Company Law and Economic Protectionism

A collection of essays examining the conflict between EU law and company law, covering a broad range of topics including takeovers, mergers and restructuring, sovereign wealth funds, and proportionality of ownership and control.

Informationen zum Autor Ulf Bernitz, Jur Dr (Stockholm), Dr Jur h.c. (Copenhagen), MA (Oxon) is Professor of European Law at Stockholm University and the Director of the Oxford/Stockholm Wallenberg Venture in European Law. His main fields of research are European internal market, competition and intellectual property law. He is former President of the FIDE (Fédération Internationale de Droit Européen). ; Wolf-Georg Ringe, MJur (Oxon) 2004), PhD (University of Bonn) 2006, is Lecturer in Law at the University of Oxford, Deputy Director of the Institute of European and Comparative Law and Fellow at Christ Church. He is an associate member of the Oxford-Man Institute of Quantitative Finance and was a Visiting Professor at Columbia Law School in Spring 2010. Klappentext A collection of essays examining the conflict between EU law and company law, covering a broad range of topics including takeovers, mergers and restructuring, sovereign wealth funds, and proportionality of ownership and control. Zusammenfassung The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds. Inhaltsverzeichnis 1: Ulf Bernitz and Wolf-Georg Ringe: Introduction Part I: EU Law and Economic Protectionism 2: Klaus Hopt: European Company and Financial Law: Observations on European Politics, Protectionism, and the Financial Crisis 3: Crispin Waymouth: Is 'Protectionism' a Useful Concept for Company Law and Foreign Investment Policy? An EU Perspective 4: Jonathan Rickford: Protectionism, Capital Freedom and the Internal Market 5: Andrea Bioni: When the State is the Owner: some further comments on the Court of Justice 'golden shares' strategy Part II: Takeovers and Mergers 6: Paul Davies, Edmund-Philipp Schuster, and Emilie van de Walle de Ghelcke: The Takeover Directive as a Protectionist Tool? 7: Andrew Johnston: Varieties of Corporate Governance and Reflexive Takeover Regulation 8: Jesper Lau Hansen: Cross-Border Restructuring - Company Law between Treaty Freedom and State Protectionism 9: Ulf Bernitz: Mechanisms of Ownership Control and the Issue of Disproportionate Distribution of Power Part III: Company Law and Foreclosure of Markets 10: Wolf-Georg Ringe: Deviations from Ownership-Control Proportionality - Economic Protectionism Revisited 11: Arad Reisberg: Deviations from Ownership-Control Proportionality - Private Benefits and the Bigger Picture 12: Heike Schweitzer: Sovereign Wealth Funds - Market Investors or 'Imperialist Capitalists'? The European response to direct investments by non-EU state-controlled entities 13: Katharina Pistor: Sovereign Wealth Funds: Neither Market Investors Nor 'Imperialist Capitalists': A Response to Heike Schweitzer Part IV: How to overcome economic protectionism? 14: Paul Krüger Andersen: The European Model Company Act (EMCA): A new way forward 15: Jennifer Payne: The Role of European Regulation and Model Acts in Company Law 16: Horst Eidenmüller, Andreas Engert, and Lars Hornuf: How Does the Market React to the Societas Euro...

Auteur
Ulf Bernitz, Jur Dr (Stockholm), Dr Jur h.c. (Copenhagen), MA (Oxon) is Professor of European Law at Stockholm University and the Director of the Oxford/Stockholm Wallenberg Venture in European Law. His main fields of research are European internal market, competition and intellectual property law. He is former President of the FIDE (Fédération Internationale de Droit Européen). ; Wolf-Georg Ringe, MJur (Oxon) 2004), PhD (University of Bonn) 2006, is Lecturer in Law at the University of Oxford, Deputy Director of the Institute of European and Comparative Law and Fellow at Christ Church. He is an associate member of the Oxford-Man Institute of Quantitative Finance and was a Visiting Professor at Columbia Law School in Spring 2010.

Résumé
The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.

Contenu

• 1: Ulf Bernitz and Wolf-Georg Ringe: Introduction

• Part I: EU Law and Economic Protectionism

• 2: Klaus Hopt: European Company and Financial Law: Observations on European Politics, Protectionism, and the Financial Crisis

• 3: Crispin Waymouth: Is 'Protectionism' a Useful Concept for Company Law and Foreign Investment Policy? An EU Perspective

• 4: Jonathan Rickford: Protectionism, Capital Freedom and the Internal Market

• 5: Andrea Bioni: When the State is the Owner: some further comments on the Court of Justice 'golden shares' strategy

• Part II: Takeovers and Mergers

• 6: Paul Davies, Edmund-Philipp Schuster, and Emilie van de Walle de Ghelcke: The Takeover Directive as a Protectionist Tool?

• 7: Andrew Johnston: Varieties of Corporate Governance and Reflexive Takeover Regulation

• 8: Jesper Lau Hansen: Cross-Border Restructuring - Company Law between Treaty Freedom and State Protectionism

• 9: Ulf Bernitz: Mechanisms of Ownership Control and the Issue of Disproportionate Distribution of Power

• Part III: Company Law and Foreclosure of Markets

• 10: Wolf-Georg Ringe: Deviations from Ownership-Control Proportionality - Economic Protectionism Revisited

• 11: Arad Reisberg: Deviations from Ownership-Control Proportionality - Private Benefits and the Bigger Picture

• 12: Heike Schweitzer: Sovereign Wealth Funds - Market Investors or 'Imperialist Capitalists'? The European response to direct investments by non-EU state-controlled entities

• 13: Katharina Pistor: Sovereign Wealth Funds: Neither Market Investors Nor 'Imperialist Capitalists': A Response to Heike Schweitzer

• Part IV: How to overcome economic protectionism?

• 14: Paul Krüger Andersen: The European Model Company Act (EMCA): A new way forward

• 15: Jennifer Payne: The Role of European Regulation and Model Acts in Company Law

• 16: Horst Eidenmüller, Andreas Engert, and Lars Hornuf: How Does the Market React to the Societas Europaea?

• 17: Jodie A. Kirshner: Empirical…