank Relationships in Sweden (c) Lenders as a Force in Corporate Governance: Criteria and Practical Examples for Switzerland Discussion Report PART III: COMPARATIVE CORPORATE GOVERNANCE 11. Understanding Japanese Corporate Governance (a) Japanese Corporate Governance as a System (b) The Economics of Corporate Governance in Japan (c) Notes on Corporate Governance in Japan Discussion Report 12. Comparative Corporate Governance Research (a) Institutional Investors and Corporate Monitoring: A Demand-Side Perspective in a Comparative View (b) Comparative Corporate Governance--Country Report: Japan (c) A Survey of German Corporate Governance (d) A Status Report on Corporate Governance Rules and Practices in Some Continental European States Select Bibliography Country Index Subject Index

Is a Directive on Corporate Mobility Needed

After a short historical introduction, this paper argues that corporate mobility remains a real political issue. To clarify matters, it proposes to distinguish between a formal seat transfer, being the choice of a different legal regime, and a de facto seat transfer that would not affect the applicable company law, the host State not being entitled to apply its company law rules. A future directive should be based on this distinction, prescribing the formalities for the former and stating clearly the consequences of the latter, thereby also defining the limits within which the ‘general good’ can be invoked.

Global and Regional Financial Regulation, the Viewpoint of a European Securities Regulator

This paper gives an overview of the efforts, worldwide and on a regional i.e. European level basis for introducing more effective and better harmonised financial regulation. Recent initiatives especially the work of the G 20 and the creation of the Financial Stability Board (FSB) indicate greater interest for worldwide coordination of financial regulatory intervention. The financial crisis has however dealt a serious blow to previously existing international dialogue, and the fear exists that the main regulators would withdraw on their national battlefields. Major changes in the supervisory architecture are planned in the European Union: a proposal has been tabled to introduce a coordinated approach to regulation and to monitoring the way existing regulations are applied by putting into place a European system of Financial Supervisors. At the same time a new European Systemic Risk Board will be created. These, and comparable changes in the US may contribute to reactivate the regulatory dialogue.

Europe's new financial regulatory bodies

Starting on 1 January 2011, the EU has reorganised its system of financial regulation and supervision by installing several supervisory bodies. The background of these decisions and the main characteristics within the wider institutional and political system of financial supervision, as well as the analysis of their legal powers, deserve attention.

Corporate Governance and Financial Stability

The relationship between corporate governance and financial stability is an intermediate one. Firms have no obligation to take financial stability into account except when the law or the applicable regulation imposes it. In several fields this is the case: regulation of auditors or credit rating agencies are motivated by financial stability issues. Shortcomings in the governance of large financial and other groups have indicated that these may trigger systemic risks. The paper mentions a few fields where - apart from regulations directly applicable to the firms that triggered the crisis - corporate governance rules should be strengthened to avoid systemic crises to develop again: management remuneration, the role of the CEO and the composition of the boards, accounting and valuation issues are already on the political agenda. The paper leaves it open whether these provisions have to be introduced by way of hard law, or whether existing systems of soft regulation would suffice.

Company Law in Turmoil and the Way to “Global Company Practice”

The events of 2000–2002 have considerably changed corporate life. What will be the effect on developments in company law, especially in Europe? This paper stresses the “transmission” role of the financial market, and of specific “transmission belts” (for example, auditors, bankers, consultants). It predicts the outcome will be the emergence of a voluntary “international company practice”, heavily influenced by the requirements and characteristics of the dominant financial market(s). The year 2002 saw massive new regulation in the US: this will accelerate the development of international company practice, albeit in a less voluntary fashion. Tensions in the effects of the Sarbanes-Oxley Act in Europe are numerous. However, auditor registration excepted, the paper suggests that these can be overcome by referring back to the underlying policies and principles.

Comparative Study of the Company Types in Selected EU States

The purpose of this paper consists of giving an overview of the way company laws in some European states have been dealing with the dividing line between closely held companies limited by shares, and those that have gone public or have widely distributed shares. It analyses whether a case can be made for regrouping the rules relating to “public” companies in a single body of law, a discussion that is going on in Germany. Also analysed is the question to what extent other jurisdictions have a fully mandatory companies act, comparable to the German “Satzungsstrenge”.