Investor protection in Europe. Corporate law making, the MiFID and beyond

Author (Person) ,
Publication Date 2006
ISBN 978-0-19-920291-1
Content Type

EU policy in the area of corporate governance and capital markets is being reoriented. Harmonisation 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-American standards. 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 European system 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 future perspectives on the post-FSAP era.

Readership: Academics, scholars, libraries, and students in the field of international competition, financial regulation, corporate governance, and investment.

Contents :

Part 1: Institutional Structure, Regulatory Competition and Regulatory Strategies
1. The Economics and Politics of Corporate Governance in the European Union, Dennis C. Mueller
2. Political Yardstick Competition and Corporate Governance in the European Union, Pierre Salmon
3. Using Corporate Law to Compete for Investments, Ehud Kamar
4. A Legal Options Approach to EC Company Law, Gerard Hertig and Joseph A. McCahery
5. How Can Corporate Governance Codes Be Implemented?, Eddy Wymeersch

Part 2: The New European Regulation of Trading Venues
6. The MiFID: Competition in a New European Equity Market Regulatory Structure, Ryan Davies, Alfonso Dufour and Brian Scott-Quinn
7. The European Securities Industry. Further Evidence on the Roadmap to Integration, Barbara Alemanni, Giuseppe Lusignani and Marco Onado
8. The MiFID and Internalisation, Guido Ferrarini and Fabio Recine
9. Internalisation under the MiFID: Regulatory Overreaching or Landmark in Investor Protection?, Johannes Köndgen and Erik Theissen

Part 3: Further Issues in Regulatory Harmonization
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, Peter O. Mülbert
11. Conflicts of Interest in Investment Services: The Price and Uncertain Impact of MiFID s Regulatory Framework, Luca Enriques
12. The Public Offering of Securities Concept in the New Prospectus Directive, Alain Pietrancosta
13. Nonfinancial Disclosure between Shareholder Value and Socially Responsible Investing, Francesco Denozza

Part 4: After the Financial Services Action Plan
14. Effective Policy Design for the Retail Investment Services Market: Challenges and Choices Post FSAP, Niamh Moloney
15. Financial Market Integration in the Post FSAP Era. In Search of Overall Conceptual Consistency in the Regulatory Framework, Michel Tison
16. Securities Clearing and Settlement:Regulatory Developments in Europe, Eddy Wymeersch
17. Structuring Securities Regulation in the European Union: Lessons from the U.S. Experience, Donald C. Langevoort

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