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The Third Country Regime for Investment Firms Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-03-11 Marije Louisse, Mirik van Rijn
In this article we discuss how an investment firm established outside the EU may provide services (to clients) in the EU. We explore how such third country firms may enter the European market and discuss the current state of the third country regimes as provided (partly) under EU law, their use—or notable lack thereof—and the challenges involved in the supervision of third country firms. We note that
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Third Country Relations and the Equivalence Regime: Treatment of Collective Investment Schemes Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-03-06
Abstract European legislation on investment funds does not provide for a single coherent third country regime. The UCITS Directive 1985, as one of the earliest directives aiming at financial product harmonisation within the European Union, never contained a third country regime. By contrast, the much younger AIFMD contains an elaborate, staged third country regime: while the first stage is essentially
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CCPs: EU Equivalence and Regulatory ‘Bazookas’ Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-02-28 Bas Zebregs, Victor de Serière
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Third-Country Regime and Equivalence: FinTechs Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-02-19
Abstract While equivalence decisions are a well-known feature of EU/EEA financial regulation, EU/EEA regulatory law has not yet introduced FinTech-specific equivalence assessments. This article develops a new policy approach that allows to build on the tied-agent concept and extends it to third-country FinTechs in accordance with equivalence principles. This new regime is built on the premise that
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Equivalence and Insurance Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-01-29 Arthur van den Hurk
The concept of equivalence is present in various forms in the Solvency II framework, the EU prudential regulatory framework for insurance and reinsurance. While equivalence in Solvency II does not grant, or should not be equated to, market access for market participants that make use of the equivalence instruments within Solvency II, equivalence plays an important role in insurance, in particular in
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Access to the UK Financial Market After the UK Withdrawal from the EU: Disruption, Design, and Diffusion Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-01-15 Niamh Moloney
This article examines the setting of the legal regime governing third country access to the UK financial market, in light of the political, market, and legal disruption associated with the UK withdrawal from the EU. It considers the UK reform context and the priority being given to securing UK financial market competitiveness, identifies a related and significant liberalization of the third country
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Third-Country Regime and Equivalence: The Swiss Perspective Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2024-01-08 Aline Darbellay
This paper discusses the role of the third-country regime and equivalence from the Swiss perspective. It provides an analysis of the evolution of the Swiss approach. The various reactions to EU developments have ranged from the attempt to implement a reciprocity principle, to the resort to unilateral recognition. An overarching purpose of the Swiss equivalence framework has consisted of the relentless
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A US Perspective on Equivalence Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-12-19 Lissa L. Broome
The EU and the US are more similar than they are different in their approach to equivalence. The world of derivatives is where the equivalence approach is most developed in the US, although in the US, equivalence is referred to as substituted compliance and is found only after a determination that the foreign regulatory regime is comparable to that in the US. US substituted compliance has been developed
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Sustainable Directors’ Duties and Reasonable Shareholders Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-11-30 Hans Tjio
This paper will examine the sustainability of directors’ duties from two perspectives, namely that the duties are stable in their own right and that they cover enough ground for them to help achieve sustainable goals. First, we will examine how directors’ duties to act in a company’s best interest operate well when shareholder interests are aligned. These duties, when breached, can be ratified by shareholders
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EIOPA, Unit-linked Insurance and Polish Product Intervention: A Silent Regulatory Revolution? Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-11-20 Lucie Škapová
When the Polish financial market supervisor Komisja Nadzoru Finansowego (KNF) notified its intention to prohibit certain unit-linked insurance products marketed in Poland, it created an unprecedented situation: for the first time, a financial market supervisor decided to trigger Chapter III of the PRIIPs Regulation and adopt product intervention measures in the insurance sector. If adopted, these measures
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Not Equivalent (Yet?): The Current EU Third Country Regime for Credit Institutions and Incoming Changes Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-10-26 Jens-Hinrich Binder
As part of the European Commission’s ‘Banking Package’, introducing a series of amendments to the key legal sources of EU banking regulation, a comprehensive proposal for the treatment of third country branches of credit institutions (i.e., branches of institutions licensed by non-EU jurisdictions seeking authorisation in an EU Member State) has been presented. If and when ultimately adopted, this
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Consumer Collective Redress in Turkey: The Need for Reform in Light of the EU Regime Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-10-23 Eda Şahin Şengül, Serkan Kaya
