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Statutory arbitration clauses for the settlement of corporate law disputes are now expressly allowed under the newly introduced Swiss corporate law. Such clauses must comply with specific procedural requirements in favor of persons who may be directly affected by the legal effects of the arbitral award. In order to comply with those requirements and to ensure that corporate law disputes can be settled efficiently and effectively, the Swiss Arbitration Centre has issued the Supplemental Swiss Rules for Corporate Law Disputes, in force as from 1 January 2023. This paper proposes a few comments on the legal basis for statutory arbitration clauses and such supplemental rules, in particular how they address the legal requirements for the validity of the statutory arbitration clauses and for the proceedings based on such clauses. Furthermore, this paper discusses the impact of the bankruptcy of a Swiss joint stock company on the statutory arbitration clause provided for in its articles of association in case of a liability claim brought by creditors against members of the corporate bodies. [ABSTRACT FROM AUTHOR]

On 25 October 2017, the European Court of Justice ruled in the Polbud-case that a cross-border conversion is permitted on the basis of the freedom of establishment, even if the converted company does not conduct any economic activities in the new home Member State. On 25 April 2018, the European Commission proposed new company law rules to enable companies to make best of business opportunities in the EU's Single Market and to ensure that cross-border conversions, mergers and divisions are accompanied by adequate safeguards against abuse. This directive explicitly refers to the Polbud-case. In this article the Polbud-judgment is discussed in the broader context of cross-border conversions. Furthermore, the proposal of the European Commission is discussed and the antitax abuse provision thereof. [ABSTRACT FROM AUTHOR]

The main tools for the convergence of company law are full legal unification, mere harmonisation, and regulatory competition. The article uses this framework to study both the existing and the proposed European company forms (ECFs): the European Company, the European Cooperative Company, the European Private Company and the Single Member Company. All ECFs aim at legal unification, but none of them are endowed with comprehensively unified legal regimes; their regulation is patchy and stratified and suffers from heavy referencing to national law in crucial areas such as corporate governance and corporate groups. It is therefore no surprise that ECFs have failed to win the favour of European entrepreneurs, and the data on the diffusion of ECFs are not encouraging: a large proportion of the few registered ECFs are in fact only shell companies, and most of the operating ECFs are found only in selected parts of central Europe. This failure is the result of high setup, legal and reputational costs, not offset by sufficiently important benefits. The roots of the fiasco go deeper, however, as regulatory protectionism impedes the adoption of attractive supranational company forms. While acknowledging that forcing further cooperative convergence could be not only costly but also ineffective, it must be noted that to some extent non-cooperative convergence is already occurring, at least with reference to national company forms suitable for small companies. Here, in contrast with the cooperative/supranational level, the non-cooperative mechanism of regulatory competition needs not inevitably turn into regulatory protectionism but can instead be a positive source of emulation, causing the diffusion of effective national company forms and leading ultimately to spontaneous legal convergence without supranational intervention. EU company law makers should consider that in the field of ECFs no law might be better than bad law, thus avoiding the path of cooperative adaptation and trusting the uniforming force of regulatory competition instead. [ABSTRACT FROM AUTHOR]

Predictability and certainty are the distinctive features of English law as one of the leading choices to govern commercial contracts worldwide. Unfortunately, an area which cannot be praised for that is the 'Doctrine of Piercing the Corporate Veil'. This doctrine and its yet unresolved issues have been threatening nothing less than two cornerstone principles for commerce and modern economy: the separate corporate personality and limited liability. After many frustrated attempts to cast light on this field, the UK Supreme Court justices in Petrodel Resources Ltd v. Prest tried once again to provide clarity by circumscribing the doctrine to excessive narrow limits. However, by 'piercing' that apparent veil of clarity and by analysing three subsequent rulings this article demonstrates that the confusion underlying the decision has indeed aggravated the mess, paving the way to the emergence of an 'unnamed' and 'unrestricted' doctrine now spread among conventional remedies. [ABSTRACT FROM AUTHOR]

Fiduciary law is in a perpetual state of evolution - yet its application to corporate law remains a constant. This article examines the role of fiduciary law in limited liability companies (LLCs) and advances the view that the examination of the LLC/fiduciary nexus may instruct legal theorists as to whether fiduciary law has ethical origins or is strictly contract based. The analysis, the article concludes, helps understand whether fiduciary duties exist only if denoted in a contract, or whether there are overarching ethical and judicial principles that render certain business relationships fiduciary by nature. [ABSTRACT FROM AUTHOR]

