(with Carsten Gerner-Beuerle)
‘The Costs of Separation: Friction between Company and Insolvency Law in the
Single Market’ LSE Law Society and
Economy Working Paper Series, 06-2014
Corporate mobility and choice of law within the EU has dominated much of the academic writing in European company law over the last decades. What has not yet received much attention is the way in which national company law interacts with and depends on features of the national legal system outside of company law. In this article we explore this interaction and its relevance for coherent national regulatory systems.
Using the regulatory framework for companies in the ‘vicinity of insolvency’ as an example, we show how choice of company law can create both regulatory gaps and multiplication of legal requirements, as private international law rules are applied inconsistently across Europe. More importantly, however, we show that even consistent application of conflicts rules would fail to resolve these problems due to cross-doctrinal interdependence within any national legal system.
We conclude that this is a design flaw in the way EU law deals with the increasingly international reach of corporations, and discuss possible paths for resolving or mitigating this issue.
CLICK HERE TO DOWNLOAD FULL TEXT [SSRN] | [LSE COPY]
'The Mandatory Bid Rule: Efficient,
After All?' (2013) 76 MLR 529-563
'Mapping Directors' Duties:
Strategies and Trends in the EU' (with Carsten
This paper analyses the rules on directors'
duties in all EU Member States, identifies regulatory
philosophies and trends, highlights differences, and
discusses enforcement strategies, particularly minority
click here for full text [SSRN]
'Study on Directors’ Duties and Liability in Europe' (2013),
prepared for the European Commission (with Carsten Gerner-Beuerle and Philipp
This comparative study analyses directors'
duties and liabilities in all EU member states, identifying
regulatory strategies and trends across Europe and
discussing enforcement strategies. The report has been
prepared for the European Commission.
click here for the full report
European Commission webpage
'Shareholder Empowerment and Bank Bailouts' (with David
Kershaw, Daniel Ferreira, and Tom Kirchmaier) (2013). ECGI - Finance Working
Paper No. 345/2013; AXA Working Paper Series No 11; FMG Discussion Paper 714
We investigate the
hypothesis that shareholder empowerment may have led to more
bank bailouts during the recent financial crisis. To test
this hypothesis, we propose a management insulation index
based on banks’ charter and by-law provisions and on the
provisions of the applicable state corporate law that make
it difficult for shareholders to oust a firm’s management.
Our index is both conceptually and practically different
from the existing alternatives. In a sample of US commercial
banks, we show that management insulation is a good
predictor of bank bailouts: banks in which managers are
fully insulated from shareholders are roughly 19 to 26
percentage points less likely to be bailed out. We also find
that banks in which the management insulation index was
reduced between 2003 and 2006 are more likely to be bailed
out. We discuss alternative interpretations of the evidence.
The evidence is mostly consistent with the hypothesis that
banks in which shareholders were more empowered performed
poorly during the crisis.
click here for full text [SSRN]
Corporate Compliance and
Directors’ Duties, (2011) Compliance Praxis
32 (with Mario Gall)
Analyses the directors’ liability for
compliance failures within the firm.
PL Davies, EP Schuster and E van de Walle
de Ghelcke, ‘The Takeover Directive as a Protectionist
Tool?’ in: WG Ringe and U Bernitz (eds) Company Law and
Economic Protectionism (OUP, 2010)
‘Efficiency in Private Control Sales - The Case for Mandatory
Bids’ LSE Law, Society and Economy Working Paper Series, WPS 8-2010
This paper analyses the determinants of the efficiency costs entailed by the
mandatory bid rule and alternative regulatory concepts.
working paper: http://ssrn.com/abstract=1610259
Contributor to: M. Straube (ed.) Wiener Kommentar zum
Unternehmensgesetzbuch (Manz, 2010)
J Cepani and EP Schuster, ‘Minority Shareholder Protection
in Albania (Schutz der Minderheitsaktionäre in Albanien)’ in: P Doralt and M
Winner (eds.), Schutz von Minderheitsaktionären in Mittel- und Osteuropa
This chapter highlights recent developments in Albanian
company law, particularly focussing on the impact of EU company law in
N Arnold and EP Schuster, ‘Generationenwechsel im
Übernahmerecht’ in: C Ludwig and M Widinski (eds),
Generationenwechsel (Vienna: Linde 2008)
This paper deals with the impact of takeover regulation on
succession in listed family-dominated companies.
‘Antizipieren der Angebotspflicht nach dem neuen
Übernahmerecht’ Wirtschaftsrechtliche Blätter, Vol 21 (2007), pp
T Bachner, EP Schuster and M Winner, The New
Albanian Company Law (Tirana: Guttenberg 2009)