Corporate governance has become an important issue in all industrial economies. It relates to the internal organization and power structure of the firm, the functioning of the board of directors both in the one-tier and the two-tier system, the ownership structure of the firm, and the interrelationships among management, board, shareholders and possibly stakeholders, in particular the workforce of the enterprise and the creditors. These interrelationships include monitoring of the management by the board and external supervisors, and shareholders activism. This book has grown out of a conference entitled "Comparative Corporate Governance, An International Conference, United States - Japan - Western Europe" which was held in Brussels on 14 June 1995. It was organized by the Financial Law Institute of the University of Ghent, and the Study Centre on Groups of Enterprises in Brussels under the scientific direction of Eddy Wymeersch. The book contains the contributions by the speakers in an enlarged and updated form together with source material and references. The editors have collected a selection of 18 documents on corporate governance from seven countries (United Kingdom, USA, Canada, France, Germany, the Netherlands and Belgium). These documents date from the 1990s, most of them from 1995 and 1996, and are to be made available more easily to business and academia in other countries than the one in which they have been elaborated. They offer a wealth of data, insights, self-regulatory experiences and legislative proposals which show that, despite all the national deep-rooted differences, the core problems are very similar indeed.

The volume contains 23 articles by international experts, both scholars and practioners dealing with the development of institutional investors (such as banks, insurances, investment companies, pension funds etc.), their investment and voting policies, the impact on managements of the companies concerned and related issues. The consequences of the international development on capital markets as well as policy implications for the respective national legislations are treated.

The European Commission is already preparing the future framework of not-for-profit organizations which will be available to Europeans. The aim of the European Foundation Project is to develop the legislative draft for the legal form of a European Foundation. A team of experts in comparative law from across Europe, commissioned by the Bertelsmann Foundation, the Compagnia di San Paolo, and the ZEIT-Stiftung Ebelin and Gerd Bucerius, has undertaken feasibility research, and developed a proposal. The resulting draft legislation is clearly presented here in a way which makes it easy for the reader to locate information on specific legal issues. The draft is supported by comprehensive explanatory chapters, as well as comparative chapters on each issue which cover European countries, the USA and China. This book lays the groundwork for policy and advocacy initiatives in the European foundation and the not-for-profit sector.

Zwei aktuellen Themen von hoher kreditwirtschaftlicher Tragweite hat die Bankrechtliche Vereinigung - Wissenschaftliche Gesellschaft fA1/4r Bankrecht e.V. ihrem Bankrechtstag 2002 in Leipzig gewidmet. Neben den Auswirkungen der Schuldrechtsreform auf das Recht der BankgeschAfte wurde die unternehmensinterne Wissenszurechnung behandelt. 1. Abteilung: Neues Schuldrecht und BankgeschAfte Mathias Habersack, Mainz: Auswirkungen der Schuldrechtsreform auf das Recht der BankgeschAfte; Herbert Schimansky, Marxzell: Das Recht der Aoeberweisung ab 1. Januar 2002; Ahrend Weber, Berlin: Das neue Schuldrecht in der kreditwirtschaftlichen Praxis 2. Abteilung: Wissenszurechnung bei Kreditinstituten Josef Drexl, MA1/4nchen: Wissenszurechnung im unabhAngigen und Konzernunternehmen- Zivil-, gesellschafts- und bankrechtliche Aoeberlegungen; Gerd Nobbe, Karlsruhe: Wissenszurechnung in der Rechtsprechung des Bundesgerichtshofs; JA1/4rgen SchrAter, Frankfurt am Main: Wissenszurechnung aus der Sicht der kreditwirtschaftlichen Praxis

Mediation provides an attractive alternative to resolving disputes through court proceedings. Mediation promises just results in the interest of all parties concerned, a reduction of the court caseload, and cost savings for the parties involved as well as for the treasury. The European Directive on Mediation has given mediation in Europe new momentum by establishing a common framework for cross-border mediation. Beyond Europe, many states have tried in recent years to answer the question whether, and if so, how mediation should be regulated at a national and international level. The aim of this book is to promote the understanding and discussion of regulatory issues by presenting comparative research on mediation. It describes and analyses the law and practice of mediation in twenty-two countries. Europe is represented by chapters on mediation in Austria, Bulgaria, England, France, Germany, Greece, Hungary, Ireland, Italy, the Netherlands, Norway, Poland, Portugal and Spain. The world beyond Europe is analysed in chapters on mediation in Australia, Canada, China, Japan, New Zealand, Russia, Switzerland and the USA. Against this background, further chapters on fundamental issues identify possible regulatory models and discuss central principles of mediation law and practice. In particular, the work considers harmonisation and diversity in the law of mediation as well as the economic and constitutional problems associated with privatising civil justice. To the extent available, empirical research is used as a point of reference in the critical analysis.

