The International Dimension of Issuer Liability - Liability and Choice of Law from a Transatlantic Perspective
Copenhagen Business School - Department of Law; University of Oxford - Faculty of Law; Columbia Law School
Max Planck Institute for Tax Law and Public Finance
April 8, 2010
Oxford Journal of Legal Studies, Vol. 31, p. 23, 2011
Max Planck Institute for Intellectual Property, Competition & Tax Law Research Paper No. 10-05
University of Oxford Legal Studies Research Paper No. 37/2010
The worldwide integration of capital markets makes progress and has led both issuers and investors to being active on various markets on both sides of the Atlantic. In times of financial crises, this brings one question into the centre of attention which had not been discussed exhaustively before: In the situation of a securities liability towards investors in an international context, which is the applicable law to the liability claim? The harmonisation of private international law rules in Europe gives rise to new reflections on the problem of international issuer liability. In the United States, on the other hand, the Supreme Court has just granted certiorari in a ‘foreign-cubed’ securities class action case and will thus rule for the first time on matters relating to the international application of the US securities regulation soon. This paper understands the role of issuer liability in a broader context as a ‘corporate governance’ device and, from this starting point, develops a new approach to the legal problem of cross-border securities liability.
Number of Pages in PDF File: 40
Keywords: Issuer Liability, Issuer Choice, Conflicts Of Law, Securities Law, Corporate Governance, Rome II Regulation, F-Cubed Securities Liability
JEL Classification: F15, G34, G38, K13, K22, K40Accepted Paper Series
Date posted: April 12, 2010 ; Last revised: March 18, 2011
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