Over the past 25 years, since the beginning of the process of Turkey’s accession to the European Union (EU), the Turkish Republic has expanded its consumer protection strategy and adopted legislation in compliance with EU law. Still, full harmonisation has not been attained yet, particularly in the field of consumer disputes. One example is EU Collective Redress Directive 2020/1828 with which Turkish
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The Climate Crisis and Private Companies: How to Address the Sustainability Arbitrage Problem Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-10-18 Cem Veziroğlu, Abdurrahman Kayıklık
In the presence of pressing challenges related to climate change, there is a wide range of policy proposals concerning the green transition of companies. Although private companies—especially those in the energy sector—have a significant role in the climate crisis, current strategies focus mainly on public companies. Such a single-minded approach to policymaking could give rise to a phenomenon that
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Polish Takeover Regulation: The Recent Chapter in the Long Story of Flawed Rules, Legislative Hesitation and Policy Mistakes Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-09-26 Tomasz Regucki
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Trust Law in Macao: An Organisational Law Account Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-08-28 Hui Jing
Drawing on the experiences of its East Asian forerunners, Macao’s Legislative Assembly introduced the Trust Law of the Macao Special Administrative Region (Macao Trust Law) on 3 November 2022, with the dual aim of encouraging the public’s use of trusts during asset transactions and regulating the conducting of trust business in Macao. As a newly enacted law, it is hardly surprising that there is a
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The Potential of Blockchain Technology for Share Transfers in Non-listed Companies in Switzerland and the United Kingdom Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-08-01 Pascal Stocker
Blockchain technology has attracted significant attention across various disciplines, including company law. This article examines the potential of such technology for share transfers in non-listed Swiss stock corporations and UK private limited companies. At the outset, an overview of the traditional way to transfer shares in these companies is presented in order to subsequently identify the problems
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How Should Crypto Lending Be Regulated Under EU Law? Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-07-31 Emilios Avgouleas, Alexandros Seretakis
The collapse of Genesis is the latest in a cascade of failures of crypto lenders. The last year has seen numerous major crypto lenders, such as Celsius, Voyager and BlockFi, going out of business in domino-like fashion. The failures have revealed the vulnerabilities of crypto-market lenders’ business model, most notably the liquidity and maturity mismatches in their loan portfolios, and their markedly
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Bailout Blues: The Write-Down of the AT1 Bonds in the Credit Suisse Bailout Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-07-06 Javier Paz Valbuena, Horst Eidenmüller
The recent bailout of Credit Suisse is noteworthy for many reasons. One of them is that, while AT1 bondholders were wiped out, shareholders were not. This violates the ‘absolute priority rule’ which is central to corporate reorganisation and bank resolution regimes. In this article, we analyse the motives and mechanics of the write-down and argue that, given the bond terms, the prospect for a legal
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Debtor-in-Possession Financing in Reorganisation Procedures: Regulatory Models and Proposals for Reform Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-06-27 Aurelio Gurrea-Martinez
A situation of insolvency hinders a firm’s ability to obtain external finance. As a result, viable but financially distressed firms might be unable to keep operating and pursuing value-creating investment projects. Consequently, value can be destroyed for debtors, creditors, employees, suppliers and society as a whole. To address this problem, several jurisdictions around the world have adopted a system
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The EU’s Proposed Reform of Directors’ Duties and the Missing Link to Soft Law Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-06-27 Guido Ferrarini, Michele Siri, Shanshan Zhu
In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable. We also consider some issues to which the EU proposals on company law and sustainability paid scant attention, such as the role of corporate governance codes and other types of soft law, mainly of international origin, in promoting sustainable governance. In addition, we underline
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Farewell to the Anonymity of Bearer Share Certificate Holders in Turkish Law Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-06-07 Murat Gürel
Türkiye adopted a new regime on bearer share certificates to comply with the Recommendations of the Financial Action Task Force on money laundering by promulgating the Law on Preventing Financing of Proliferation of Mass Destruction Weapons on 31 December 2020. This new law does not prohibit the issuance of bearer share certificates but ends the anonymity of the holders. According to the new law, the
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Corporate Restructuring Laws Under Stress: The Case of Spain Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-05-08 Ignacio Tirado
The COVID-19 crisis caused an unprecedented global disruption of economic activity, which was especially intense in Spain due to the nature of its economy. Many legal and institutional reforms were adopted, and extraordinary economic measures implemented. As interim reforms are lifted and economic incentives wear off, Spain will need to grapple with the economic damage caused by the pandemic. Arguably
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Mid-Crisis Restructuring Law Reform in the United Kingdom Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-05-04 Kristin van Zwieten
