Suchergebnisse

Abstract
A significant debate rages within the EU about whether to give firms the choice to opt in or out of corporate law provisions. Both sides agree that more flexibility and adaptability of legal rules to business needs is crucial. Nevertheless, and not surprisingly, many still view EU mandatory harmonization efforts as an opportunity to upgrade Member State corporate law.
This article shows that bringing options to the forefront of EU company law may significantly reduce costs for small and medium-sized firms and provide clear benefits to public companies. With respect to implementing such a regime, we advocate the step-by-step adoption of legal options, beginning with the implementation of a limited number of specific EU provisions that firms can select as an alternative to the corresponding Member State statutory or case law.

In recent years, legal options (ex ante and ex post choices created by law) have gained acceptance in the European Union. Notwithstanding the move toward soft law measures, the EC's appetite for options or pro-choice company law provisions remains unclear. There are significant barriers to the EC's ability to promote efficient regulatory choice due to interest group pressures, diffuse control over the agenda-setting process, and a limited capacity to anticipate and meet a wide range of Member State demands. This article shows that bringing options to the forefront of company law reform can reduce costs for small and medium-sized firms and provide clear benefits to companies that differ in their ownership and control structure from most large public corporations. Switching to a company law regime with different sorts of options can have a good effect on stakeholders as well. As a regulatory strategy, we advocate a step-by-step change, beginning with the adoption of a limited number of opt-in provisions.

The role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.-- Back cover