A topic of discourse for over half a century, the Societas Europaea (the European Company)1 has much to offer. Notwithstanding its merits, this supranational corporate form has attracted much criticism. One of the major issues that has emerged on a recurrent basis is the question of the functional worth of this structure. In this context a discourse has ensued about its advantages and disadvantages from the perspective of its intended end-user. This paper will discuss the pro-business aspects of this entity (Part 2) before giving due consideration to its structural and functional deficits (Part 3), ending with suggestions for reform (Part 4). [ABSTRACT FROM AUTHOR]

The article presents information on the issues discussed including European Communities and European Union Citizenship and Commercial policy and Company law and Competition law and industrial policy and Fundamental rights and Relationship between national and Union law and list of abbreviations and the research papers in the periodical.

Corporate Social Responsibility (CSR) is globally understood although not a legally binding requirement for companies to adhere to. That is not to say that legislative and regulatory factors are not at play, such as through tax reductions or carbon credits. The way in which CSR plays out in different countries can be vastly different or undertaken for various reasons. The CSR interplay between companies located in the United Kingdom and those located in UAE are reviewed in this research in order to determine whether Western CSR aligns to Middle Eastern CSR in everyday application. It can be seen that there are two basic reasons why companies undertake CSR; each reason has multiple avenues to it. The main reasons would be for energy efficiency and for social inclusion. Whereas companies in the United Kingdom can be seen to implement CSR on a legislative level in terms of trying to create energy efficiency, reduce carbon imprint and avail of optimal tax advantage status it can be seen the companies in UAE implement CSR procedures with the socio-economic social inclusion factor at its core, in order to provide for citizens who are unable to provide for themselves and in order to offer a level of subsidy to all citizens in relation to fulfilling their basic needs of food, housing and education. [ABSTRACT FROM AUTHOR]

A jurisdiction such as the Scottish one, reputedly with solid Roman roots, is practically bereft of the fundamental concept of a deposit in the concluding passage of the missives. Conversely, the relevant 'ancestor' (Roman law) has been profoundly permeated, throughout the course of its history, by the notion of an arrha (the earnest) in the conclusion of a contract annexed to the transfer of heritable properties. Moreover, in contemporary times and outwith Scotland, a Continental jurisdiction (the Italian one) is resolutely lingering on the Roman caparra penitenziale while, ironically, the English system (comprehensively 'un-Roman' in its formation) has expressly adopted the 'deposit' as part of the closing particulars. These asymmetries, brim-full with inviting legal ingredients, seem, in the present work, to conjure up an intriguing and captivating plot worthy of an Indiana Jones' film, where the lost treasure can be deemed replaceable, for the distracted reader, by the ancient Roman notion of an arrha, so evidently not inherited by the contemporary Scottish jurisprudence. Ultimately, the contribution engenders the usual unsettling query: in the light of the phenomenology of the arrha so neglected in Scotland in contemporary times, is Scottish law still a mixed legal system or, conversely, a jurisdiction progressively getting closer to the English common law counterpart? [ABSTRACT FROM AUTHOR]

Sanctions imposed on listed companies in cases of breached disclosure obligations have steadily but rather slowly been moving towards a harmonized approach in EU corporate law. Without compromising the potential efficiency of these harmonisation measures, this article aims to propose an alternative method to increase the efficiency of sanctions. By focusing on the importance of time as an element that influences corporate decisions in relation to the breach of disclosure obligations, this article seeks to re-frame the importance of sanctions and to link their severity to time manipulation strategies that are potentially adopted by listed companies. This study argues that by linking sanctions and time, the legal framework would be likely to apply more severe sanctions, while adopting differentiated sanctions depending on which disclosure obligations are breached. This new approach aims to trigger a de facto harmonisation trend amongst regulators and judges at the national and EU levels. [ABSTRACT FROM AUTHOR]