Economic shocks create insolvency law-making space, generating opportunities for legal reform that may be absent in good times. Policymakers may suddenly acquire a mandate to resource institutions or drive through a change in the law where in good times such reforms were likely to be foiled by interest group capture, or simply unlikely to get sufficient political traction. A crisis, then, is an opportunity
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The Case Against a Special Regime for Intragroup Transactions Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-05-02 Luca Enriques, Sergio Gilotta
Corporate groups with minority shareholders in one or more subsidiaries are common around the world, despite the risks such arrangements pose to those shareholders. Shaping a firm as a web of formally independent, minority-co-owned legal entities facilitates controllers’ diversion of corporate wealth (tunnelling) via intragroup transactions and other non-transactional techniques. While many jurisdictions
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Shifting from Soft to Hard Law: Motivating Compliance When Enacting Mandatory Corporate Social Responsibility Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-04-26 Benedict Sheehy, Habib Zaman Khan, Paramita Prananingtyas, Phelein Sophiana
A policy shift from soft law to hard law rests on assumptions about motivating compliance. The basic idea is that people comply with soft law for personal, moral reasons but are motivated to comply with hard law by self-interested fear. While logically this is obvious, there is also support for the view that self-determination, organisational justice and social influence are better at motivating compliance
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The Pandemic as a Chance to Modernise Italian Insolvency and Restructuring Law Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-04-20 Lorenzo Stanghellini
The pandemic exerted a profound influence on Italian insolvency and restructuring law. In 2020, after several years of preparation, a wide-ranging reform, whose focus was to enhance the judicial management of distress, was about to enter into force in Italy. In that context, there were two events inducing a radical rethinking of that reform: the pandemic and the duty to transpose Directive (EU) 2019/1023
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A Cross-Country Policy-Maker Perspective on Corporate Restructuring Laws Under Stress Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-27 Antonia Menezes, Harry Lawless
The onset of the COVID-19 pandemic saw a period of rapid experimentation with insolvency law settings, designed to prevent a wave of insolvencies. Although governments acted quickly to keep debtors out of insolvency processes, they did not alter high levels of underlying indebtedness. In this worsening economic climate characterized by low growth, high inflation, fiscal tightening and high indebtedness
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Online Formation of Companies in Lithuania in a Comparative Context: Implementation of the Digitalisation Directive and Beyond Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-22 Virginijus Bitė, Ivan Romashchenko
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Changes to Czech Corporate Restructuring Laws During the COVID-19 Pandemic: A Comment Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-15 Petr Sprinz
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What Can Restructuring Laws Do? Geopolitical Shocks, the New German Restructuring Regime, and the Limits of Restructuring Laws Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-16 Horst Eidenmüller
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Governmental Measures in Switzerland Against Mass Bankruptcies During the Covid-19 Pandemic Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-16 Rodrigo Rodriguez, Jasmin Ulli
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Covid-19 Measures in Switzerland—Considerations from a Practice Perspective Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-15 Luca Jagmetti
This paper offers some observations from a practitioner perspective on Swiss measures to support businesses during the Covid-19 pandemic, as a complement to the paper ‘Governmental measures in Switzerland against mass bankruptcies during the Covid-19 pandemic’ by Rodriguez and Ulli in this volume. A brief overview of the main fiscal and non-fiscal measures is followed by analysis of the reasons for
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The EU Green Bond Standard: A Plausible Response to the Deficiencies of the EU Green Bond Market? Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-13 Michal Pyka
The article elaborates on the EU Green Bond Standard, a cornerstone of the Proposal for a Regulation on European green bonds that was put forward by the European Commission in July 2021. Within the analysis, three research questions are posed. First, the article deals with the question of whether the EU Green Bond Standard is really needed; particularly, whether there is a need for EU regulatory intervention
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Changes to Corporate Restructuring Laws in the Czech Republic During the Covid-19 Pandemic Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-13 Jan Lasák
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Corporate Restructuring Laws Under Stress. The Case of Spain Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-03-01 Nuria Bermejo
This paper offers some reflections on the effectiveness of the insolvency law measures adopted in Spain during the Covid crisis and on the provision of public funding during this crisis and the repayment of the corresponding claims. The analysis shows that the insolvency measures were inherently ill-suited for achieving the policy goal of preserving businesses, and that there was a good case for the
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Restructuring Lessons from the Covid Pandemic: Bail-Out vs. Market Approach Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-02-28 Wolfram Prusko, David Ehmke
Bail-out, bail-in, or restructuring? In this article, we argue that restructuring has its rightful place in macro crises, such as the Covid pandemic. A policy that primarily focuses on insolvency avoidance and bail-outs is misled as it creates unwanted risk incentives, distorts market selection and resource allocation, and reduces beneficial transformative pressure. As a crisis typically goes hand
