Conflict of Interest, Secrecy and Insider Information of Directors, A Comparative Analysis PDF Download
Are you looking for read ebook online? Search for your book and save it on your Kindle device, PC, phones or tablets. Download Conflict of Interest, Secrecy and Insider Information of Directors, A Comparative Analysis PDF full book. Access full book title Conflict of Interest, Secrecy and Insider Information of Directors, A Comparative Analysis by Klaus J. Hopt. Download full books in PDF and EPUB format.
Author: Klaus J. Hopt
Publisher:
ISBN:
Category :
Languages : en
Pages : 28
Get Book Here
Book Description
The duty of loyalty is highly developed in Anglo-American countries, while in continental European countries it has only received more hesitant attention. Yet more recently there are tendencies toward convergence. These tendencies stem from company law scholarship, but also from more institutionally driven developments such as the independent director movement, corporate governance codes, and, to a certain degree, the harmonization efforts of the European Commission and the general influence of US American law on European company law and practices. This article concentrates on conflicts of interest, secrecy and insider information of corporate directors in a functional and comparative way. The main concepts are loans and credit to directors, self-dealing, competition with the company, corporate opportunities, wrongful profiting from position and remuneration. Prevention techniques, remedies and enforcement are also considered. The main jurisdictions dealt with are the European Union, Austria, France, Germany, Switzerland and the UK, but references to other countries are made where appropriate.This publication is with permission of the rights owner freely accessible due to an Alliance licence and a national licence (funded by the DFG, German Research Foundation) respectively.
Author: Klaus J. Hopt
Publisher:
ISBN:
Category :
Languages : en
Pages : 28
Get Book Here
Book Description
The duty of loyalty is highly developed in Anglo-American countries, while in continental European countries it has only received more hesitant attention. Yet more recently there are tendencies toward convergence. These tendencies stem from company law scholarship, but also from more institutionally driven developments such as the independent director movement, corporate governance codes, and, to a certain degree, the harmonization efforts of the European Commission and the general influence of US American law on European company law and practices. This article concentrates on conflicts of interest, secrecy and insider information of corporate directors in a functional and comparative way. The main concepts are loans and credit to directors, self-dealing, competition with the company, corporate opportunities, wrongful profiting from position and remuneration. Prevention techniques, remedies and enforcement are also considered. The main jurisdictions dealt with are the European Union, Austria, France, Germany, Switzerland and the UK, but references to other countries are made where appropriate.This publication is with permission of the rights owner freely accessible due to an Alliance licence and a national licence (funded by the DFG, German Research Foundation) respectively.
Author: Luca Enriques
Publisher:
ISBN:
Category : Conflict of interests
Languages : en
Pages : 212
Get Book Here
Book Description
Author: A. F. M. Dorresteijn
Publisher:
ISBN: 9789026819612
Category : Conflict of interests
Languages : en
Pages : 271
Get Book Here
Book Description
Author: Afra Afsharipour
Publisher: Edward Elgar Publishing
ISBN: 1788975332
Category : Law
Languages : en
Pages : 544
Get Book Here
Book Description
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
Author: Jean Jacques du Plessis
Publisher: Cambridge University Press
ISBN: 1108351921
Category : Business & Economics
Languages : en
Pages : 502
Get Book Here
Book Description
Now in its fourth edition, Principles of Contemporary Corporate Governance offers comprehensive coverage of the key topics and emerging themes in private sector corporate governance. It explains both the principles of corporate governance systems and their real-world application in an authoritative and engaging manner. This fully revised and updated text has four parts: basic concepts, board structures and company officers; corporate governance in Australia; corporate governance in international and global contexts; and shareholder activism and business ethics. The coverage of international contexts includes sections on the US, the UK, Canada, South Africa, the EU, the OECD, Germany, Japan, China and Indonesia, plus new sections on New Zealand and India. A new chapter on business ethics and corporate governance presents contemporary discussions on the topic and explores some of the broader legal issues. Principles of Contemporary Corporate Governance is an indispensable resource for business and law students, academic researchers and practitioners
Author: Ivan Romashchenko
Publisher: Kluwer Law International B.V.
