Shareholder Creditor And Worker Protection

This paper uses a new quantitative methodology (quot;numerical comparative lawquot;, quot;leximetricsquot;) in order to answer the questions of whether there has been convergence, divergence or persistence of for shareholder, creditor, and worker protection, and how this development relates to the Common Law/Civil Law distinction. It is based on new indices which code the legal development of France, Germany, India, the UK and the US from 1970 to 2005. The main result is that one has to distinguish between different areas of law: the laws have converged in shareholder protection, they have diverged in worker protection and in creditor protection converging and diverging trends even out. These results do not depend on the distinction between Civil Law and Common Law countries, because there have been a number of instances where countries of different legal families have converged and countries of the same legal family have diverged.A revised version of this paper was published under the title quot;Convergence in Corporate Governance: A Leximetric Approachquot;, available at lt;a href=quot;http://ssrn.com/abstract=1444860quot;gt;http://ssrn.com/abstract=1444860lt;/agt.

Has there been convergence of corporate governance systems? There has been a great deal of controversy on this issue in the last ten years, and it is likely that this debate is to re-emerge in the context of the current financial crisis. In this paper I use a new quantitative methodology ('leximetrics') in order to answer the question of whether there has been convergence, divergence or persistence of the legal rules which shape country-level differences in corporate governance. The paper is based on new indices which code the development of shareholder, creditor, and worker protection in France, Germany, India, the UK and the US from 1970 to 2005. The main result is that one has to distinguish between different areas of law: the laws have converged in shareholder protection, they have diverged in worker protection and in creditor protection converging and diverging trends even out. These results do not depend on the distinction between Civil Law and Common Law countries.This paper is part of a wider research project. The related papers can be downloaded at: "http://ssrn.com/abstract=897479" http://ssrn.com/abstract=897479 and "http://ssrn.com/abstract=1431008" http://ssrn.com/abstract=1431008.

This paper analyses changes in the legal protection of shareholder and creditor rights in 24 transition economies from 1990 to 1998. It documents differences in the initial conditions and a tendency towards convergence of formal legal rules as the result of extensive legal reforms. Convergence seems to be primarily the result of foreign technical assistance programs as well as of harmonisation requirements for countries wishing to join the European Union. The external supply of legal rules not withstanding, the pattern of legal reforms suggests that law reform has been primarily responsive, or lagging, rather than leading economic development. In comparison, the pre-socialist heritage of transition economies has little explanatory power for the observed patterns of legal change. However, countries with German legal heritage seem to favour creditor over shareholder protection and display substantially better creditor protection than other transition economies. The paper discusses the implications of the response pattern of legal change with externally supplied legal solutions for the prospects of effective law enforcement and compliance with the law in transition economies.

. Unternehmensumstrukturierungen, insbesondere inlandische und grenzuberschreitende Verschmelzungen und Spaltungen, sowie Sitzverlegungen konnen weitgehende Konsequenzen fur alle Stakeholder haben. Die Beitrage widmen sich der Frage, wie man die vielfaltigen Interessen von Gesellschaftern, Glaubigern und Arbeitnehmern am besten schutzen kann. Die gesellschaftsrechtlichen Beitrage fokussieren auf die europarechtlichen und einigen nationalen Regelungen zum Schutz der Gesellschafter und Glaubiger. Die arbeitsrechtlichen Beitrage erlautern zunachst das Schicksal der unternehmerischen Mitbestimmung bei grenzuberschreitenden Umstrukturierungen. Weitere Aufsatze fokussieren auf die Regelung des Betriebsubergangs. Der Fokus der Beitrage liegt auf der kritischen Darstellung der europaischen Rechtslage und vereinzelt werden auch nationale Regelungen vorgestellt. Ein besonderes Augenmerk liegt an der Beschreibung von grenzuberschreitenden Situationen. Die Autoren sind osterreichische, deutsche, italienische, spanische, polnische und serbische Professoren fur Gesellschafts- und Arbeitsrecht.

Investigates mechanisms in English and German law that protect creditors against the abuse of limited liability by directors and shareholders.

Creditor Rights and the Public Interest supports the greater representation of non-traditional creditors in the process of insolvency restructuring in Canada, concentrating particularly on restructuring under the federal Companies' Creditors' Arrangement Act (CCAA). Arguing in favour of the representation of such non-traditional creditors as workers, consumers, trade suppliers, and local governments, Janis Sarra describes the existing process of addressing their interests, analyzes four case studies that focus on non-creditor groups, and compares the Canadian approach to that of several other countries, such as Germany, France, and the United States. Sarra draws on a comprehensive body of academic literature that covers a broad range of issues--insolvency theory, corporate governance theory, legislative history, and bankruptcy and insolvency practice. She further surveys the relevant legislation and supplements her analysis with insights drawn from extensive primary research of court records and personal interviews with lawyers, judges, and government officials. Creditor Rights and the Public Interest ultimately illustrates the way in which the concept of the public interest can be utilized to foreground the concerns of non-traditional stakeholders. Sarra provides a coherent account of the justification for recognizing these creditors by situating insolvency law in a legal regime that realizes a duty to maximize all of the interests and investments at stake in the corporation. In an academic field where scholarship is currently scarce, Sarra's text will be a welcome contribution.

This book examines the role and potential of derivative actions in shareholder protection in public limited companies. Derivative actions have been a focal point of legislators’ agendas on shareholder protection, in the past few decades, throughout Europe and beyond. Nevertheless, there remain jurisdictions, such as Greece, which are still devoid of this remedy. Against this backdrop, this book examines whether and how the derivative action may improve shareholder protection, constituting thus a mechanism that justifies legislative attention. It does so in three parts. First, it analyses the desirable role derivative actions assume in protecting shareholder property, monitoring corporate management and mitigating agency costs, alongside their economic implications, introducing the reader to the contemporary international debate on the topic. Having set the desiderata, the second part proceeds with the comparative analysis of Greek, German and UK law – jurisdictions that have recently reformed their provisions on shareholder protection – examining not only the law on derivative actions and their Greek counterpart remedy but also mechanisms of shareholder protection that do, or could, assume functions similar to those of the derivative action. By critically assessing the merits and failures of the respective UK, German and Greek shareholder protection laws, the book then proceeds to offer (in Part III) a model framework of shareholders’ derivative litigation for jurisdictions considering reform. Written in an accessible format, it will be an invaluable resource for anyone interested in this important aspect of company law and corporate governance.