This article first describes the history of the use of the term ‘new institutional economics’ (NIE) since its introduction by Oliver Williamson. It shows how the term has evolved from a generic term to a standard term on the basis of NIE conference publications and collective volumes that appeared between 1984 and 1997. In 1997, the International Society for New Institutional Economics was founded. Ronald Coase, Douglass North and Oliver Williamson were the driving force behind this development. In the second part of this article, the meaning of the NIE is outlined according to the basic concepts of Williamson and North. The ideas of these two protagonists are compared with each other and their better-known criticisms are described and assessed. The final part of the article deals with possibilities for broadening and deepening the objectives and analytical style of the NIE. It concludes with the observation that the potentialities of the NIE are far from being exhausted.

This paper examines the relationship between blockholder ownership, dividend policy and firm value in the largest EU and US companies during 1988–1998. Large owners may benefit other shareholders by effectively controlling company managers, but may also differ from minority investors by a preference for retained earnings, from which they derive private benefits of control. This paper analyses these effects in a non-technical way using simple correlation analysis. The level of blockholder ownership in continental Europe is found to be much higher than in the US/UK, whereas firm value is somewhat lower. A negative association is found between blockholder ownership and firm value in continental Europe, which indicates that the level of blockholder ownership is excessive from a minority shareholder viewpoint. Moreover, although blockholder ownership levels in Europe are not generally associated with lower dividends, increases in blockholder ownership are found to be associated with decreasing dividends, and the stock market appears to respond more favourably to increasing dividends in companies with a high level of blockholder ownership. In the US/UK, higher blockholder ownership is generally associated with lower dividends, which are again negatively correlated with firm value. In both the EU and the US, the results therefore point to conflicts of interest between large blockholders and minority investors, but more strongly so in Europe.

The purpose of this article is to offer a wide-ranging consideration of the policy objectives underlying the derivative action. More specifically, it inquires into an indefinite, but fundamental, question that has received inadequate attention in the literature on corporate law theory in European and English law: what rationale or rationales justify the use of derivative actions? First, an initial analysis of the merits and demerits of the derivative action is presented. The article then analyses the role derivative actions may assume in enforcing corporate accountability. The question addressed is whether its purpose is primarily to deter misconduct or simply to compensate the company for the wrongdoing. The possible benefits and limitations of these rationales are explored. The article then examines the public image, or expressive value, of the derivative action. The purpose is to determine if some of the features inherent in the derivative action procedure enhance or detract from derivative actions being understood as a positive social force. Finally, it briefly considers strategies that can be pursued to reverse the negative effects of those forces that weaken the social meaning of derivative actions so that the action is more likely to be viewed as an instrument that affirms desirable norms in the corporate setting.

The corporate governance of investment funds was hardly studied in Italy before the reform of 1998, when the Financial Markets Consolidated Act (TUF) entered into force, amending the rules on management companies (SGRs) and introducing new corporate governance rules for listed companies. Following this reform, it is now clear that the management of SGRs is an extremely delicate and sensitive matter, especially when the legislator assigns a central role in the governance of listed companies to these intermediaries.

From 1998 onwards, commentators have gradually started to pay more attention to this topic, and the quantity and quality of the measures taken by the supervisory authorities and the Professional Association of Fund Managers (Assogestioni) have also increased. Consequently, there has been a very lively and rich debate in recent years.

The present article intends to address this debate and attempts to examine the issue from a double point of view: that of the unit holders (conflict of interests risk) and that of the companies in which the stakes are held (funds as minority shareholders). These aspects may become intertwined in cases in which, for example, a manager buys shares in a company for purposes of control or, at any rate, for purposes other than maximising the profits of the unit holders' investment.

Corporate governance developments in the Netherlands have concentrated on two distinct legal issues: first, the history and existence of the so-called ‘structure regime’ for large companies and, second, the discussions about a code of conduct for listed companies. In this article, both developments shall be examined. The structure regime reflects the traditional preference in the Netherlands for the stakeholders approach. The discussions about a code of conduct for listed companies have recently placed the issue of shareholders' interests more prominently on the agenda. This prompted the legislature to adopt the Company Structure Reform Act of 2004. With this piece of legislation, a first step has been taken towards granting more power to shareholders to the detriment of other stakeholders. Whether or not this will be the first step of a further development in the direction of a greater focus on shareholders' interests is hard to predict at this point in time.

This article provides a survey of German and English case law which illustrates some of the problems that State court judges, parties and arbitrators may encounter when national courts are asked to assist in arbitral proceedings that take place in another country. Although German and English arbitration laws define in which cases their State courts may support foreign arbitrations, the application of these laws may nevertheless prove difficult. The supportive measures requested from the German and English courts concerned the appointment of an arbitrator, the granting of interim relief and assistance in the taking of evidence. While the English courts rendered well-reasoned decisions, the two German courts handed down more controversial judgments.