Reforming Company and Takeover Law in Europe

This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European 13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13th directive and the EU company law action plan, providing commentary on the action plan, and critically assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongst European member states and between them and the United States are examined. The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflicts of interest. The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful annex. Contributors to this volume - Marco Becht Mike Burkart John C. Coates IV John C. Coffee, Jr. Kimberley Crook Paul Davies Werner F. Ebke Luca Enriques Eilis Ferran Guido Ferrarini Allen Ferrell Holger Fleischer Jeffrey N. Gordon Sascha Haller Gerard Hertig Jennifer Hill Klaus J. Hopt Reinier Kraakman Joseph A. McCahery Hanno Merkt Niamh Moloney Peter O. Mulbert Fausto Panunzi Luc Renneboog Peer Ritter Jaap Winter Eddy Wymeersch