ISBN: 9403517050
Category : Law
Languages : en
Pages : 286
Get Book Here
Book Description
In a market environment where economic actors conduct themselves as diligent and conscientious managers, the regulation of related party transactions (RPTs) would be largely irrelevant. Unfortunately, the corporate reality is far from an ideal world that is innocent of market abuse and corporate fraud. It remains necessary to protect minority shareholders from the wrongdoings of majority shareholders and to protect all shareholders from opportunistic managerial behaviour. This timely book – the first on the subject since implementation of the European Union’s (EU’s) revised Shareholders’ Rights Directive – provides in-depth analysis of how and to what extent RPTs are covered by existing legal requirements on capital protection and corporate group regulation, highlighting experiences and strategies adopted in Germany, Poland, and the Netherlands as examples for Eastern European countries and in particular Ukraine. Beyond his comparative analysis of the current status, the author offers recommendations for more effective handling of RPTs, investigating such aspects as the following: what constitutes a corporate group and how group issues are regulated in the various legal systems; what constitutes a conflict of interest originating in ownership and control and what types of such conflicts occur; whether RPTs within corporate groups should receive special treatment relative to transactions outside groups; combatting corporate raiding, most often carried out through illegal seizure of corporate assets; approval and disclosure requirements for RPTs; and how information about RPTs is disclosed publicly. Drawing on resources including legislation, case law, scholarship, and intensive discussions with practicing lawyers from several jurisdictions, the author underscores the imperative of establishing limitations and requirements that oblige a company’s officers, shareholders, and other potential related parties to follow certain rules whenever they wish to enter into an RPT. As a contribution to the debate about the convergence between EU corporate law and that of major eastern European states, the book has no peers. Practitioners in both East and West who advise on compliance with regulations for RPTs or represent stakeholders’ interests against abusive RPTs will ensure appropriate remedies and protection mechanisms for their clients.
Author: Jeffrey Neil Gordon
Publisher: Oxford University Press
ISBN: 0198743688
Category : Business & Economics
Languages : en
Pages : 1217
Get Book Here
Book Description
Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.
Author: Paul Davies
Publisher: OUP Oxford
ISBN: 0191015253
Category : Law
Languages : en
Pages : 867
Get Book Here
Book Description
Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.
Author: Andrew S. Gold
Publisher: OUP Oxford
ISBN: 0191005290
Category : Law
Languages : en
Pages : 543
Get Book Here
Book Description
Fiduciary law is a critically important body of law. Fiduciary duties ensure the integrity of a remarkable variety of relationships, institutions, and organizations. They apply to relationships of great personal significance, including in some jurisdictions the relationship between parents and children. They structure a wide variety of commercial relationships, and they are essential to the regulation of relationships between professional service providers and their clients, including relationships between lawyer and client, doctor and patient, and investment manager and client. Fiduciary duties, perhaps uniquely in private law, challenge traditional ways of marking the boundaries between private and public law, inasmuch as they figure prominently in public governance. Indeed, there is even a storied tradition of thinking of the authority of the state in fiduciary terms. Notwithstanding its importance, fiduciary law has been woefully under-analysed by legal theorists. Filling this gap with a series of chapters by leading theorists, this book includes chapters on: the nature of fiduciary relationships, the connection between fiduciary duties and morality, the content and significance of fiduciary loyalty, the economic significance of fiduciary law, the application of fiduciary principles to public law and international law, the import of fiduciary relationships to theories of authority, and various other fundamental topics in the field. In many cases, new and important questions are raised by the book's chapters. Indeed, this book not only offers a much-needed theoretical assessment of fiduciary topics, it defines the field going forward, setting an agenda for future philosophical study of fiduciary law.
Author: Susan Watson
Publisher: Edward Elgar Publishing
ISBN: 1786432854
Category : Corporate governance
Languages : en
Pages : 265
Get Book Here
Book Description
The world is changing. Old certainties were swept away by the Financial Crisis of 2008. States are grappling with the implications of new thinking about the ways in which the role and nature of corporations should be viewed and therefore regulated. This timely study uses perspectives of scholars from around the world to highlight and provide critical analysis of innovations in corporate governance adopted in a range of jurisdictions, both mature and developing. Due to their primary importance, particular attention is paid to the governance of banks.