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Corporate Restructuring Laws Under Stress: Policy-Making in Uncertain Times Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-02-21 Catherine Bridge Zoller
The economic crisis triggered by the coronavirus pandemic is the most significant global crisis of its kind outside of wartime and the full impacts are still largely unknown. The path to economic recovery is impaired by the war on Ukraine. Many countries have either entered or are about to enter an economic recession. Now that many government support measures have expired or have been exhausted, it
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Recognition and Enforcement of Foreign Arbitral Awards in Albania Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-02-06 Flutura Kola Tafaj, Silvana Çinari
This article aims to analyze the procedure and grounds for the refusal of recognition and enforcement of foreign arbitral awards in Albania by highlighting several legal issues that might arise during the procedure. The analysis is focused on the hierarchy of the applicable legal instruments, the competent authority, and the procedure for the recognition of foreign arbitral awards. The grounds for
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Homogeneity and Heterogeneity in How Institutional Investors Perceive Corporate and Securities Regulations Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-01-16 Wataru Tanaka, Masaki Iwasaki
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Institutional Investors, Alternative Asset Managers, and ESG Preferences Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2023-01-11 Joseph A. McCahery, P. C. Pudschedl, Martin Steindl
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The Corporate Design of Investments in Startups: A European Experience Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-12-19 Paolo Giudici, Peter Agstner, Antonio Capizzi
This is the first European study to conduct an extensive empirical research of startup charters. Our aim is to test whether the significant reforms of the law on the Italian società a responsabilità limitata (the GmbH-type limited liability company) were successful in making Italian corporate law more amicable towards startups and venture capital contracting techniques. We explain why, in the Italian
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Institutional Investor ESG Engagement: The European Experience Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-12-20 Gaia Balp, Giovanni Strampelli
Awareness of the systemic challenges posed by environmental and social issues has driven regulatory action undertaken at the EU level more strongly by far than in any other jurisdiction. Some pieces of regulation adopted under the umbrella of the so-called European Green Deal rely on institutional investors to drive a shift towards sustainable finance. But in spite of the growing practical relevance
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Artificial Intelligence and Sustainable Decisions Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-11-28 Jingchen Zhao, Beatriz Gómez Fariñas
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The Rise of Pre-Packs as a Restructuring Tool: Theory, Evidence and Policy Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-11-09 Aurelio Gurrea-Martinez
The use of pre-packs as a restructuring tool has been traditionally popular in the United Kingdom and the United States. In recent years, however, several jurisdictions around the world, including Singapore, India, Spain, the Netherlands and the Philippines have promoted the use of pre-packs. By shortening the length of insolvency proceedings, pre-packs have the ability to reduce the costs of financial
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Shareholder Engagement and Custody Chains Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-08-24 Eilís Ferran
Shareholder engagement has come to be seen to be pivotal to good corporate governance. It is therefore more important than ever for the mechanisms of shareholder engagement to be up to the important task they are meant to perform. Historically, these mechanisms have fallen short because of the capital markets’ necessary dependency on custody chains. Custody chains perform valuable functions but they
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Empirical Evidence for the Continuing Need to ‘Think Small First’ in UK Company Law Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-08-11 Jonathan Hardman, Guillem Ramírez Santos
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COVID-19, Macroeconomic and Sustainability Shocks, Moral Hazard and Resolution of Systemic Banking Crises: Designing Appropriate Systems of Public Support Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-08-09 Douglas W. Arner, Emilios Avgouleas, Evan C. Gibson
Banks have so far weathered well the financial turbulence caused by COVID-19 while at the same time being central in the economic and financial response. As the crisis moves from its initial phase as a short-term liquidity shock, the financial sector is facing increasing volumes of non-performing loans, raising the spectre of a banking solvency crisis. In economies already burdened with low-quality
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Cloud Outsourcing in the Financial Sector: An Assessment of Internal Governance Strategies on a Cloud Transaction Between a Bank and a Leading Cloud Service Provider Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-06-20 Jamelia M. Anderson-Princen
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Czech Corporate Governance in the Light of its History and the Influence of the G20/OECD Corporate Governance Principles Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-06-02 Bohumil Havel, Jan Lasák, Vlastimil Pihera, Ivana Štenglová
This article maps the development of Czech corporate law after 1989 against the backdrop of the gradual change of private law and its paradigms as well as considering especially the influence and use of corporate governance soft law. It describes some of the economic, political and social reasons that slowed down or marginalized the relevance of OECD Corporate Governance Principles after the transition