The same metrics may not be appropriate for assessing the quality of corporate governance in different institutional environments and for different structures of corporate ownership. For example, it has been argued that the quality of corporate governance models in the Nordic region, with relatively high levels of concentrated ownership but with reportedly low levels of private benefits of control, is not fully reflected in established corporate governance indices that apply uniform metrics to different corporate governance systems. This paper argues that many established corporate governance indices use metrics that are less relevant in the context of concentrated ownership. This results in inaccurate comparisons of country-level corporate governance regulation. Corporate governance mechanisms should be analyzed and rated in the context of the relevant corporate environment, recognizing functionally equivalent mechanisms. The study identifies relevant attributes for regulation in concentrated ownership environments that can be used to develop more accurate corporate governance indices. [ABSTRACT FROM AUTHOR]

This article investigates the potential for regulatory competition within the legal framework of the Eurasian Economic Union (EEU). By comparing the legal structures of the EU and the EEU, this article outlines the ways in which regulatory competition is embedded in each of the legal frameworks of these integration areas. The empirical focus of this article is based upon the respective founding treaties, tax law and corporate law within each of the integration initiatives. The analysis shows that the EEU is attempting to emulate the integration process and the legal structures of the EU in several ways. However, due to the centralist tendencies within the EEU, there is little space for regulatory competition to emerge on the general institutional tier. The questions of whether and to what extent the EEU's legal framework will effectively enable regulatory competition are greatly dependent upon the particular area of law that is applied. [ABSTRACT FROM AUTHOR]

Corporate opportunities doctrines originated in Anglo-American law and were subsequently adopted by several continental European jurisdictions. The tests adopted for identifying corporate opportunities have important strategic consequences for a company, both from a law and finance and from an industrial perspective. This article analyses the connections between several versions of the theory of the firm and of corporate opportunities doctrines. It finds an increasing degree of convergence of different jurisdictions towards a test for identifying ‘corporate opportunities’ that is based either on a company’s ‘line of business ’ or on a company’s ‘interest’. Both tests seem to be inspired not only by the economic agency theory, as explained by law and finance scholars, but also by the objective of protecting a company’s specific investments, as described by Oliver Williamson. The objectives of containing both agency and hold-up costs seem to coexist in all the jurisdictions that are the objects of the present analysis, which foresees an intensification of the highlighted convergence. [ABSTRACT FROM AUTHOR]

Hawk and Huser, who started the legal debate on EU competition law relating to minority shareholdings, compared the evolving legal situation in the 1990s to shifting sands. More than two decades after their demand for a clearer approach, the situation has not substantially changed. The legal framework emerging from the recent Commission White Paper, entitled 'Towards a More Effective Merger Control', looks to be struggling in the midst of two kinds of shifting sands, that is, on the one hand, those pertaining to the uncertainty of current EU competition law on this matter and, on the other hand, those represented by evolving European corporate law and practice, among which are the increasing introduction of stronger minority shareholder rights, the diffusion of new forms of equity ownership, for instance the so-called morphable ownership, and the emergence of hybrid finance, especially in the banking sector. Such uncertainties at the corporate law level may suggest the opportunity to improve the proposed reform framework, redesigning thresholds, including the assessment of the anticompetitive effects of debt and hybrid financial instruments and eventually the decentralization of part or all of the application of the new rules at a national level. [ABSTRACT FROM AUTHOR]

Despite the fact that there has only been limited harmonisation of the rules on groups of companies in the EU, the Court of Justice of the European Union has often had to rule on cases involving groups of companies. The Court must make such rulings when considering how to treat groups of companies under Union law, including whether to treat a group as a single enterprise or as several companies. This article analyses the Court's approach to groups in various areas of Union law with a view to establishing when a group will be treated as a single enterprise. The Court has also had to consider whether national rules on groups of companies comply with the fundamental Treaty rules on freedom of movement. The latter part of this article analyses how the Court can be expected to examine whether national rules on groups discriminate against or impose restrictions on cross-border groups of companies. [ABSTRACT FROM AUTHOR]

This article points out a shift in the "human corporate self-apprehension" where profit maximization is not the sole reason for incorporation or investment. Public Benefit Corporation is a new type of a corporate vehicle. Its incorporation and functioning is regulated by the same legislation that applies to a traditional limited liability company. Its main distinctive attributes are corporate purpose, accountability of its management, and transparency requirements. Although, a Public Benefit Corporation does not impose any revolutionary amendments to the way the traditional corporations are, it offers a legal framework where public benefit is more important than profits. As a corporate entity, Public Benefit Corporation already exists in numerous jurisdictions and those jurisdictions that do not yet facilitate creation of this corporate form should most definitely consider it. [ABSTRACT FROM AUTHOR]

