DOCSLIB.ORG

The Manner in Which Corporate Law and Financial Regulations Are Made

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
The Manner in Which Corporate Law and Financial Regulations Are Made University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Comparative Corporate Governance and Financial Regulation Select Seminar Papers Spring 2016 The Manner in Which Corporate Law and Financial Regulations Are Made Supawich Sirikanchana University of Pennsylvania Sharareh Zand Goethe University Follow this and additional works at: https://scholarship.law.upenn.edu/fisch_2016 Part of the Administrative Law Commons, Business Law, Public Responsibility, and Ethics Commons, Business Organizations Law Commons, Comparative and Foreign Law Commons, and the European Law Commons Repository Citation Sirikanchana, Supawich and Zand, Sharareh, "The Manner in Which Corporate Law and Financial Regulations Are Made" (2016). Comparative Corporate Governance and Financial Regulation. 6. https://scholarship.law.upenn.edu/fisch_2016/6 This Seminar Paper is brought to you for free and open access by the Select Seminar Papers at Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Comparative Corporate Governance and Financial Regulation by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact [email protected]. GLOBAL RESEARCH SEMINAR ON COMPARATIVE CORPORATE GOVERNA NC E The Manner in which Corporate Law and Financial Regulations are made present to Prof. Brigitte Haar (Goethe-University) Prof. Jill E. Fisch (Penn Law School) written by Sharareh Zand (Goethe-University) Supawich Sirikanchana (Penn Law School) TABLE OF CONTENTS LIST OF ABBREVIATIONS IV LIST OF LITERATURE VI A. Introduction 1 B. The manner in which corporate law is made in Germany 1 I. An introduction to German corporate law 2 II. Historical Development of German corporate law 3 1. The origins of German corporate law 3 2. Corporate Law in the time of German liberalism 3 3. The 20th century: dissociation from codifications 4 4. Corporate law (on its way) in the 21st century 6 III. Europeanization of German corporate law 7 1. Daily Mail 8 2. Centros 8 3. Überseering 9 4. Inspire Art 9 5. Range and meaning of the decisions of the EuGH 10 6. Further endeavours towards Europeanization: Societas Europaea 11 IV. Corporate Governance in Germany 12 1. “Legal” basis: The German Corporate Governance Codex 13 2. Section 161 of the AktG 14 3. Structure of the DCGK 14 4. Legal nature of the DCGK or “comply or explain” 15 5. The DCGK under German constitutional law 17 V. Conclusion 17 II C. The manner in which corporate law and financial regulations are made in the US 19 I. The U.S. Corporate Governance Structure 19 1. State Law 19 2. The Idea behind State Law 23 3. Federal Statute 25 a) Managerial Capitalism Era 26 b) Investor Capitalism Era 28 c) Executive Defense and the Ideology of Shareholder Value Era 29 d) The Public Company Accounting Reform and Investor Protectism Act of 2002 (The Sarbanes-Oxley Act) 30 e) The Wall Street Reform and Consumer Protection Act of 2010 33 4. The Idea behind Federal Statute 36 5. Conclusion 38 D. Comparative Part 40 I. Legal Practice of Corporate Governance in the U.S. and Germany 40 1. How Corporate Governance is Made in the U.S. 40 2. How Corporate Governance is Made in Germany 41 3. The shareholder approach in the context of U.S. law principles 43 a) Shareholder Primacy Regime 43 b) Dispersed Share Ownership 45 c) Mandatory disclosure regime 47 4. The stakeholder approach 49 II. Harmonization 50 1. On a global level 50 2. On EU level 53 a) Approximation of national corporate laws 53 III b) New supranational legal forms 53 c) Control by the EuGH 53 III. Conclusion 54 IV LIST OF ABBREVIATIONS §(§) section(s) AEUV Treaty on the Functioning of the European Union AktG Stock Corporation Act AG Stock company AT Official section B-Corp Benefit Corporation BGB German Civil Code BGBL Federal Law Gazette CEO Chief Executive Officer Cf. compare DCGK German Corporate Governance Code DGCL Delaware General Corporation Law DNotZ German