Corporate Boards in Law and Practice: A Comparative Analysis in Europe

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Paul Davies (Allen & Overy Professor of Corporate Law, Allen & Overy Professor of Corporate Law, University of Oxford) Klaus Hopt (Professor and Director, Professor and Director, Max Planck Institute for Comparative and International Private Law)

Corporate Boards in Law and Practice

A Comparative Analysis in Europe

Paul Davies (Allen & Overy Professor of Corporate Law, Allen & Overy Professor of Corporate Law, University of Oxford), Klaus Hopt (Professor and Director, Professor and Director, Max Planck Institute for Comparative and International Private Law), Richard Nowak (Senior advisor and lecturer, Senior advisor and lecturer, Clifford Chance Amsterdam and Radboud University Nijmegen) , Gerard van Solinge (Professor of company law and Attorney, Professor of company law and Attorney, Radboud University Nijmegen and Allen & Overy Amsterdam)

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English

Oxford University Press
21 November 2013

Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

Edited by: Paul Davies (Allen & Overy Professor of Corporate Law Allen & Overy Professor of Corporate Law University of Oxford), Klaus Hopt (Professor and Director, Professor and Director, Max Planck Institute for Comparative and International Private Law), Richard Nowak (Senior advisor and lecturer, Senior advisor and lecturer, Clifford Chance Amsterdam and Radboud University Nijmegen), Gerard van Solinge (Professor of company law and Attorney, Professor of company law and Attorney, Radboud University Nijmegen and Allen & Overy Amsterdam)
Imprint: Oxford University Press
Country of Publication: United Kingdom
Dimensions: Height: 237mm, Width: 162mm, Spine: 58mm
Weight: 1.464kg
ISBN: 9780198705154
ISBN 10: 0198705158
Pages: 880
Publication Date: 21 November 2013
Audience: Professional and scholarly , Undergraduate
Format: Hardback
Publisher's Status: Active

Klaus J. Hopt is Professor and Director (emeritus), of the Max-Planck-Institute for Comparative and International Private Law, Hamburg. He is an expert for the German Parliament, the Constitutional Court and a number of international institutions. His research interests are European corporate, capital market, financial law and corporate governance issues. He has published many books and articles in these fields. Gerard van Solinge is a lawyer and counsel at Allen & Overy. He is full professor of corporate law since 1997 at the Radboud University Nijmegen and managing director at Van der Heijden Institute, Research Department for Corporate Law of the Research Centre Company & Law. He specialises in corporate governance, corporate litigation, mergers and acquisitions, public takeovers, international corporate law and Dutch Carribean Company law. Paul Davies is the Allen & Overy Professor of Corporate Law and Professorial Fellow of Jesus College at the University of Oxford. He is a deputy chairman of the Central Arbitration Committee. His research areas are corporate governance, corporate finance, regulation of securities markets and collective representation of employees. Richard J Nowak is Senior advisor with Clifford Chance Amsterdam and lecturer at the Radboud University Nijmegen and substitute-judge in the Court of Appeal Arnhem. Co-author of a Dutch textbook on company law and author of publications on Dutch company law and corporate governance.

Reviews for Corporate Boards in Law and Practice: A Comparative Analysis in Europe

The overall conclusion of this book is highly convincing and extremely helpful and enriching for every reader. It will definitely be of great help not only to academics and students, but also to practitiones who will discover many interesting national examples under the comparative approach adopted in the book. Dr Konstantinos Sergakis, International Company and Commercial Law Review