As opposed to other areas of company law, directors' duties have not been the subject of any extensive harmonization at the European level. The system of directors' duties in the EU continues to be characterized by a variety of approaches and legal strategies. However, the practical effect of the legal strategies deployed in the Member States, which have been in focus, is often quite similar. A very good example is the business judgment rule. The duty of loyalty shows greater variance than the duty of care. In UK law directors' duties are regulated in quite detailed manner, especially the duty of loyalty. But in Germany, France and the Scandinavian countries the duties are not comprehensively regulated and the law relies on general principles based on fiduciary and agency laws. [ABSTRACT FROM AUTHOR]

Directors in the financial services sector are accountable to regulators in respect of the discharge of these obligations and the history of enforcement by financial services regulators in the UK has shown that tough sanctions are meted out. Directors' duties in general corporate law are however owed to the company as a whole, and are enforced by the company, shareholders through derivative litigation or liquidators at winding up. Civil enforcement against directors in company law has been quiet in the UK in spite of the revelation of senior level failures in banks in the global financial crisis of 2007-9. Questions may be asked as to why the directors' duties regime in company law seems ineffective to address senior level weaknesses in the banks embroiled in crisis in 2007-9, and continue to appear unable to hold senior figures to account in the more recent episodes2 of bank malpractice and mis-selling. Further, with the advent of the regulatory regime governing senior persons' conduct in the financial services sector, it is queried whether the regulatory regime will become the main means of discipline for senior persons, making the directors' duties regime irrelevant. This article examines the relationship between the two legal regimes, and seeks to eludicate the role of regulatory governance of directors in the financial services sector alongside the directors' duties regime in company law. This article argues that directors' duties in company law serve different purposes from the regulatory regime for senior persons' conduct in the financial services sector, and hence the approach taken to separately regulate directors' conduct in financial services is a correct one. The regulatory regime is intended to encourage greater senior level internalisation of important public policy objectives that cannot be introduced in company law. It will be argued that the regulatory regime should be seen as a distinct mode of prudential and conduct regulation in financial services, and not as a form of governance that eclipses the enforcement of directors' duties under company law. The interface between the two regimes should not result in the marginalisation of the company law regime and can indeed lead to better mitigation of information asymmetry for the purposes of civil enforcement of directors' duties under company law. The article however provides some cautionary notes regarding the impact of the regulatory regime on directors' conduct which will inevitably overlap with their accountability under the company law regime. [ABSTRACT FROM AUTHOR]

The author reviews three recent Scottish cases in company law - Eastford v. Gillespie, Naxos and William Campbell. These cases add to the discussion of a number of issues in company law such as the role of the common law in the sections on directors' duties of the 2006 Companies Act, lifting the corporate veil and generally a director's civil liability for breach of statutory duty and in particular failure to arrange employers' liability insurance. The author critically evaluates these cases in the context of Scots law within the UK and explains how these can be seen to develop a distinct Scottish view on company law matters while contributing to the development of UK company law as a whole. The author also considers relevant legislative initiatives on the part of Scottish and UK governmental bodies and Parliaments. [ABSTRACT FROM AUTHOR]

This article examines the issue of directors' duties and civil liability from a Japanese perspective, particularly in the group context. Regulation of group companies has been widely discussed in the company law debates of Japan, but the article focuses on the reform initiative that resulted in the amendment of the Japanese Companies Act in 2014. Directors' duties and civil liability have always been central in company law. However, when we place it in the group context, multiple difficulties arise and the facts that may require special protection could vary. The article analyses how the past and present Japanese company law, including the 2014 amendments, has attempted to cope with the multiple difficulties surrounding regulation of parent-subsidiary companies and protection of stakeholders of either company, in some typical patterns of the facts, and consider the remaining issues towards future. [ABSTRACT FROM AUTHOR]