Notary Journal Dodd-Frank Wall Street Reform and Consumer Protection Act DRC Democratic Republic of Congo CSR Corporate Social Responsibility e.g. for example eBAnz Elektronischer Bundesanzeiger EC Treaty establishing the European Economic Community ECMH Efficient Capital Market Hypothesis ESOP Employee Stock Option Plan et seq(q). and the following(s) EuGH European Court of Justice F(f). Following(s) G-20 Group of Twenty GmbH Limited Liability Company V GmbHG Act on Limited Liability Companies HGB German Commercial Code IOSCO International Organization for Securities KG Limited Partnership LLC Limited Liability Company Ltd Limited MBCA Model Business Corporation Act MMOU Multilateral Memorandum of Understanding No. Number OECD Organisation for Economic Co-operation and Development OHG Partnership p(p). page(s) para(s). paragraph(s) PCAOB Public Company Accounting Oversight Board RabelsZ The Rabel Journal of Comparitive and International Private Law SEC Securities and Exchange Commission SOX The Sarbanes-Oxley Act TFEU Treaty on the Functioning of the European Union UK United Kingdom US/U.S. United States of America v./vs. versus Vol. volume RGBL Imperial Law Gazette ZCG Journal for Corporate Governance ZGR Journal for Business and Corporate Law ZHR Journal for Commercial and Economic Law VI LIST OF LITERATURE Achleitner, Ann-Kathrin; Ausgewählte Aspekte der Vorstandsvergütung in Rapp, Marc Stefan; Börsennotierten Unternehmen: Familien- vs. Nicht- Schaller, Philipp; Familienunternehmen Wolff, Michael ZCG No. 3 (2010), pp. 113-125, cited as: Achleitner/Rapp/Schaller/Wolff, ZCG 2010, p(p). 113, cited page(s). Allen, Hilary J. A New Philosophy for Financial Stability Regulation, 45 U. Chi. L. Rev. 173, (2013). Allen, William Commentaries and Cases on the Law of Business Organization (4th ed. 2012). Armour, John Who Should Make Corporate Law? EC Legislation versus Regulatory Competition ECGI - Law Working Paper No. 54/2005, online available on: http://ssrn.com/abstract=860444, cited as: Armour, ECGI No. 54/2005, cited page(s). The Essential Elements of Corporate Law: What is Corporate Law?, Leaflet No. 643, John M. Olin Center’s Program on Corporate Governance, Harvard Law School (2009). Armour, John; European Company Law 1999-2010: Renaissance and Ringe, Wolf-Georg Crisis Oxford Legal Studies Research Paper No. 63/2010, online available on: http://ssrn.com/abstract=1691688, cited as: Armour/Ringe, Oxford LSRP No. 63/2010, cited VII page(s). Bagaric, Mirko; Principles of Contemporary Corporate Governance Du Plessis, Jean Jacques; 3rd edition (2014), Hargovan, Anil; cited as: Bagaric/Du Plessis/Hargovan/Harris, Principles of Harris, Jason Contemporary Corporate Governance, cited page(s). Bainbridge, Stephen M. Corporate Law 1-2 3rd ed. 2015. Baums, Theodor Europäische Modellgesetzt im Gesellschaftsrecht Goethe Institute for Law and Finance, Working Paper No. 75, 01/2008, cited as: Baums, ILF 01/2008, cited page(s). Baums, Theodor; Corporate Governance in Germany (1998) Birkenkkaemper, Anja online available on: http://ssrn.com/abstract=158038, cited as: Baums/Birkenkaemper, CG, section. Bayer, Walter; Aktienrecht im Wandel II, Grundsatzfragen des Habersack, Mathias (editors) Aktienrechts (2007) cited as: author, in Bayer/Habersack, cited page(s). Bebchuk, Lucian The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and policy, 54 Stan. L. Rev. 1, (2002). Becht, Marco; Corporate Governance and Control Bolton, Patrick; ECGI - Finance Working Paper No. 02/2002, Röell, Ailsa online available on: http://ssrn.com/abstract=343461, cited as: Becht/Bolton/Roell, ECGI No. 02/2002, cited page(s). VIII Berle, Adolf A.; The Modern Corporation and Private Property (1932). Means, Gardiner C. Black, Jr., Lewis S. Why Corporations Choose Delaware 1-10 Delaware Department of State eds., 2007. Bohrer, Andreas The Impact of the Financial Crisis on the Law and the Legal Profession, International Junior Faculty Forum 2009, Harvard Law School & Stanford Law School (Feb. 5, 2016, 9:00 PM), http://ssrn.com/abstract=1511323. Braendle, Udo; The