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Company Law and Economic Protectionism

Company Law and Economic Protectionism New Challenges to European Integration

Author: Ulf Bernitz; Wolf-Georg Ringe
Publisher: Oxford University Press
ISBN: 9780199591459
Published In: December 2010
Format: Hardback
Jurisdiction: European Union ? Disclaimer:
Countri(es) stated herein are used as reference only

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Discusses the growing reliance of Member States on protectionist measures to safeguard their national economies, analyzing the causes and effects of the new protectionism
Cutting edge research by top academics relates company law to current economic debate and development
Comparative aspects are enhanced by contributions from different jurisdictions, adding an international perspective
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.

Readership: Academics and advanced students specialising in company law and in EU law; practitioners specialising in EU company law; policymakers.

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 Notes on the Societas Europaea;

Edited by Ulf Bernitz, Professor of European Law, Stockholm University and Director, Oxford/Stockholm Wallenberg Venture in European Law, and Wolf-Georg Ringe, Lecturer in Law, University of Oxford

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.

Contributors:

Paul Krüger Andersen, Aarhus University
Ulf Bernitz, University of Stockholm and University of Oxford
Andrea Bioni, King's College London
Paul Davies, University of Oxford
Horst Eidenmüller, University of Munich
Andreas Engert, University of Munich
Jesper Lau Hansen, University of Copenhagen
Klaus Hopt, Hamburg Univeristy
Lars Hornuf, University of Munich
Andrew Johnston, University of Queensland
Jodie A. Kirshner, London Business School
Jennifer Payne, University of Oxford
Katharina Pistor, Columbia Law School
Arad Reisberg, University College, London
Jonathan Rickford, London School of Economics
Wolf-Georg Ringe, University of Oxford
Edmund-Philipp Schuster, London School of Economics and Political Science
Heike Schweitzer, University of Florence
Emilie van de Walle de Ghelcke, Freshfields Bruckhaus Deringer
Crispin Waymouth, European Commission