This paper introduces selected aspects of the German Business Judgment Rule (German BJR). The German BJR is explored in context with the internal liability of a member of the management board of a German stock corporation, Aktiengesellschaft (German AG). Recent rather spectacular litigations involving the liability of company organs have provoked a debate in Germany on whether or not the internal liability of the organ vis-à-vis the company under German law should be reformed. Against this backdrop controversies surrounding the effectiveness of the German BJR have also gained momentum. The German BJR is viewed mainly as a tool to limit the internal liability of company organs, in particular that of a member of the management board of a German AG. Is the German BJR in this context an effective legal instrument? Or does it rather require a reform to achieve its ambitious legislative goals? These questions stimulated the interest in analysing this topic in this paper which aims to prepare the way for responses. The tour d'horizon regarding the German BJR might not only allow a better understanding of the internal liability regime of a German AG which has become an issue of considerable practical importance. It also aims to provide some more general insights into German legal reasoning and the 'operation' of the German law of stock corporations (Aktienrecht). Its findings might not only be instructive to the practice of courts and practitioners of other legal systems in the realm of directors' civil liability. As a concise 'country report' on the German BJR it could also be used as a basis for further comparative law explorations. [ABSTRACT FROM AUTHOR]

This article analyses the distinction between public and private (limited) companies and its relevance for company law. Usually, the distinction refers to the fact that the tradability of shares in private companies is more restricted than in public companies. In this paper the differences between the two company forms are studied from the perspective of the United Kingdom and the Netherlands. In both jurisdictions, the private company is of a more recent origin than the public company and currently the most popular company form in numbers. The paper discusses the motives to choose the public company form over the more lightly regulated private company form, and the justifications for the more extensive regulation of the public company. It is submitted that both British and Dutch law could relax certain mandatory provisions for non-listed public companies and thus offer more flexibility to shareholders. Curiously and in contrast with British law, a Dutch private company can make public offers of its securities and become listed, although there is no appropriate legislative regime as in case of a public company. The article concludes with a discussion of several topics where the British and/or Dutch company legislation make distinctions between public and private companies, including capital protection, resolutions and meetings, rights attached to shares, the board, accounting law and dispute resolution. Improvements in these areas are suggested for both British and Dutch company law. [ABSTRACT FROM AUTHOR]

In public corporations, the claim of the preferred shareholders is typically limited to a fixed dividend and a fixed amount on liquidation, and this claim shall be satisfied before the common shareholders can receive anything. Their rights to a prior, but limited, dividend resemble the rights of creditors, who also must rely on their contractual rights and do not vote in the general shareholders' meeting. However, according to Italian corporate law, the preferred shareholders have a veto power against fundamental transactions such as, for example, certain mergers, demergers, charter amendments that jeopardize their preferred rights. Therefore, notwithstanding their limited percentage of share capital, preferred shareholders i on the one hand have the power to prevent a corporation from transactions that may increase the common shareholders' value, and ii on the other hand, are not subject to any redemption right neither by the common shareholders nor by the corporation itself. In light of the above, this article argues that granting a redemption right ex lege to the common shareholders in case the preferred shareholders vote against certain fundamental transactions may be a tool for strengthening the best interest of the corporation because it allows at the same time aa directors and common shareholders representing the latter the majority of the share capital to achieve the corporate benefits arising from such fundamental transactions, and bb the dissenting preferred shareholders to withdraw from the corporation at a fair market value. [ABSTRACT FROM AUTHOR]

This article examines the reach and applicability of the business judgment rule as developed by US case law to civil law countries - especially countries from the European judicial area - that hold for an objective standard of due care and a wide margin of discretion for managers in making business decisions. The economic crisis and the awareness of the lack of predictability of all relevant economic parameters when making business decisions, make the applicability of the business judgment rule highly relevant. In light of this, the present article elaborates on the concrete functioning of the business judgment rule and focuses on its different components. Thereby, the business judgment rule is divided into a substantial and a procedural part. The paper's findings are that only the substantial part of the business judgment rule may be applied in civil law countries that hold for an objective standard of due care for managers. However, the procedural part of the rule is likely to conflict with more specific national procedural rules that usually prevail. [ABSTRACT FROM AUTHOR]

Often a company has to overcome several obstacles in transferring its registered office abroad. This hinders corporate mobility and is one of the reasons why the right of establishment of companies within the European Union cannot be fully achieved. In the absence of positive harmonisation on the transfer of a company's seat, the European Court of Justice determines nowadays to what extent companies can manoeuvre within the European Union. In analysing the case law on corporate migration, several flaws in the current negative harmonisation process become clear, notwithstanding that the Vale case brought more clarity in this area. Therefore, there is a need to re-engage with the Fourteenth European Company Law Directive on the transfer of the registered office, in which a compromise between the incorporation doctrine and the real seat doctrine should be realised. [ABSTRACT FROM AUTHOR]