Societas Europaea - A Step Towards Convergence of Noll, Juergen Corporate Governance Systems? (2005), online available on: http://ssrn.com/abstract=704881, cited as: Braendle/Noll, SE, cited page(s). Bainbridge, Stephen M. Director vs. Shareholder Primacy in the Convergence Debate, Leaflet No.02-04, UCLA School of Law, Research Paper (2002). The Corporate Governance Provisions of Dodd-Frank, Leaflet No.10-14, UCLA School of Law, Law-Econ Research Paper (2010). Branson, Douglas M. Corporate Governance (1993). Bratton, William W. Enron and the Dark Side of Shareholder Value, 76 Tul. L. Rev. 1275, (2002). Bratton, William W.; Introduction: Institutional Investor Activism Hedge Funds McCahery, Joseph A., and Private Equity, Economics and Regulation, William W. Bratton and Joseph A. McCahery eds., 2015. IX Brummer, Chris Soft Law and The Global Financial System Rule Making in the 21st Century, 2nd ed. (2015). Cunningham, Lawrence A. Behavioral Finance and Investor Governance, 59 Wash. & Lee L. Rev. 1, (2002) (behavioral finance). Cheffins, Brian R. The History of Corporate Governance, Leaflet No.184/2012, ECGI-Law Working Paper (2012). Clark, Robert C. Corporate Governance Changes in The Wake of The Sarbanes-Oxley Act: A Morality Tale for Policymakers Too. Leaflet No. 525 John M. Olin Center’s Program on Corporate Governance, Harvard Law School (2005). Coffee Jr., John C. What Caused Enron?: A Capsule Social and Economic History of the 1990‘s, Leaflet No.204, Columbia Law and Economics Working Paper (2003). Cox, James D. How Delaware Law Can Support Better Corporate Governance, (F. Scott Kieff and Troy A. Parades eds., 2010). Cuervo-Cazurra, Alvaro; Codes of Good Governance Worldwide: What is the Aguilera, Ruth V. Trigger? Organization Studies, Vol. 25 No. 3 (2004) online available on: http://ssrn.com/abstract=260869, cited as: Cuervo-Cazurra/ Aguilera, cited page(s). Dammann, Jens The Future of Codetermination After Centros: Will German Corporate Law Move Closer to the U.S. Model? Fordham Journal of Corporate and Financial Law, Vol. 8 X (2003), pp. 607-684, online available on: http://ssrn.com/abstract=811564, cited as: Dammann, Fordham 2003, 607, cited page(s).
Load more

Recommended publications
  • Natural Persons, Juridical Persons and Legal Personhood
    Esta revista forma parte del acervo de la Biblioteca Jurídica Virtual del Instituto de Investigaciones Jurídicas de la UNAM www.juridicas.unam.mx http://biblio.juridicas.unam.mx exican M Review aw L New Series V O L U M E VIII Number 1 NATURAL PERSONS, JURIDICAL PERSONS AND LEGAL PERSONHOOD Elvia Arcelia QUINTANA ADRIANO* ABSTRACT. The study of commercial law can be divided into four basic ca- tegories: (a) individuals (natural persons); (b) objects of commerce; (c) legal instruments and (d) administrative and legal procedures. Business relations bet- ween individuals and business entities requires significant legal documentation, including atypical or nonstandard business contracts. A central feature of all business transactions is the “legal entity”, used by organizations worldwide to conduct business. In order for many businesses to carry out routine activities, they must have many of the same legal rights and responsibilities as natural persons. In a word, these entities require “legal personhood”. Which leads us to the question of Legitimation. The most widely used legal instruments are nons- tandardized business contracts. In essense, this is the delineation of contracting parties as entities with well-defined rights and obligations. This authority de- pends, in turn, on the legitimacy of the “personhood” of the contracting parties, which is often a point of dispute in business relations. Regardless of whether one accepts the use of terms “legal entity” and “legal personhood”, they often give rise to immeasurable and diverse conflicts domestically, regional and at global level. This had led to efforts to improve the rules of the International Chamber of Commerce and improve legal models that provide guidance to di- verse nations.
