ISBN : 9780199591459
The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.
PART I: EU LAW AND ECONOMIC PROTECTIONISM
2. European Company and Financial Law: Observations on European Politics, Protectionism, and the Financial Crisis
3. Is 'Protectionism' a Useful Concept for Company Law and Foreign Investment Policy? An EU Perspective
4. Protectionism, Capital Freedom and the Internal Market
5. When the State is the Owner: some further comments on the Court of Justice 'golden shares' strategy
PART II: TAKEOVERS AND MERGERS
6. The Takeover Directive as a Protectionist Tool?
7. Varieties of Corporate Governance and Reflexive Takeover Regulation
8. Cross-Border Restructuring - Company Law between Treaty Freedom and State Protectionism
9. Mechanisms of Ownership Control and the Issue of Disproportionate Distribution of Power
PART III: COMPANY LAW AND FORECLOSURE OF MARKETS
10. Deviations from Ownership-Control Proportionality - Economic Protectionism Revisited
11. Deviations from Ownership-Control Proportionality - Private Benefits and the Bigger Picture
12. Sovereign Wealth Funds - Market Investors or 'Imperialist Capitalists'? The European response to direct investments by non-EU state-controlled entities
13. Sovereign Wealth Funds: Neither Market Investors Nor 'Imperialist Capitalists': A Response to Heike Schweitzer
PART IV: HOW TO OVERCOME ECONOMIC PROTECTIONISM?
14. The European Model Company Act (EMCA): A new way forward
15. The Role of European Regulation and Model Acts in Company Law
16. How Does the Market React to the Societas Europaea?
17. Empirical Notes on the Societas Europaea