China is a traditional civil law country which is adopting the continental law system. Many laws, including the general principles of civil law and contract law, are reproduced from European countries, namely Germany. The Chinese Company law is not the exception, the supervisory board system which is originated from Germany has also been incorporated into Chinese Company Law regime. Instead of simply relying on the German system, the Chinese authority has also made reference to the common law jurisdiction to extract some applicable concepts to enhance the corporate governance standard, different kinds of common law corporate governance measures such as the independent director system and the piercing of corporate veil system have been incorporated into the Chinese legal framework. Nevertheless, despite certain measures have been adopted by the authority, the writer is of the opinion that the aforementioned measures are not capable to address the conflict of interest. In particular, board of directors may be influenced, if not controlled, by controlling shareholders, especially when the company was originally a State Owned Enterprise, and also controlled by insider, for instance the key influential person of the company or the Chinese society. Therefore simply adopting the shareholder primacy approach would not be fruitful for development of the corporate governance standard in China. The writer is of the opinion that the stakeholder approach should be considered by the Chinese authority and the relevant rules should be incorporated into the law to facilitate its implementation. This would alleviate the problem of form over substance such as the supervisory organs simply become a decorative organ and would avoid the decision making organ from improper influence. [ABSTRACT FROM AUTHOR]

The law relating to shareholders' meetings is almost invariably built on the assumptions of rational operators (shareholders, directors etc.), perfect information and no transaction costs. In such a model all operators select, within the alternatives available, the path of action that maximises their own utility; their decisions are based on stable, consistent and objective preferences; their choices are rational and based on all information available. Under this hypothesis, the only requirement needed in order to reach an "efficient" outcome in a shareholders' meeting is to provide its participants with the highest degree of information available. On the other hand, behavioural economics provides undisputable empirical evidence that all actors make their economic choices under the systematic - and, therefore, predictable - influence of errors in both reasoning and preferences, which leads them (sometimes far) away from the path of "rationality". When applied to shareholders' meetings and more generally to group decisions, behavioural analysis show that the patterns governing such events are very likely to bring the output of any group discussion far away from the objective of more informed decisions and a better composition between the different interests represented therein. In this paper we examine the most common errors at both the individual and group levels, providing some comments and highlighting how they may impact on shareholders' meetings. After such a summary, we develop some provisional proposals that we claim would contribute to debiase group decisions and help shareholders' meetings in reaching their scopes, highlighting the need for further research and action in this field. [ABSTRACT FROM AUTHOR]

The article discusses various laws and legislation related to various sector in Great Britain. Related to the banking sector, the Financial Services and Markets Act 2000 Order 2014 states classes of institution which are exempted from the definition of "ring-fenced body" in section 142A of the Financial Services and Markets Act 2000. The Companies Act 2006 Order 2014 implements Article 3a of Directive 2009/101/EC.

The focus of this paper is the impact of corporate governance on the way in which corporations handle their environmental obligations. It is noted that the current relationship between corporations and the environment is unsatisfactory, drawing on levels of climate pollution and disasters such as the Tafigura to demonstrate the fact. Possible methods through which corporate governance can be used to address environmental issues are explored. The neo-liberal bent of current supervisor standards, in particular the World Bank's country assessment and OECD's guidelines emphasis on shareholder interests, is highlighted. It is argued that the current capitalist models fails to take adequate account of environmental concerns. The paper compares of UK and Albanian approaches to the regulations of directors' duties, as a reflection on the corporate governance policy of these jurisdictions. The ability of shareholders to protect and enforce corporate and environmental interests against directors who mismanage the corporation under both systems in considered. The paper concludes that the adoption by Albania of laws allowing for the lifting of corporate veils for companies acting internationally represents a significant advantage for minority stakeholders, including the environmental lobby, to ensure corporate responsibility. [ABSTRACT FROM AUTHOR]

