European Financial Market in Transition

Substantial changes are taking place in the European financial market. This is partly due to developments in the markets (including the financial crisis of recent years), and partly due to the changes in the regulatory agenda of the EU which involves review of several core directives and which also has resulted in two green papers on corporate governance and the report from the Reflection Group. The aim of this book is twofold. First, to describe and analyse some of the most important changes that have emerged in Europe in recent years, and second, analyse whether more regulatory changes are being called for. Focusing on three themes – takeovers, shareholder democracy, and the reshaping of the framework for the European financial market – in this milestone volume 22 European academics, practitioners, and policymakers describe and analyse the most important recent changes and emerging trends in the market, its regulation, and its relation to corporate governance and company law. Among the issues treated in depth are the following: * ; the need for a reform of the Takeover Directive; * disclosure of cash-settled derivatives; * disclosure by companies of information on barriers to takeovers; * ; the efficiency of the ‘comply and explain’ principle; * the enhanced focus on ‘sustainable returns and long-term performance’ in the Green Paper from 2011; * the costs of shareholder activism; * winning coalitions versus ownership concentration; * legal proceedings brought by shareholders against companies; * the principle of shareholder primacy in company law; * engaging institutional investors in decision-making processes; * shareholder opportunism; ; * hidden ownership and empty voting as a corporate governance challenge; ; * the new supervisory structure for financial institutions; * the handling of systemic risk; * regulation of the alternative fund industry; * balance among fund governance, market governance, and stakeholder governance; ; * the fragmentation of trading venues; and ; * pre-IPO trading of shares on private secondary markets. This very thorough overview will be welcomed by both practitioners and academics interested in the working and development of the European financial market.

The Editors List of Contributors List of Tables List of Figures Chapter 1 Introduction Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen PART I Rethinking the Market for Corporate Control Chapter 2 European Takeover Law: The Case for a Neutral Approach Luca Enriques Chapter 3 The Directive on Takeover Bids: Unwanted Harmonisation of Corporate Law Jesper Lau Hansen Chapter 4 Cash-Settled Derivatives as a Takeover Instrument and the Reform of the EU Transparency Directive Pierre-Henri Conac Chapter 5 Disclosing Barriers to Takeovers Karsten Engsig Sørensen PART II Promoting Shareholder Democracy Chapter 6 Evolution of Company Law, Corporate Governance Codes and the Principle of Comply or Explain: A Critical Review Jan Andersson Chapter 7 The Transformation of Passive Institutional Investors into Active Owners: ‘Mission Impossible’? Hanne S. Birkmose Chapter 8 The Owners and the Power: An Insight into Shareholder Actions Thomas Poulsen & Therese Strand Chapter 9 Shareholder Suits and Shareholder Democracy Olav Fr. Perland Chapter 10 The Principle of Shareholder Primacy in Company Law from a Nordic and European Regulatory Perspective Paul Kruger Andersen & Evelyne J.B Sørensen Chapter 11 Europe’s Corporate Governance Green Paper: Rethinking Shareholder Engagement Christoph van der Elst & Erik P.M. Vermeulen Chapter 12 Shareholder Activism: The Suspicious Shareholder Mette Neville PART III A New Framework for the European Financial Market Chapter 13 Europe’s Financial Regulatory Bodies Eddy Wymeersch Chapter 14 The Uncertain Role of Banks’ Corporate Governance in Systemic Risk Regulation Peter O. Mulbert & Ryan D. Citlau Chapter 15 Extending the EU Financial Regulatory Framework to New Investors and New Markets Enrico Baffi, Dino Lattuca & Paolo Santella Chapter 16 Investment Law as Financial Law: From Fund Governance over Market Governance to Stakeholder Governance? Dirk Zetzsche Chapter 17 Regulating Different Trading Venues: The European Experience Based on MiFID Nis Jul Clausen & Karsten Engsig Sørensen Chapter 18 Towards a New Financial Market Segment for High Tech Companies in Europe Jose Miguel Mendoza & Erik P.M. Vermeulen Bibliography