Investor Protection in Europe
Corporate Law Making, The MiFID and Beyond
Ferrarini, Guido (Editor),
Professor of Law at the University of Genoa and Director of the Centre for Law and Finance
Wymeersch, Eddy (Editor),
Professor at the University of Ghent and Chairman of the Banking, Finance, and Insurance Commission in Brussels
Print publication date: 2006
Published to Oxford Scholarship Online: January 2009 Print ISBN-13: 978-0-19-920291-1 doi:10.1093/acprof:oso/9780199202911.001.0001 |
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Abstract:
EU policy in the area of corporate governance and capital markets is being reoriented. Harmonization is less frequently seen as a concept in company law, regulatory competition is on the rise, and experiments in soft law are being carried out. Several member States have recently reformed their corporate laws, either as a reaction to financial scandals or in an effort to enhance investment. Convergence has increased as a result, particularly towards Anglo-American standards. Yet, differences still exist, profoundly rooted in national systems of corporate governance. By contrast, capital market law would seem to be an exception having undergone intense harmonization in the last few years through the Lamfalussy regulatory architecture. Nonetheless, a European system of securities regulation is not yet in place. Regulation is predominantly domestic, each country having its own securities supervisor, while private laws affecting capital markets are still divergent. This volume examines the on-going debate on corporate and financial law reform from an interdisciplinary perspective. Part 1 explores the political determinants of corporate governance and evaluates the likelihood of convergence and the role of regulatory competition. Part 2 considers the Markets in Financial Instruments Directive (MiFID), its central role in the harmonization of EU securities trading, and the intense debate that preceded its adoption. Part 3 provides deeper legal analysis of the MiFID and other core harmonization measures, including the Prospectus and Transparency Directives. Part 4 takes this analysis one step further by offering future perspectives on the post-FSAP era.
Keywords: corporate governance, corporate law, regulatory competition and harmonization, investment services, securities regulation, MiFID, Capital Markets, Prospectus Directive, Transparency Directive Table of Contents
Preface
1.
The Economics and Politics of Corporate Governance in the European Union
2.
Political Yardstick Competition and Corporate Governance in the European Union
3.
Using Corporate Law to Compete for Investments
4.
A Legal Options Approach to EC Company Law
5.
How Can Corporate Governance Codes Be Implemented?
6.
The MiFID: Competition in a New European Equity Market Regulatory Structure
7.
The European Securities Industry. Further Evidence on the Roadmap to Integration
8.
The MiFID and Internalisation
9.
Internalisation under the MiFID: Regulatory Overreaching or Landmark in Investor Protection?
10.
The Eclipse of Contract Law in the Investment Firm-Client-Relationship: The Impact of the MiFID on the Law of Contract from a German Perspective
11.
Conflicts of Interest in Investment Services: The Price and Uncertain Impact of MiFID's Regulatory Framework
12.
The ‘Public Offering of Securities’ Concept in the New Prospectus Directive
13.
Nonfinancial Disclosure between ‘Shareholder Value’ and ‘Socially Responsible Investing’
14.
Effective Policy Design for the Retail Investment Services Market: Challenges and Choices Post FSAP
15.
Financial Market Integration in the Post FSAP Era. In Search of Overall Conceptual Consistency in the Regulatory Framework
16.
Securities Clearing and Settlement: Regulatory Developments in Europe
17.
Structuring Securities Regulation in the European Union: Lessons from the U.S. Experience
Index
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