Reforming Company And Takeover Law In Europe Book

Pt. I	A framework for a modern company and takeover law in Europe : common regulatory issues	1
Ch. 1	The need for a regulatory framework	3
	EU company law at the cross-roads	3
	An agenda for reform : company and takeover law in Europe	21
	Trusteeship and conflicts of interest in corporate, banking and agency law : toward common legal principles for intermediaries in the modern service-oriented society	51
	A modern regulatory framework for company and takeover law in Europe	89
Ch. 2	Regulation of corporate governance, in particular disclosure	95
	Disclosure and corporate governance : an overview essay	95
	Disclosing disclosure : Europe's winding road to competitive standards of publication of company-related information	115
Ch. 3	Modern company law-making	145
	About techniques of regulating companies in the European Union	145
Pt. II	Corporate governance : inside the corporation	183
Ch. 4	Board structure, in particular the role of non-executive and supervisory directors	185
	Post-enron developments in the United Kingdom	185
	Corporate scandals across the globe : regulating the role of the director	225
Ch. 5	The remuneration of executive and non-executive directors	267
	Executive remuneration and corporate governance in the EU : convergence, divergence, and reform perspectives	267
	Accounting for share-based remuneration	347
Ch. 6	The responsibility of the management and of the board and its enforcement	373
	The responsibility of the management and its enforcement	373
Ch. 7	The role of the shareholder	417
	The role of the shareholder in internal corporate governance : shareholder information, communication and decision-making	417
Ch. 8	The auditors	455
	Gatekeeper failure and reform : the challenge of fashioning relevant reforms	455
	Corporate governance and auditor independence : the battle of the private versus the public interest	507
Pt. III	Corporate governance : the market for corporate control and the level playing field	539
Ch. 9	American experience and EU perspectives	541
	An American perspective on anti-takeover laws in the EU : the German example	541
	Why continental European takeover law matters	561
	The economics of the proposed European takeover directive	575
	Reciprocity in takeovers	647
Ch. 10	The proposed 'break-through' rule	677
	Ownership, takeovers and EU law : how contestable should EU corporations be?	677
	Make it or break it : the break-through rule as a break-through for the European takeover directive?	711
Ch. 11	Mandatory bids, squeeze-outs and similar transactions
	Mandatory bids, squeeze-out, sell-out and the dynamics of the tender offer process	737
	The mandatory bid rule in the proposed EC takeover directive : harmonization as rent-seeking?	767
	Annex 1 : Commission of the European communities modernising company law and enhancing corporate governance in the European Union - a plan to move forward (21 May 2003)	797
	Annex 2 : Report of the high level group of company law experts of issues related to takeover bids (10 January 2002)	825
	Annex 3 : Report of the high level group of company law experts on a modern regulatory framework for company law in Europe (4 November 2002)	925