    [Show full text]
  • Doing Business in Denmark
    DOING BUSINESS IN DENMARK Denmark is often considered an easy and attractive place in Europe to set up a company and to do business. This is in no small part due to the country’s constant political and cul- tural situation as well as the relatively simple and predictable legal situation. As a foreign business or investor contemplating doing business in Denmark, there is, however, still a number of fundamental legal rules and principles to take into account. This guide provides a general introduction to certain legal issues which we believe are rel- evant to know based on our experience with international companies contemplating doing business in Denmark. This guide is not an exhaustive list of all the requirements that might apply to international companies and it is not a substitute for legal advice. We recommend that international companies considering doing business in Denmark seek legal advice tailored to the specific business and industry so as to be successful in their business ventures in Denmark. This guide was updated August 2020. Nedenstående er ikke juridisk rådgivning, og Moalem Weitemeyer har med nedenstående ikke påtaget sig ansvar af nogen art som konsekvens af en læsers benyttelse af nedenstående som grundlag for beslutninger eller overvejelser. Contents 1. Danish political and legal Structure ............................................................................... 3 2. Business Structures and Methods .................................................................................. 3 3. M&A/Takeovers ...........................................................................................................
    [Show full text]
  • The Use and Limits of Suspense Accounts
    KEY POINTS Feature Suspense accounts can maximise a creditor’s recoveries in a liquidation. To be effective a creditor should refrain from appropriating sums in such an account towards the outstanding debts until it has exhausted its other remedies. A suspense account will not assist a creditor to prove against a principal debtor for the entire amount owed where a surety’s obligations extend to part of a debt only and the surety has discharged that part. Author Matthew Padian Keeping it in suspense – the use and limits of suspense accounts Suspense accounts commonly feature in guarantees and security documents. They Conversely, if the lender credits £50 allow a creditor to credit partial payments from a surety, or from realising assets recovered from the guarantor to a suspense subject to security from a surety, to a suspense or “securities realisation” account. account, the lender can prove for £100 in The account represents a fund to which the creditor can resort, but without any the borrower’s liquidation. Assuming the obligation to do so until it has recovered all debts in full. This enables a creditor liquidation dividends are still 50 pence for to prove for the full amount owed in a liquidation of the principal debtor where a each £1 of debt, the lender will recover £50, shortfall is anticipated, thereby improving the prospects of a full recovery. meaning a total recovery of £100 once it uses the sum in the suspense account. The lender therefore achieves a full recovery. In this article we take a closer look at right to do so.
    [Show full text]
  • Fordham Journal of Corporate & Financial
    Fordham Journal of Corporate & Financial Law Volume 14 Issue 1 Article 3 2008 Approaching Comparative Company Law David C. Donald Follow this and additional works at: https://ir.lawnet.fordham.edu/jcfl Part of the Banking and Finance Law Commons, and the Business Organizations Law Commons Recommended Citation David C. Donald, Approaching Comparative Company Law , 14 Fordham J. Corp. & Fin. L. 83 (2008). Available at: https://ir.lawnet.fordham.edu/jcfl/vol14/iss1/3 This Article is brought to you for free and open access by FLASH: The Fordham Law Archive of Scholarship and History. It has been accepted for inclusion in Fordham Journal of Corporate & Financial Law by an authorized editor of FLASH: The Fordham Law Archive of Scholarship and History. For more information, please contact [email protected]. APPROACHING COMPARATIVE COMPANY LAW David C. Donald∗ ABSTRACT This Article identifies several common errors that occur in comparative law analyses, offers guidelines to help avoid such errors, and provides a framework for studying the company laws of three major jurisdictions. Part I discusses some of the problems that can arise in comparative law and offers a few points of caution that can be useful for practical, theoretical and legislative comparative law. Part II examines well-known examples of comparative analysis gone astray in order to demonstrate the utility of heeding the outlined points of caution. Part III provides an example of using functional definitions to demarcate the topic “company law,” offering an “effects” test to determine whether a given provision of law should be considered as functionally part of the rules that govern the core characteristics of companies.
