Corporate Boards in European Law: A Comparative Analysis

Hardcover | December 28, 2013

EditorPaul Davies, Klaus Hopt, Richard Nowak

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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 onshareholder 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 ofthe 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 analyticalinformation 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 andemployee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

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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 onshareholder structure, partly on historical, ...

Paul Davies is the Allen and 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. Kl...

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Format:HardcoverDimensions:864 pages, 9.21 × 6.14 × 0.1 inPublished:December 28, 2013Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0198705158

ISBN - 13:9780198705154

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Table of Contents

Part I: General Report1. Paul Davies, Klaus J. Hopt, Richard G.J. Nowak and Gerard van Solinge: Boards in Law and Practice: A Cross-Country Analysis in EuropePart II: National Reports2. Koen Geens: Belgium3. Alain Pietrancosta, Paul-Henri Dubois and Romain Garcon: France4. Markus Roth: Germany5. Guido Ferrarini, Gian Giacomo Peruzzo and Marta Roberti: Italy6. Richard G.J. Nowak: The Netherlands7. Stanislaw Soltysinski: Poland8. Andres Recalde Castells, Francisco Leon Sanz and Nuria Latorre Chiner: Spain9. Rolf Skog and Erik Sjoman: Sweden10. Peter Bockli: Switzerland11. Paul Davies: United Kingdom