This comprehensive account of financial regulation and supervision in times of crisis analyses the complex changes under way regarding the new financial regulatory structures in the EU. Focusing on the organisation of financial supervision, it deals with the background to the reforms, the architecture of the regulatory system, the likely implications for the financial institutions and the challenge of international co-operation. Changes in the US have been heavily criticised and in Europe a brand new regulatory system with three new regulatory agencies and a systemic risk board has been developed. National systems are in the process of being updated. International cooperation, although still difficult, has made progress, with the Financial Stability Board now acting on behalf of the G.20. Central bank cooperation has improved significantly and in the meantime, sectoral regulations are being adapted in full speed, such as Basel III, AIDMD, MiFID and many others. This book gives an overall view of these complex changes. The first section of the book provides an assessment of the reforms and considers the background to their making. In the section on regulatory structure there is analysis of the new regulatory bodies, their complex competences and actions. The book also takes a critical look at their likely effectiveness. The final section of the work considers the actual implementation of the new rules in a cross-border context.

Increased regulatory competition has sharpened the comparative awareness of advantages or disadvantages of different national models of political economy, economic organization, governance and regulation. Although institutional change is slow and subject to functional complementarities as well as social and cultural entrenchment, at least some features of successful modern market economies have been in the process of converging over the last decades. The most important change is a shift in governance from state to the market. As bureaucratic ex-ante control is replaced by judicial ex-post control, administrative discretion is replaced by the rule of law as guidelines for the economy. Furthermore, at least to some extent, public enforcement is being reduced in favor of private enforcement by way of disclosure, enhanced liability, and correspondent litigation for damages. Corporatist approaches to governance are giving way to market approaches, and outsider and market-oriented corporate governance models seem to be replacing insider-based regimes. This transition is far from smooth and poses a daunting challenge to regulators and academics trying to redefine the fundamental governance and regulatory setting. They are confronted with the task of making or keeping the national regulatory structure attractive to investors in the face of competitive pressures from other jurisdictions to adopt state-of-the-art solutions. At the same time, however, they must establish a coherent institutional framework that accommodates the efficient, modern rules with the existing and hard-to-change institutional setting. These challenges - put in a comparative and interdisciplinary perspective - are the subject of the book. As a reflection of the transnationality of the issues addressed, the world's three leading economies and their legal systems are included on an equal basis: the EU, the U.S., and Japan across each of the subtopics of corporations, bureaucracy and regulation, markets, and intermediaries.

The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

This book investigates the relationship between company law, securities markets and securities regulation. The purpose of this investigation is to try and determine whether listed companies should be treated differently by company law from other companies. The issues here raise questions about corporate governance, the relative power of regulators and markets and the effect of market forces on regulators.

The economic importance of the non-profit sector is growing rapidly in the USA and Europe. However, the law has not kept abreast with its development. The European Court of Justice has extended certain freedoms of the EC Treaty to non-profit organisations, and more case law is expected to follow in the near future, but the observations, theories, solutions and legal and non-legal rules in this field are manifold. The chances of harmonising the law on a European level are slim. Despite these differences, a common core of international corporate governance problems and regulatory solutions can be seen. This volume of essays brings together a variety of international experts from both corporate governance and governance of non-profit organisations to compare the two areas and explore the lessons that can be learned regarding comparative corporate governance for non-profit organisations.

Zwei aktuellen Themen von hoher kreditwirtschaftlicher Tragweite hat die Bankrechtliche Vereinigung - Wissenschaftliche Gesellschaft fA1/4r Bankrecht e.V. ihren Bankrechtstag 2001 in Kiel gewidmet: a žEntgeltklauseln in der Kreditwirtschafta und a že-Commerce von Kreditinstitutena .Die Entgeltgestaltung von Kreditinstituten auf der Grundlage von Allgemeinen GeschAftsbedingungen hat inzwischen die Rechtsprechung seit mehr als zehn Jahren intensiv beschAftigt, steht aber immer noch, z.B. neuerdings hinsichtlich Zinsanpassungsklauseln, im Vordergrund des Interesses. Einerseits spielt es eine entscheidende Rolle, ob vom Entgelt fA1/4r eine vereinbarte Leistung ausgegangen werden kann oder ob durch eine Nebeneinrede Kosten A1/4berwAlzt werden. Andererseits sollen Klauseln A1/4ber Entgelte und ihre A"nderung hinreichend bestimmt und fA1/4r den Kunden nachvollziehbar sein.Der e-Commerce von Kreditinstituten gewinnt infolge der technischen Entwicklung, namentlich etwa fA1/4r Anwendungen des online-banking, steigende Bedeutung und bringt zahlreiche Rechtsfragen mit sich, z.B. hinsichtlich der VertragsabschlA1/4sse bei Kommunikation im Internet und der dabei zu wahrenden Datensicherheit.