    [Show full text]
  • Introduction to International Financial Law (Ll206)
    INTRODUCTION TO INTERNATIONAL FINANCIAL LAW (LL206) Course duration: 54 hours lecture and class time (Over three weeks) Summer School Programme Area: Law LSE Teaching Department: Department of Law Lead Faculty: Dr Philipp Paech (Dept. of Law) Pre-requisites: Introduction to legal methods or equivalent. No specific knowledge of financial markets is required. However, students from other disciplines need to familiarise with a number of fundamental concepts, such as property, contract and insolvency, before joining the course. Course description and learning outcome: (© Dr Philipp Paech) Introduction to International Financial Law (LL206) concerns the commercial, property and insolvency law aspects of international financial transactions. It addresses questions such as ‘How is a loan contract structured, and what are its effects on the parties?’, ‘What are the legal elements of derivatives?’, and ‘How can parties mitigate their financial risk through collateral and netting in an international setting?’. In short, this course explains how financial institutions make money from entering and subsequently dispersing financial risk on an 1 international scale. The course LL206 is therefore different from, but complimentary to, the course LL207 on International Financial Regulation, which rather concerns the limits to that activity set by the states for the common good. The first part of the course (1 lecture) is will introduce students to the financial market. The lecture explores who the different players are, their goals and business models, the types of transactions they use to achieve these goals, and the role of the law and of regulation. The academic analysis of this complex picture results in a surprising finding – there are only very few basic transaction types but they come in different guises and under different names.
    [Show full text]
  • Legal Origins and Modern Stock Markets
    ISSN 1045-6333 HARVARD JOHN M. OLIN CENTER FOR LAW, ECONOMICS, AND BUSINESS LEGAL ORIGINS AND MODERN STOCK MARKETS Mark J. Roe Discussion Paper No. 563 11/2006 Harvard Law School Cambridge, MA 02138 This paper can be downloaded without charge from: The Harvard John M. Olin Discussion Paper Series: http://www.law.harvard.edu/programs/olin_center/ The Social Science Research Network Electronic Paper Collection: http://papers.ssrn.com/abstract_id=9089872 This paper is also a discussion paper of the John M. Olin Center’s Program on Corporate Governance JEL Classifications: D21, G30, G34, L21, K4, K22 Legal Origins and Modern Stock Markets (forthcoming in Harvard Law Review, Volume 120) Mark J. Roe* Abstract Legal origin — civil vs. common law — is said in much modern economic work to determine the strength of financial markets and the structure of corporate ownership, even in the world’s richer nations. The main means are thought to lie in how investor protection and property protection connect to civil and common law legal origin. But, I show here, although stockholder protection, property rights, and their supporting legal institutions are quite important, legal origin is not their foundation. Modern politics is an alternative explanation for divergent ownership structures and the differing depths of securities markets in the world’s richer nations. Some legislatures respect property and stock markets, instructing their regulators to promote financial markets; some do not. Brute facts of the twentieth century — the total devastation of many key nations, wrecking many of their prior institutions — predict modern postwar financial markets’ strength well and tie closely to postwar divergences in politics and policies in the world’s richest nations.
    [Show full text]
  • Global Financial Services Regulatory Guide
    Global Financial Services Regulatory Guide Baker McKenzie’s Global Financial Services Regulatory Guide Baker McKenzie’s Global Financial Services Regulatory Guide Table of Contents Introduction .......................................................................................... 1 Argentina .............................................................................................. 3 Australia ............................................................................................. 10 Austria ................................................................................................ 22 Azerbaijan .......................................................................................... 34 Belgium .............................................................................................. 40 Brazil .................................................................................................. 52 Canada ................................................................................................ 64 Chile ................................................................................................... 74 People’s Republic of China ................................................................ 78 Colombia ............................................................................................ 85 Czech Republic ................................................................................... 96 France ............................................................................................... 108 Germany
    [Show full text]
  • The Optimal Pension System : Is Denmark Best?
