Modern Company and Capital Market Problems: Improving European Corporate Governance after Enron
Klaus J. Hopt
Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)
January 1, 2007
AFTER ENRON, IMPROVING CORPORATE LAW AND MODERNISING SECURITIES REGULATION IN EUROPE AND THE U.S., pp. 445-496, J. Armour, J. A. McCahery, eds., Oxford (Hart), 2006
ECGI Law Working Paper No. 05/2002
ECGI Finance Working Paper
Improving European corporate governance after Enron requires rethinking company and capital market regulation and law reforms. This article - which is an updated version (footnotes and references only, summer 2006) of an earlier one published in (2003) 3 Journal of Corporate Law Studies 221-268 - discusses shareholder decision-making; the choice between the one-tier and the two-tier board system; appointment, compensation and audit committees with a majority of independent members; checks on exorbitant payments to the directors; a special investigation procedure and wrongful trading. As to capital markets a European framework rule on prospectus liabilty is proposed. A key problem is the need for loyal and competent intermediaries. Since the 13th Directive is only a compromise solution, the hopes are pinned on the Court to continue its golden share case law. The German Volkswagen Act will be a test case.
Number of Pages in PDF File: 58
Keywords: European corporate governance, company law, board structure, corporate disclosure, control by shareholders and auditors, capital markets law, corporate control, Enron, European corporate governance, 13th Directive
JEL Classification: G18, G3, G38, K22working papers series
Date posted: December 11, 2002 ; Last revised: December 6, 2009
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