This paper focusses on the Chinese approach to corporate governance. It begins with a survey of the historical foundations of the modern corporate law of China. The unique relationship which arose between Chinese markets and foreign suppliers from the consular judiciary power enjoyed by many nations in the early twentieth century and its impact on the development of Chinese corporate law is considered first. A specific focus is the circumstances surrounding the drafting of the first Chinese Corporate Law of 1904, enacted with the goal of making China a strong commercial power. The hybrid nature of the first Chinese corporate law, being drawn from Japanese and English structures, and its impact on modern legislative approaches to corporate law form the basis of the discussion of the relationship between the facets of the modern corporation in China. The position of shareholders as the corporate power centre, their relationship with the boards of directors and supervisors, and the powers of each are noted. Another core focus is the method of enforcement of the corporate law in China. The proper plaintiff, defendant and the possibility of derivative actions under the Corporate Law of 2013 are discussed, with a particular focus on the ability of shareholders to bring actions to protect the interests of the corporation. These powers must be exercised so as to guard against possible abuses of restrictions on action by wrongdoing supervisors and directors acting in collusion. The article concludes with an analysis of the role of the Chinese Securities Regulatory Commission (CSRC) in improving corporate governance. Significantly, it is noted, that the possibility of class actions in China can be used to hold corporations, controlling shareholders, and management accountable for exercises of power which are against the public interest. [ABSTRACT FROM AUTHOR]

The focus of this paper is on shareholder activism, concentrating on the UK and Australian experiences. The nature of shares, ownership and control are also addressed. The substance of the article examines the types of shareholder activism that exist. Two key questions are asked regarding shareholder activism: whether it gives rise to conflicts of interest and whether it adds value. The idea of value is an interesting one and gives rise to a discussion of when the activism of minority shareholders should be curbed, so as to prevent oppression through the use of legitimate forms of action for less-than-legitimate ends. The Australian and UK approaches to enforcement of shareholder rights through litigation are contrasted. The rise of class actions for shareholders in Australia, and the lack of equivalent actions in the UK, are discussed. Particular attention it paid to the reasons for the lack of enthusiasm for class actions in the UK. The differing positions and powers of powerful hedge-funds and superannuation investments in the relevant jurisdictions are noted. It is concluded that it is too soon to tell whether the new approach to enforcement of corporate interests through shareholder activism is an improvement over the old remedies which were available to shareholders. [ABSTRACT FROM AUTHOR]

Two related developments influencing the globalisation and internationalisation of corporate law and corporate governance are the increased powers that have been granted to shareholders and regulators. These developments are related because when legislatures empower shareholders and regulators they typically do this as a way of constraining management power. It is possible to discern a trend in a number of countries to grant increased powers to shareholders and regulators. Such a trend was evident before the recent financial crisis but the crisis has accentuated the trend. As part of the analysis, the paper examines the role of the corporate regulator in enforcing duties owed by corporate directors and managers. Particular attention is given to the Australian Securities and Investments Commission (ASIC) which, in recent years, has had a very prominent role in bringing actions for breaches of duty against corporate directors and managers. The article concludes by examining the advantages and disadvantages of public and private enforcement of directors' and officers' duties. [ABSTRACT FROM AUTHOR]

The core element of Corporate Governance is the valuation and financing of a corporation's assets. Standards and norms for financial reporting are not global but vary worldwide. Given that valuation of assets determines profits and losses for corporations, and also liability to creditors, how that valuation is carried out is critical and useful knowledge. For this reason truth is important in the accounting context, this is not merely an accounting requirement, but a legal concept. This paper looks at the attempts that have been made to provide norms and standard for financial reporting. It considers the standards developed by the International Accounting Standards Board (IASB) and the international reaction to attempts to make these standards global. German company rules demonstrate the importance of assets to the legal order. Particular attention is given to the question of 'fair value', which raises important questions when companies operate internationally. Accounting becomes a question of competition for nations looking to attract investment. The attempted monopoly of the International Financial Reporting Standards (IFRS) are contemplated in light of the question 'what is fair value?' and alternative international accounting standards. [ABSTRACT FROM AUTHOR]

This paper examines the procedure by which individual and corporate rights are enforced to protect the best interests of the corporation. The crucial question of just what the best interests of the corporation are, is focussed on particularly. The unique German approach of the 'best interests of the enterprise' is contrasted with the 'best interests of the corporation'. The different treatment given to the 'best interests of the corporation' and the 'best interests of the enterprise' by various German laws are used to illuminate the tensions between stakeholder and shareholder interests. It is pointed out that in fact, members of management boards and members of supervisory boards must take into consideration the interests of all stakeholders as part of the 'best interests of the enterprise'. Recent developments regarding causes of action for minority shareholders under German law are explained in greater detail. These developments are analysed for the potential and actual influence on the protection in Germany of the interests of corporations and minority shareholder interests. It is also considered how the German statutory provisions compare with the rules in the US, particularly with regards to statutory derivative actions. The importance of cultural norms on questions of corporate best interests is also discussed. It is concluded that under the German statutory derivative action it is still difficult for shareholders, particularly minority shareholders, to enforce the corporation's best interests. [ABSTRACT FROM AUTHOR]

An introduction is presented on papers on international corporate governance and corporate law.

