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Corporate Boards in Law and Practice

Corporate Boards in Law and Practice A Comparative Analysis in Europe

Author: Paul Davies; Klaus Hopt; Richard Nowak; Gerard van Solinge
Publisher: Oxford University Press
ISBN: 9780198705154
Published In: November 2013
Format: Hardback , 880 pages
Jurisdiction: European Union ? Disclaimer:
Countri(es) stated herein are used as reference only

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In depth analysis of the underlying reasons for the convergence and divergence of the national laws and regulation on boards
Analyses the historical and cultural roots of divergence in the role of corporate boards, and the pressures towards harmonization

Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes.

This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

Readership: This book is suitable for students, company lawyers, company practitioners, supervisory agencies and research institutions.

Part I: General Report
1: Paul Davies, Klaus J. Hopt, Richard G.J. Nowak and Gerard van Solinge: Boards in Law and Practice: A Cross-Country Analysis in Europe
Part II: National Reports
2: Koen Geens: Belgium
3: Alain Pietrancosta, Paul-Henri Dubois and Romain Garçon: France
4: Markus Roth: Germany
5: Guido Ferrarini, Gian Giacomo Peruzzo and Marta Roberti: Italy
6: Richard G.J. Nowak: The Netherlands
7: Stanislaw Soltysinski: Poland
8: Andrés Recalde Castells, Francisco León Sanz and Nuria Latorre Chiner: Spain
9: Rolf Skog and Erik Sjöman: Sweden
10: Peter Böckli: Switzerland
11: Paul Davies: United Kingdom

Klaus J. Hopt is Professor and Director (emeritus), of the Max-Planck-Institute for Comparative and International Private Law, Hamburg. He is an expert for the German Parliament, the Constitutional Court and a number of international institutions. His research interests are European corporate, capital market, financial law and corporate governance issues. He has published many books and articles in these fields.

Gerard van Solinge is a lawyer and counsel at Allen & Overy. He is full professor of corporate law since 1997 at the Radboud University Nijmegen and managing director at Van der Heijden Institute, Research Department for Corporate Law of the Research Centre Company & Law. He specialises in corporate governance, corporate litigation, mergers and acquisitions, public takeovers, international corporate law and Dutch Carribean Company law.

Paul Davies is the Allen & Overy Professor of Corporate Law and Professorial Fellow of Jesus College at the University of Oxford. He is a deputy chairman of the Central Arbitration Committee. His research areas are corporate governance, corporate finance, regulation of securities markets and collective representation of employees.

Richard J Nowak is Senior advisor with Clifford Chance Amsterdam and lecturer at the Radboud University Nijmegen and substitute-judge in the Court of Appeal Arnhem. Co-author of a Dutch textbook on company law and author of publications on Dutch company law and corporate governance.

Contributors:
Paul Davies, University of Oxford
Klaus J. Hopt, Max-Planck-Institute for Comparative and International Private Law
Richard G.J. Nowak, Clifford Chance Amsterdam
Gerard van Solinge, Allen & Overy
Koen Geens
Alain Pietrancosta, Sorbonne Law School
Paul-Henri Dubois, BCTG & Associés
Romain Garçon, Freshfields Bruckhaus Deringer
Markus Roth, University of Marburg
Guido Ferrarini, University of Genoa
Gian Giacomo Peruzzo, Genoa Law School
Marta Roberti, University of Genoa
Stanislaw Soltysinski, A. Mickiewicz University
Andrés Recalde Castells, Universidad Autónoma
Francisco León Sanz, Universidad de Huelva
Nuria Latorre Chiner, University of Valencia
Rolf Skog, Ministry of Justice, Sweden
Erik Sjöman, Vinge, Sweden
Peter Böckli, Böckli Bodmer & Partner, Basel.