Contents

pp v-viii

List of contributors

pp ix-xxiv

Foreword

pp xxv-xxx

PART I - Perspectives in company law, SECTION 1: European company law: regulatory competition and free movement of companies

pp 1-4

1 - The European Model Company Act Project

pp 5-17

2 - The Societas Privata Europaea: a basic reform of EU law on business organizations

pp 18-42

3 - Ius Audacibus. The future of EU company law

pp 43-60

4 - Free movement of capital and protectionism after Volkswagen and Viking Line

pp 61-90

5 - Centros and the cost of branching

pp 91-123

6 - Towards the end of the real seat theory in Europe?

pp 124-131

7 - The Commission Recommendations of 14 December 2004 and of 15 February 2005 and their implementation in Germany

pp 132-144

8 - The Nordic corporate governance model – a European model?

pp 145-162

PART 1 - Perspectives in company law, SECTION 2: Corporate governance, shareholders' rights and auditing

pp 163-164

9 - Stakeholders and the legal theory of the corporation

pp 165-182

10 - The renaissance of organized shareholder representation in Europe

pp 183-199

11 - In search of a middle ground between the perceived excesses of US-style class actions and the generally ineffective collective action procedures in Europe

pp 200-222

12 - Some modest proposals to provide viable damages remedies for French investors

pp 223-230

13 - Pre-clearance in European accounting law – the right step?

pp 231-243

14 - International standards on auditing and their adoption in the EU: legal aspects and unsettled questions

pp 244-263

15 - Corporate governance: directors' duties, financial reporting and liability – remarks from a German perspective

pp 264-275

16 - Some aspects of capital maintenance law in the UK

pp 276-301

17 - Luxembourg company law – a total overhaul

pp 302-321

18 - Role of corporate governance reform and enforcement in the Netherlands

pp 322-342

PART 1 - Perspectives in company law, SECTION 3: Takeover law

pp 343-344

19 - Adoption of the European Directive on takeover bids: an on-again, off-again story

pp 345-362

20 - Application of the Dutch investigation procedure on two listed companies: the Gucci and ABN AMRO cases

pp 363-372

21 - Obstacles to corporate restructuring: observations from a European and German perspective

pp 373-396

22 - Protection of third-party interests under German takeover law

pp 397-412

23 - Takeover defences and the role of law: a Japanese perspective

pp 413-422