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Legal Challenges Towards Achieving Corporate Governance Transformations in Emerging Economies—Minority Shareholders’ Rights Protection: The Case of Saudi Arabia Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-05-30 Faisal D. Alfordy, Rohana Othman
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Promoting the Integration of Payment Markets: A Stakeholder’s Vision Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-05-25 Maria Manuela Domingos, Nelson Santos António, Carlos Manuel Pinheiro
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Impact of Artificial Intelligence on Corporate Board Diversity Policies and Regulations Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-05-24 Muzaffer Eroğlu, Meltem Karatepe Kaya
With the use of artificial intelligence (AI) technologies in company activities, discussions on how to use AI in company management have emerged. Although AI is not legally recognised as a director in company law, there are examples of robot directors such as Vital, which have managed to get a seat in the corporate boardroom. Today, AI is on the verge of playing an important role in corporate governance
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Consumer Collective Redress in Bosnia and Herzegovina: A Mechanism (Still) Waiting to Be Triggered Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-05-10 Zlatan Meškić
Bosnia and Herzegovina has been one of the first European states to introduce a generous consumer collective redress mechanism. It was established under the influence of the EU, the United States and former Yugoslav law. The legislation of Bosnia and Herzegovina provides an excellent opportunity to examine to which extent the collective redress remedies emanating from different legal traditions may
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Corporate Disclosures on Climate Change: An Empirical Analysis of FTSE All-Share British Fossil Fuel Producers Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-05-04 Daniel Attenborough
Although UK company law has become more sensitive to climate change problems, many open questions and issues remain about the practical utility of disclosure as a presumptive regulatory solution. This article presents and analyses unique empirical research to explore if and to what extent FTSE All-Share British fossil fuel producers are clearly and reliably: (a) integrating into their overall business
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Blinded by ‘Fairness’: Why We Need (Strong) Procedural Safeguards in Screening Self-Dealing and Obtaining a Fair Price Is Not the Answer Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-04-21 Alperen Afşin Gözlügöl
Ex post court review of related party transactions (RPTs) is one of the main mechanisms to deal with the problem of value diversion in public companies via self-dealing and is extensively made use of in Delaware and until relatively recently in most continental European countries. Such court review has also become to be known as the ‘fairness test’ whose contours may change depending on the jurisdiction
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Fit and Proper Requirements in the EU Banking Sector. A Step Further Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-04-19 Matteo Arrigoni, Mattia Rivolti
Prudential regulation has become increasingly important over time. In such a context, strict suitability requirements for members of the management body and key function holders are considered an adequate tool to safeguard the sound and prudent management of banks. In the years following the Great Financial Crisis in 2008–2009 and the Eurozone sovereign debt crisis in 2010–2012, the regulatory and
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Not by Contract Alone: The Contractarian Theory of the Corporation and the Paradox of Implied Terms Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-03-08 David Gibbs-Kneller, David Gindis, Derek Whayman
Contractarians view the corporation as a nexus of contracts, constituted by the express or implied consent of each party to or contracting with it. Strong-form contractarianism takes this claim literally and holds that a corporation can be created and sustained by contract alone, thanks notably to the courts’ supportive gap-filling role. We argue that this view is undermined by the way courts actually
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Private Investments, Public Goods: Regulating Markets for Sustainable Development Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-02-28 Celine Tan
In the new ecosystem for financing the sustainable development goals (SDGs), private actors are no longer passive bystanders in the development process, nor engaged merely as clients or contractors but as co-investors and co-producers in development projects and programmes. This ‘private turn’ in the financing of international development and other global public goods sees the enmeshment of public
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How Many Single Rulebooks? The EU’s Patchwork Approach to Ensuring Regulatory Consistency in the Area of Investment Management Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-02-24 Kian Navid
The principle of consistency has undergone a remarkable evolution in the European Union (EU) from a mere political objective to a justiciable constitutional principle of EU law. In the area of financial regulation, regulatory consistency plays a particularly salient role as it is considered a prerequisite for preserving financial stability. In the wake of the 2007/2008 financial crisis, EU policy makers
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Sustainability, Justice and Corporate Law: Redistributing Corporate Rights and Duties to Meet the Challenge of Sustainability Eur. Bus. Org. Law Rev. (IF 1.79) Pub Date : 2022-02-21 Benedict Sheehy
Sustainability is the main challenge for humanity. The current climate crisis and growing inequality are both the direct consequence of human choices and activities, particularly through the corporation. Addressing these challenges requires clarity on what we mean by sustainability and justice and precisely how the corporation contributes to the situation. Both sustainability and justice have geographic