On The Fallacy Of Llsv Revisited Further Evidence About Shareholder Protection In Austria And The United Kingdom

La Porta, Lopez-de-Silanes, Shleifer and Vishny's Law and Finance, in particular its shareholder protection measures, have been heavily criticised from nearly every different standpoint, for example methodology, the choice of variables, the simplicity of the judgment or the disregard of board structures. Braendle was the first to move the critique forward by combining the wide range of objections to the index, whereas previous critiques had focused on separate objections only. Broadening the scope to encompass the range of objections he reconsidered the level of shareholder protection for Germany and the United States. The result was astonishing, after LLSVs score was reassessed and adjusted for differences between Civil and Common law in more detail. While the original score for Germany and the US was 0:5 and therefore suggested a very high level of shareholder protection in the latter, the reassessed score amounted to 4:4. This reconsideration as opposed to a single-tracked criticism challenged LLSVs thesis - which is seen as being so important throughout the legal, economic and political world - on a more profound level. This work accepts Braendle's invitation, introduces Law and Finance, summarizes and classifies the different objections made so far and finally reconsiders LLSVs shareholder protection measures for two further countries: Austria and the United Kingdom. The outcome is very similar to Braendle's work. The paper ends with three main conclusions: First and most important: LLSVs shareholder protection index is incorrect. The second conclusion drawn is that the differences between Common and Civil Law countries in shareholder protection are not as severe as suggested by Law and Finance. And third, research based on LLSVs shareholder protection index has to be reconsidered, because it rests upon inappropriate pre-requisites.

As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary. The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.

In this article we introduce the law matters thesis of LaPorta et al. and highlight its importance in economic as well as legal literature. The results of their Law and Finance article highlight the much better shareholder protection of Common Law compared to Civil Law countries. We reconsider their antidirector rights index for Germany and the United States, two typical representatives of their respective legal family. By having a close look at the legal provisions of the two countries we illustrate the weaknesses and pitfalls of the index. We find that Germany would score much better if one bothers analyzing the Law. Moreover, we point out inconsistencies in the judgment of the USA. Therefore we conclude that the difference between Common and Civil Law in terms of shareholder protection is far less significant than LaPorta et al. propose, if at all. The blindfold citation of this article can implicate wrong political-economic measures and should therefore be avoided.

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

The corporate governance systems of continental Europe have traditionally been quite different to those of the liberal market economies (e.g. the US and the UK). Company ownership has been dominated by incumbent blockholders, with a relatively minor role for minority shareholders and institutional investors. Business strategy has focused on the achievement of social stability - taking into account the interests of a broad group stakeholders - rather than the maximisation of shareholder value. However, since the mid-1990s, European corporations have adopted many of the characteristics of the Anglo-American shareholder model. Furthermore, such an increased shareholder-orientation has coincided with a significant role for the Left in European government. This presents a puzzle, as conventional wisdom does not usually conceive of the Left as an enthusiastic proponent of pro-shareholder capitalism. This book provides an analysis of this paradox by examining how economic factors have interacted with the policy preferences of political parties to cause a significant change in the European system of corporate governance. This book argues that the post-war support of the European Left for the prevailing blockholder-dominated corporate system depended on the willingness of blockholders to share economic rents with employees, both through higher wages and greater employment stability. However, during the 1990s, product markets became more competitive in many European countries. The sharing of rents between social actors became increasingly difficult to sustain. In such an environment, the Left relinquished its traditional social partnership with blockholders and embraced many aspects of the shareholder model. This explanation is supported through a panel data econometric analysis of 15 non-liberal market economies. Subsequent case study chapters examine the political economy of recent corporate governance change in Germany and Italy.

This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.

"This book goes back to a symposium held at the Max Planck Institute for Foreign Private and Private International Law in Hamburg on May 15-17 1997"--P. [v].

In the US the use of economics has had a dramatic influence on the study of corporate law. This book is the first in the UK to use economics to discuss company law issues. Company Law: Theory, Structure and Operation addresses a series of important questions which have not been analysed in detail elsewhere

Finally! A comprehensive volume on the management of corporate acquisitions that summarizes contemporary research, and that moves what we know about acquisition management a step further. The book encompasses innovative works from several countries, related to a variety of issues; managerial motives, the role of acquisitions in competitive strategy, as well as organizational and political processes. Unlike several other works on acquisitions, this book emphasizes the most critical issue faced by managers today; how to manage successfully already acquired companies and operations. Both researchers, managers and students of strategy and organization will find this book an important supplement.

When comparing the laws of different jurisdictions, one often sees only the forest or the trees. This is particularly problematic in comparative company law, where students hope both to understand the overall framework of the law and grasp its practical application. This text's structure, now in its second edition, solves that dilemma. Chapters open with discursive analyses of the law in each of Germany, the UK and the US (Delaware, the ABA Model Business Corporation Act, and federal securities laws) and set out the high-level governing framework, particularly for the EU and its member states. This analysis is succinct and pointed, with numerous references to both the law and leading scholarship. The whole text is arranged to highlight comparative aspects. Diagrams are used where helpful. Chapters close with edited judicial decisions from at least two of the jurisdictions discussed, which allows fresh exploration of comparison in more detail, and pointed questions to guide class discussion.