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The International Dimension of Issuer Liability - Liability and Choice of Law from a Transatlantic Perspective

40 Pages Posted: 12 Apr 2010 Last revised: 18 Mar 2011

Wolf-Georg Ringe

University of Hamburg - Institute of Law & Economics; University of Oxford - Faculty of Law

Alexander Hellgardt

University of Regensburg - Faculty of Law; Max Planck Institute for Tax Law and Public Finance

Date Written: April 8, 2010

Abstract

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.

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, K40

Suggested Citation

Ringe, Wolf-Georg and Hellgardt, Alexander, The International Dimension of Issuer Liability - Liability and Choice of Law from a Transatlantic Perspective (April 8, 2010). University of Oxford Legal Studies Research Paper No. 37/2010; 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. Available at SSRN: https://ssrn.com/abstract=1588112

Wolf-Georg Ringe (Contact Author)

University of Hamburg - Institute of Law & Economics ( email )

Johnsallee 35
Hamburg, 20148
Germany
+49 40 42838 7787 (Phone)
+49 40 42838 6794 (Fax)

HOME PAGE: http://www.ile-hamburg.de

University of Oxford - Faculty of Law

St Cross Building
St Cross Road
Oxford, OX1 3UL
United Kingdom

HOME PAGE: http://www.law.ox.ac.uk/people/wolf-georg-ringe

Alexander Hellgardt

University of Regensburg - Faculty of Law ( email )

Universitätsstraße 31
Regensburg, 93053
Germany
+49-941-943-2641 (Phone)
+49-941-943-4985 (Fax)

HOME PAGE: http://www.uni-regensburg.de/rechtswissenschaft/buergerliches-recht/hellgardt

Max Planck Institute for Tax Law and Public Finance

Marstallplatz 1
Munich, 80539
Germany

HOME PAGE: http://www.tax.mpg.de/en/hellgardt_alexander.html

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