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Abbreviations xiii-xvii

The Contributors xix-xxvi

Part1:Institutional Structure,Regulatory Competiion and Regulatory Strategies 1

Chapter1:The Economics and Politics of Corporate Governance in the European Union

by Dennis C. Mueller 3

A. Introduction 3

B. Corporate Governance and Economic Performance 4

C. Institutional Explanations for Differences in performance 15

D. Is There a Best Corporate Governance System? 20

E. Are Corporate Governance Systems Converging? 21

F. Will Corporate Governence Systems Achieve a Full convergence? 22

Chapter 2: Political Yardstick Competition and Corporate Governance in the Eurolpean Union

by Pierre Salmon 31

A. Introduction 32

B. Selected Features of Yardstick Competition Among Goverments 33

C. The Peculiar Pth Borrowed by European Integration 37

D. Corporate Law and Yardstick Competition among EU Member countries 41

E. Is Yardstick Competition at a Higher Level Likely to Start a Centralizing Dynamic Akin To that of the Single Market? 50

F. Conclusion 55

Chapter3: Using Corporate Law to Compete for Investments

by Ehud Kamar 59

A. Introduction 59

B. Competition for Investments 64

C. The Incentives to Compete 80

D. Normative Implications 99

E. Toward a General Theory of Regulatory Competition 113

F. Conclusion 117

Chapter4: A Legal Options Approach to EC Company Law

by Gerard Hertig and Joseph A. McCahery 119

A. Introduction 120

B. Toward a Flexible Approach to EU Company Law 123

C. Impact on Regulatory Arbitrage and Competition 126

D. The Benefits of a Pro-Choice Approach 128

E. Step-by-Step reform Recommendations 131

F. Conclusion: The Future of the Pro-Choice Approach 138

Chapter5: How Can Corporate Governance Codes Be Implemented?

by Eddy Wymeersch 143

A. Regulating Corporate Governance 144

B. Enforcing Corporate Governance Codes 149

C. Conclusion 158

Part2: The New European Regulation of Trading Venues 161

Chapter6: The MiFID: Competition in a New European Equity Market Regulatory Structure

by Ryan Davies, Alfonso Dufour and Brian Scott-Quinn 163

A. Introduction 163

B. Internalisation and Fragmentation 166

C. U.S. Regulatory Experience 174

D. European Landscape 179

E.The MiFID 187

F. Conclusion 191

Chapter7: The European Securities Industry. Further Evidence on the Roadmap to Integration

by Barbara Alemanni, Giuseppe Lusignani and Marco Onado 199

A. Foreword 199

B. The Roadmap: the European Approach 200

C. The Roadmap: Main Issues and Findings 211

D. The Present Landscape 216

E. The Trading Costs in European Exchanges: A Comparative Analysis 218

F. Costs of Post-Trading in Europe: A Comparative Analysis 226

G. Conclusions and Policy Implications 229

Chapter8: The MiFID and Internalisation

by Guido Ferrarini and Fabio Recine 235

A. General 236

B. The ISD Review 241

C. The MiFID and Internalisation 256

D. Conclusions 267

Chapter9: Internalisation under the MiFID: Reguatory Overreaching or Landmark in Investor Protection?

by Hohannes Kondgen and Erik Theissen 271

A. Breaking New Ground in European Securities Regulation 271

B. The Case for Regulation: Some Economic Fundamentals 274

C. The German Version of Intermalisation: A View on Current (Pre-MiFID) Market Practice and Regulation 277

D. A Critical Assessment of the Directive 283

E. Xetra Best-A Blueprint for Other European Exchanges? 290

F. Conclusions 294

Part3: Further Issues in Regulatory Harmonization 297

Chapter10: 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

by Peter O. Mulbert 299

A. Introduction 299

B. The Present Contractual Approach to Regulating the Firm-Client Relationship: The German Example 300

C. The Contents of the Conduct of Business Obligations: Selected Issues 303

D. Implications for the (German) Law of Contract Relating to Securities Transactions 316

E. Concluding Remarks 320

Chapter11: Conflicts of Interest in Investment Services: The price and Uncertain Impact of MiFID's Regulatory Framework