    Upjohn Institute Press The Optimal Pension System: Is Denmark Best? Finn Østrup Copenhagen Business School Chapter 5 (pp. 113-130) in: Imagining the Ideal Pension System: International Perspectives Dana M. Muir and John A. Turner, eds. Kalamazoo, MI: W.E. Upjohn Institute for Employment Research, 2011 DOI: 10.17848/9780880993920.ch5 Copyright ©2011. W.E. Upjohn Institute for Employment Research. All rights reserved. Job Name: -- /331778t Imagining the Ideal Pension System International Perspectives Dana M. Muir John A. Turner Editors 2011 W.E. Upjohn Institute for Employment Research Kalamazoo, Michigan In order to view this proof accurately, the Overprint Preview Option must be checked in Acrobat Professional or Adobe Reader. Please contact your Customer Service Rep- resentative if you have questions about finding the option. Job Name: -- /331778t Library of Congress Cataloging-in-Publication Data Imagining the ideal pension system : international perspectives / Dana M. Muir, John A. Turner, editors. p. cm. “This book is based on the 2010 conference of the European Network for Research on Supplementary Pensions (ENRSP), held at the Economic Policy Institute in Washington, D.C., on September 10, 2010”—Foreword. Includes bibliographical references and index. ISBN-13: 978-0-88099-381-4 (pbk. : alk. paper) ISBN-10: 0-88099-381-2 (pbk. : alk. paper) ISBN-13: 978-0-88099-382-1 (hbk. : alk. paper) ISBN-10: 0-88099-382-0 (hbk. : alk. paper) 1. Pensions. I. Muir, Dana M., 1958- II. Turner, John A. (John Andrew), 1949 July 9- III. European Network for Research on Supplementary Pensions. HD7091.I464 2011 331.25'2—dc23 2011038440 © 2011 W.E.
    [Show full text]
  • Chris Odinet CV
    CHRISTOPHER K. ODINET The University of Iowa College of Law 130 Byington Road Iowa City, Iowa 52242 [email protected] | 319.467.4762 Twitter | Blog | SSRN | Bio RESEARCH AREAS Consumer Finance, Real Estate Transactions, Residential Mortgage Lending and Servicing, Property Law, Financial Technology (Fintech) and the Law, Commercial Law (Secured Transactions and Payment Systems), Banking and Financial Institutions, Civil vs. Common Law Systems PROFESSIONAL EXPERIENCE University of Iowa College of Law, Iowa City, IA Professor of Law and Michael & Brenda Sandler Fellow in Corporate Law summer 2021– present Professor of Law (tenured) summer 2020–present • Courses: Secured Transactions, Property Law, Consumer Finance Law, Real Estate Transactions and Finance University of Oklahoma College of Law, Norman, OK summer 2018–summer 2020 Associate Professor of Law (tenure-track) • Courses: Secured Transactions, Payment Systems, Real Estate Transactions, Consumer Finance Law, Bankruptcy, International Banking & Finance (Master of Legal Studies: Online) Affiliate Faculty in Entrepreneurship (OU Price College of Business) • Courses: Entrepreneurship Law (MBA program) Southern University Law Center, Baton Rouge, LA Affiliate Faculty summer 2018–present Horatio C. Thompson Endowed Assistant Professor spring 2016–summer 2018 Assistant Professor of Law (tenure-track) fall 2013–summer 2018 • Courses: Civil/Common Law Property, Sale & Lease, Commercial Paper, Security Devices/Secured Transactions, Housing and Community Development Seminar University of Iowa
    [Show full text]
  • Chris Brummer
    Chris Brummer Georgetown University Law Center 600 New Jersey Ave N.W. Washington, DC 20001 [email protected] EMPLOYMENT 2009-Present Georgetown University Law Center Agnes N. Williams Professor of Law Faculty Director, Institute of International Economic Law Courses taught: Securities Regulation; Corporations; International Finance and Regulation; Cryptoassets and the Law 2021-Present Columbia Law School Visiting Professor; Visiting Senior Fellow, Millstein Center 2019-Present CQ Roll Call, Washington DC Co-Founder, Fintech Beat podcast 2021-Present Federal National Mortgage Association (Fannie Mae) Member, Board of Directors 2015 University of Pennsylvania School of Law Visiting Professor 2012-Present Atlantic Council, Washington, DC Nonresident Senior Fellow, Global Business and Economics Program (now the Geoeconomics Center) 2011-2016 Milken Institute, Washington, DC Senior Fellow, Center for Financial Markets 2012 London School of Economics Visiting Professor 2011 University of California, Hastings Roger Traynor Summer Professor in Corporate Law 2011 Heidelberg University Visiting Professor 2010 University of Basel Zaeslin Visiting Professor 1 2008-2009 Office of International Affairs, Securities and Exchange Commission Academic Fellow Advised senior staff members on issues concerning IOSCO Memorandum of Understanding, proposed mutual recognition reforms, cross-border exchanges, and credit rating agencies. 