Corporate Law

Power Point Presentation by G Tsagas on directors' duties during a UK hostile takeover bid @ UCL 8.3.12

by Georgina Tsagas

The takeover of Cadbury’s by Kraft in 2010 led to the questioning of the UK’s open market for corporate control and... more The takeover of Cadbury’s by Kraft in 2010 led to the questioning of the UK’s open market for corporate control and initiated a political enquiry into the framework regulating takeover bids. One of the concerns brought forward is that contrary to their role, target directors act more like “auctioneers” selling to the highest bidder rather than "stewards" looking after the company's long-term interests. The target board’s role as an advisor will be analysed with reference to the Code, common law, the Companies Act 2006 and the EU Takeover Directive. It will be argued that the grey areas of law reported on are the result of the conflicting aims to facilitate an open market for corporate control, whilst sustaining companies with a long-term vision. The legal solution proposed is strengthening the target board’s advisory role by providing directors with guidelines on how to construct their recommendation of a bid to shareholders.

Avoiding and surviving lawsuits: the executive guide to strategic legal planning for business

by Frank Shipper

[Polen] OGH: Erstreckung von Schiedsvereinbarungen auf Dritte

by Leonid Shmatenko

Co-authored with Martin Matthias Blüm

Published in: WiRO 2012, pp. 124 - 126

1. Ein neu eintretender Gesamtschuldner ist nicht an die Schiedsvereinbarung, die vom alten Schuldner geschlossen... more 1. Ein neu eintretender Gesamtschuldner ist nicht an die Schiedsvereinbarung, die vom alten Schuldner geschlossen worden ist, gebunden.

2. Der Gesellschafter einer Partnergesellschaft ist auch nicht an eine von der Gesellschaft geschlossene Schiedsvereinbarung gebunden.

3. Der Erwerber einer Gesellschaft nach Art. 554 polZGB ist an die vom Veräußerer vor der Veräußerung der Gesellschaft geschlossene Schiedsvereinbarung gebunden, soweit diese Streitigkeiten im Bezug zu der Gesellschaft stehen.

Gatekeeping

by Peter Oh

A view of the Dutch IPO cathedral

by Peter Oh

Veil-Piercing Unbound

by Peter Oh

Cross Border Insolvency and the Challenges of the Global Corporation: Evaluating Globalization and Shareholder Predictability through the UNCITRAL Model Law on Cross Border Insolvency and the European Union Insolvency Regulation

by Pedro Jose Bernardo

Awarded the Dean's Prize in Cross-Border Insolvency, Harvard Law School (Fall 2011)

While the intent of dominant cross border insolvency regimes such as the UNCITRAL Model Law and the European Union... more While the intent of dominant cross border insolvency regimes such as the UNCITRAL Model Law and the European Union Insolvency Regulation on Cross Border Insolvency is to “universalize” the resolution of corporations operating across various jurisdictions, the ideal outcome of maximizing firm value and ensuring predictability for corporate creditors and shareholders may not in all cases operate effectively because of (a) the high degree of discretion assumed by national insolvency authorities, particularly in determining the firm’s center of main interests, and (b) the inability of existing regimes to effectively resolve multinational corporate groups. It is in this way that existing cross border insolvency regimes can be viewed as a hindrance to globalization by both increasing transaction costs and encouraging an attitutde of territoriality among corporate players and regulators.

However, because of the recognized need for cooperation and coordination implicit in any effective cross border resolution, these regimes have succeeded in raising awareness of the need for effective cross border resolution and have pushed regulators to recognize not only the cross border effects of corporate resolutions, but also of the need to address lingering questions persisting in existing frameworks. It is in this zone of cooperation and coordination that these regimes serve as a potent counter-force against this attitude of territoriality spawned by lapses in existing regulations, thereby demonstrating the potential for enhancing both orderly resolution and promoting globalization in the corporate sphere.

Company Deregistration and Reinstatement: Part 1

by John Tarrant

(2008) 22(4) Commercial Law Quarterly 3.

Company Deregistration and Reinstatement: Part 2

by John Tarrant

(2008) 22(4) Commercial Law Quarterly 14.

Corporate Suicide: David Defeats (a deceased) Goliath

by John Tarrant

(2005) 2 University of New England Law Journal 97.

Privacy Restrictions on the Use of Public Share Registers

by John Tarrant

(2005) 23 Company and Securities Law Journal 457.

Trust Beneficiary not a Contingent Creditor

by John Tarrant

(2005) 13 Insolvency Law Journal 242.

Contingent Debts and Deeds of Company Arrangement

by John Tarrant

(2006) 24 Company and Securities Law Journal 62.

Continued Erosion of the Rule in Houldsworth’s Case

by John Tarrant

(2006) 24 Company and Securities Law Journal 183.

Co-operatives and a Liquidator’s Power to Examine

by John Tarrant

(2006) 14 Insolvency Law Journal 194.

Application for Reinstatement of Deregistered Company

by John Tarrant

(2007) 25 Company and Securities Law Journal 60.

The Dutch Auction Myth

by Peter Oh

A disciplina da remuneração de administradores nos códigos de governança corporativa britânicos e brasileiros sob a ótica da teoria da representação.

by Bruno Haack-Vilar

The first part of this paper presents the agency theory, specially as it was developed by Michael Jensen and William... more The first part of this paper presents the agency theory, specially as it was developed by Michael Jensen and William Meckling based on the developments of Fischer Black, Myron Scholes and Robert Merton. The second part tries to find elements from the agency theory in the corporate governance codes of the United Kingdom and Brazil. We conclude that while the agency theory influences the UK codes very much, the Brazilian ones have moved to a perspective much closer to the stakeholder theory.

The EU Means Business: A Survey of Legal Challenges and Opportunities

by Eric Engle

Private Limited Liability in Italy

by Massimiliano Caruso

Published in "New York International Chapter News", Vol. 16, No. 2, 2011.

The Italian Civil Code (“ICC”) recognizes three types of limited liability companies :
• Società a... more The Italian Civil Code (“ICC”) recognizes three types of limited liability companies :
• Società a responsabilità limitata, also known as S.r.l. (a private limited company);
• Società per Azioni, also known as S.p.a. (a joint-stock company);
• Società in Accomandita per Azioni, also known as S.a.p.a. (an hybrid form, rarely used in practice, that involves two categories of shareholders, some with and some without limited liability).
The S.r.l. is the most commonly used corporate form in Italy, although the Spa is the corporate form used by major public corporations listed on the Italian stock exchange and preferred by large private enterprises.