by Luca Enriques 321

A. Introduction 322

B. Why Specific Rules on Conflicts of Interest? 324

C. The MiFID and Prospective Level 2 Rules on Conflicts of Interest 325

D. Too Much Scope for 'Honesty and Fair Dealing' to Achieve Uniformity? 331

E. Same Rules for Different Investor Protection Needs: A Wise Choice? 334

F. Conclusions 338

Chapter12: The 'Public Offering of Securities' Concept in the new Prospecatus Directive

by Alain Pietrancosta 339

A. An Innovative but Evasive Definition of the 'Offer of Securities to the Public' 345

B. The Clarifications Brought on by an A Contrario Interpretation of the Exemptions 351

Chapter13: Nonfinancial Disclosure between 'Shareholder Value' and 'Socially Responsible Investing'

by Francesco Denozza 365

A. Financial and Nonfinancial Disclosure 365

B. The Notion of Nonfinancial Information 367

C. The Interpretation of the Transparency Directive and its Relationship with the Market Abuse Directive 368

D. The Notion of 'Inside Information' 369

E. From the Interpretation of Lawto the Analysis of Conflicts Amongst the Different Interests of the Individuals Involved: The 'Shareholder Value' Model 372

F. Disclosure Duties: Not a Matterof Increasing Overall Welfare, but of Favouring One Out of Different, Conflicting, Interests 375

Part4: After the Financial Services action Plan 379

Chapter14: Effective Policy Design for the retail Investment Services Market: Challenges nd Choices Post FSAP

by Niamh Moloney 381

A. The EU Investment Services Market and Retail Investor policy 381

B. The Delivery of Retail Paoalicy through a Regulatory Strategy 386

C. The Regulatory Strategy as Expressed Through the MiFID Conduct of Business Regime 391

D. The Risks of a Regulatory Strategy 407

E. A Multi-Stranded Strategy for the Retail Markets 422

F. Conclusion 440

Chapter15: Financial Market Integration in the Post FSAP ERA

In Search of Overall Conceptual Consistency in the Regulatory Framework

by Michel Tison 443

A. Introduction 443

B. The Underlying Regulatory Concepts: From Minimum to Maximum Harmonisation or Something in Getween? 445

C. Division of Regulatory Powers Between Home and Host State 452

D. Conclusions 463

Chapter16: Securities Clearing and Settlement:Regulatory Developments in Europe

by Eddy Wymeersch 465

A. A Short Introduction to Securities Clearing and Settlement 465

B. The Legal and Regulatory Environment of Securities Clearing and Settlement 469

C. Conclusion 483

D. Later Developments 483

Chapter17: Structuring Securities Regulation in the European union: Lessons from the U.S. Experience

by Donald C. Langevoort 485

A. The Primacy of Enforcement 488

B. The Influences on SEC Enforcement Discretion 491

C. The Potential for Home Bias in SEC Enforcement 496

D. Lessons for the EU 501

E. Conclusion 506

Index 507

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Investor protection in Europe : corporate law making, the MiFID and beyond 이용현황 표 - 등록번호, 청구기호, 권별정보, 자료실, 이용여부로 구성 되어있습니다.
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This collection of essays examines investor protection in Europe. It offers a broad and coherent examination of the effects of regulatory competition versus harmonization, and covers both capital market and company law perspectives. Including coverage of both the EU and the US, this volume analyses the recent Markets in Financial Instruments European Directive, and explores clearing, settlement, prospectuses, and transparency regulation.

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, wither as a reaction to financial scandals or in an effort to enhance investment. Convergence has increased as a result, particularly towards Anglo-Americanstandards. Yet differences still exist, profoundly rooted in national systems of corporate governance. By contrast, capital markets law would seem to be an exception, having undergone intense harmonization in the last few years through the Lamfalussy regulatory architecture. Nonetheless, a Europeansystem of securities regulation is not yet in place. Regulation is predominantly domestic, while private laws affecting capital markets are still divergent. This volume examines the ongoing debate from an interdisciplinary perspective. Part 1 explores the political determinants of corporate governance and evaluates likely convergence and the role of regulatory competition. Part 2 considers the Markets in Financial Instruments Directive (MIFID) and its central role in harmonizing EU securities trading. Part 3 analyzes the MiFID more deeply and explores other measures including the Prospectus and Transparency Directives. Part 4 offers futureperspectives on the post-FSAP era.

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