2006-2009 Vanderbilt University Law Center Assistant Professor of Law Courses taught: Securities Regulation, International
    [Show full text]
  • International Financial Law," an Increasingly Important Component of "International Economic Law": a Tribute to Professor John H
    Michigan Journal of International Law Volume 20 Issue 2 1999 "International Financial Law," An Increasingly Important Component of "International Economic Law": A Tribute to Professor John H. Jackson Joseph J. Norton University of London Follow this and additional works at: https://repository.law.umich.edu/mjil Part of the Banking and Finance Law Commons, International Trade Law Commons, and the Legal Biography Commons Recommended Citation Joseph J. Norton, "International Financial Law," An Increasingly Important Component of "International Economic Law": A Tribute to Professor John H. Jackson, 20 MICH. J. INT'L L. 133 (1999). Available at: https://repository.law.umich.edu/mjil/vol20/iss2/9 This Tribute is brought to you for free and open access by the Michigan Journal of International Law at University of Michigan Law School Scholarship Repository. It has been accepted for inclusion in Michigan Journal of International Law by an authorized editor of University of Michigan Law School Scholarship Repository. For more information, please contact [email protected]. "INTERNATIONAL FINANCIAL LAW," AN INCREASINGLY IMPORTANT COMPONENT OF "INTERNATIONAL ECONOMIC LAW": A TRIBUTE TO PROFESSOR JOHN H. JACKSON Joseph J. Norton* I. PRELUDE: A BRIEF SALUTE TO PROFESSOR JOHN JACKSON ........ 133 II. THE CONTEXT FOR THE NEW "INTERNATIONAL FINANCIAL LAW" AS PART OF INTERNATIONAL ECONOMIC LAW .................. 135 I. THE EXPANDING REGULATORY COMPONENT OF "FINANCIAL LAW ". ...................................................................... 136
    [Show full text]
  • International Business & Economic Law LL.M
    International Business & Economic Law LL.M. - List A 1 LAW 1535 v00 Advanced Topics in Corporate Law: Management INTERNATIONAL BUSINESS & Misconduct (http://curriculum.law.georgetown.edu/course-search/? keyword=LAW%201535%20v00) ECONOMIC LAW LL.M. - LIST A J.D. Course (cross-listed) | 1 credit hour Through the lens of Delaware law, this course will review the roles of Click here (http://www.law.georgetown.edu/academics/academic- the board of directors, senior officers, and stockholders in overseeing programs/graduate-programs/degree-programs/international-business- a corporation, monitoring management conduct, and promoting economic-law/curriculum.cfm) for more information. compliance. The course will consider the director’s duty of oversight, its origins, and how it has evolved. The course will examine whether Search LL.M International Business and Economic Law - List A senior officers owe a similar duty of oversight, or whether different Courses (http://curriculum.law.georgetown.edu/course-search/? duties apply. We will delve deeply into the derivative action, which is program=program_97) the primary enforcement mechanism through which stockholders can address management misconduct. As part of this effort, we will explore LAW 448 v00 Advanced Antitrust Economics and Law Seminar (http:// the various stages of the derivative action and consider its strengths and curriculum.law.georgetown.edu/course-search/?keyword=LAW weaknesses. %20448%20v00) J.D. Seminar (cross-listed) | 2-3 credit hours As its source materials, the course will examine recent derivative This seminar examines recent developments in the economic approach lawsuits. The course also will consider hot-button topics, such as to antitrust law and practice.
    [Show full text]