The aim of the paper is to determine whether the breach of rules of Corporate Social Responsibility (CSR) can lead to a sort of legal liability of directors. The analysis evaluates if social and ethical instances characterizing CSR may take a legal significance that is different from the mere granting of legitimacy to a stakeholder-oriented director's conduct. The contractual meaning of "company's interest", adopted in this paper due to its conformity with systematic legal framework, allows an expansion of the spectrum of enforceable situations. This argument lets us consider the duties of directors to act for the protection of interests other than those of shareholders as proper obligations. The part of the paper dedicated to the comparison prospective shows the neutrality of the Italian legal framework on the issue of Corporate Social Responsibility. The British and American legal systems - through, respectively, the 2006 Company Act and the Statutes - indicate a more explicit and marked trend to leave the paradigm of shareholder value. The final part of the paper is devoted to the comparison between the evidence regarding the identification of substantial obligation to protect stakeholders' interests and the business judgment rule as a response to the agency costs which liability rules produce. The comparison reveals under which conditions directors' liability takes place. Then we have hypothesized actual categories of violations: the first one results in the violation of the contractual obligation which requires the care of stakeholders' interests; the second one concerns the breach of procedural rules during the adoptions of the actual decision. [ABSTRACT FROM AUTHOR]

This paper focuses on the enforceability of share transfer restrictions under the ambit of company contracts including, inter alia, preemptive rights such as 'right of first refusal', or' tag-along' or 'drag-along' rights contained in shareholders' agreements or articles of association. With the enactment of the Indian Companies Act 2013 company law jurisprudence in India is set to take an efficacious leap as it addresses not only corporate governance issues but also introduces sweeping changes which, though sine qua non to rights of shareholders, have been consistently denied in India. [ABSTRACT FROM AUTHOR]

The article explores the conservative and liberal approaches to the issue of corporate veil piercing in Great Britain. It discusses the case Salomon v. A Salomon, which established the principle that a corporation has a separate juristic personality. It also compares the English law perspective on the issue with U.S. cases with regard to Rule B attachments and South African courts in associated ship arrest cases.

The United States (US) and the European Union (EU) rely on different regimes for vertical price fixing. At first glance, this is hardly surprising. There are similar discrepancies in other fields of business law, e.g. securities regulation and corporate law. However, the fact that differences are common does not necessarily mean that they are justified. The US and the EU (as a whole as well as its member countries) are based on comparable market regimes and consumer needs. Globalization has assimilated both markets. US companies operate on the European market as actively as on their domestic turf and vice versa. They usually even use the same labels (e.g. iPad, Aspirin, Playmobil). This leads to the core question: if the markets are alike, should not the antitrust regime be as well, and if so, how should this shared regime treat vertical price fixing? [ABSTRACT FROM AUTHOR]

In its recent VALE-case the ECJ made it clear that Member States allowing national company conversions may not prohibit cross-border conversions. Thus, VALE complements the Cartesio-judgment by providing the right to move into a Member State. Recent Danish practice evidences the need for amended legislation among Member States until EU legislation will most likely be harmonised. [ABSTRACT FROM AUTHOR]

This article surveys the role of shareholder proxy access in US corporate law following the Business Roundtable decision of 2011 in which the D.C. Circuit Court of Appeals vacated the shareholder proxy access rule introduced in Rule 14a-11. The judgment engendered heated academic debate over the necessity and value of shareholder proxy access in the modern corporation in either its former or a revised form. To this end, this article highlights several criticisms of the proxy access framework insofar as it strengthens the role of shareholders at the expense of other stakeholders in the corporate setting. The article concludes with a summary of the current state of the law, with proxy access rules in place through the private ordering provisions of the revised Rule 14a-8. [ABSTRACT FROM AUTHOR]

The article discusses the validity of the shareholder primacy norm, with focus on the pre- and post-Companies Act 2006 implications of shareholder primacy in English company law. It examines the historical application of partnership principles to corporate governance in English law. The assumption that shareholder primacy was the basis of corporate governance in English is said to be a myth.