After Enron Improving Corporate Law and Modernising Securities Regulation in Europe and the US

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Format: Paperback
Pub. Date: 2006-11-07
Publisher(s): Hart Publishing
List Price: $157.86

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Summary

At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place."This collection of papers by leading US and European corporate law scholars provides fresh and rigorous analyses of the recent corporate governance scandals and the strategies devised by regulators to guard against future governance failures."Randall Thomas, John Beasley Professor of Law and Business, Vanderbilt University School of Law, Vanderbilt University.

Author Biography

John Armour is University Senior Lecturer in the Faculty of Law and Research Associate in Centre for Business Research at Cambridge University. Joseph A McCahery is Professor of Corporate Governance and Business Innovation at the University of Professor of Economics Econometrics and Professor of Financial Marker Regulation at Tilburg University Faculty of Law.

Table of Contents

Acknowledgements v
List of Contributors
ix
Introduction: After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the US 1(26)
John Armour
Joseph A McCahery
Part I: Stock Markets and Information
27(100)
The Mechanisms Of Market Efficiency Twenty Years Later: The Hindsight Bias
29(36)
Ronald J Gilson
Reinier Kraakman
Taming the Animal Spirits of the Stock Markets: A Behavioural Approach to Securities Regulation
65(62)
Donald C Langevoort
Part II: Corporate Scandals in Historical and Comparative Context
127(108)
Icarus and American Corporate Regulation
129(26)
David A Skeel, Jr
Corporate Governance after Enron: An Age of Enlightenment
155(4)
Simon Deakin
Suzanne J Konzelmann
Financial Scandals and the Role of Private Enforcement: The Parmalat Case
159(56)
Guido Ferrarini
Paolo Giudici
A Theory of Corporate Scandals: Why the US and Europe Differ
215(20)
John C Coffee, Jr
Part III: Evaluating Regulatory Responses: The US and UK
235(178)
The Case for Shareholder Access to the Ballot
237(28)
Lucian Arye Bebchuk
Rules, Principles, and the Accounting Crisis in the United States
265(30)
William W Bratton
The Oligopolistic Gatekeeper: The US Accounting Profession
295(48)
James D Cox
The Liability Risk for Outside Directors: A Cross-Border Analysis
343(24)
Bernard Black
Brian Cheffins
Michael Klausner
The Legal Control of Directors' Conflicts of Interest in the United Kingdom: Non-Executive Directors Following the Higgs Report
367(46)
Richard C Nolan
Part IV: Reforming EU Company Law and Securities Regulation
413(288)
Enron and Corporate Governance Reform in the UK and the European Community
415(30)
Paul Davies
Modern Company and Capital Market Problems: Improving European Corporate Governance After Enron
445(52)
Klaus J Hopt
Who Should Make Corporate Law? EC Legislation versus Regulatory Competition
497(48)
John Armour
Company and Takeover Law Reforms in Europe: Misguided Harmonization Efforts or Regulatory Competition?
545(30)
Gerard Hertig
Joseph A McCahery
The Regulatory Process for Securities Law-Making in the EU
575(66)
Eilis Ferran
EC Company Law Directives and Regulations: How Trivial Are They?
641(60)
Luca Enriques
Index 701

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