Eva Micheler

Eva Micheler

Email: e.micheler@lse.ac.uk
Administrative support: Bradley Barlow
Room: New Academic Building 7.35
Tel. 020-7955-7311 

Eva Micheler studied law at the University of Vienna and at the University of Oxford. She joined the LSE Law Department in 2001. She is a Reader in Law at LSE and a Universitätsprofessor at the University of Economics in Vienna where she took Habilitation in 2003. Before joining LSE, she was also a TMR fellow at the at the Faculty of Law at the University of Oxford. 

see also Eva Micheler's LSE Experts page

Research Interests

One focus of my research is the law of investment securities in England, Germany, Austria and Russia. I published one German book and one English book on the topic.  Another focus of my research is the law corporate finance, in particular the law of equity finance.  I have worked and published extensively on comparative Austrian, English and German company law and on the company laws of the emerging economies in Central and Eastern Europe, in particular Russia.

 
External Activities

Dr Eva Micheler is a Universitätprofessor at the University of Economics in Vienna . She is also a member of the board of the Institute of Central and East European Business Law in Vienna.

 
Books  

Property in Securities, Cambridge University Press 2007

Property in Securities - coverMicheler analyses the German, Austrian and English law of securities, addressing the rules governing transfers of securities, including unauthorised transfers, equities arising out of defective issues, and the holding of securities through intermediaries. The book presents an account of the current English, German and Austrian regimes. It has been written with a view to explaining the German and Austrian regime to readers with a common law background and to explaining the English regime to readers with a civil law background. Micheler also aims to determine whether globalisation will cause the two different approaches to converge. It concludes that the respective rules in all three jurisdictions have historically evolved consistently with incumbent legal doctrine. This pattern of change is likely to continue. Convergence will occur on a functional rather than doctrinal level. Moreover, recent reform initiatives advanced by the UNIDROIT and the EU will lead to functional rather than doctrinal convergence.

Wertpapierrecht zwischen Schuld- und Sachenrecht, zu einer kapitalmarktrechtlichen Theorie des Wertpapierrechts (Springer Verlag Vienna 2004) (German, 421 pages)

Wertpapierrecht zwischen

A book on the legal treatment of investment securities in a paperless environment.

click here for publisher's site

 

 

 

Joint Ventures in English and German Law (Hart Publishing Oxford 2000) (editor; co-editor: D Prentice) (181 pages)

Joint Ventures in English and German Law

Business between England and Germany has flourished in recent years and looks set to continue to develop in coming years. This collection examines the legal framework of joint ventures between English and German companies. It addresses the laws in these two countries and draws helpful comparisons between the two. The contributions point out pitfalls that lawyers who are not familiar with both German and English law are likely to overlook and which may cause major problems when joint venture companies are established.

This book consists of four parts. Each of these has been written by a team of leading German and English lawyers. The authors are specialists in this field and the contributions are rich with their practical insights. The studies were presented at the 1999 Anglo-German Law Conference in Oxford,organised under the auspices of the Oxford Law Faculty, with the support of three leading English and German Law firms.

The first part deals with the formation of a joint venture company. It discusses the types of companies which are usually used to establish joint ventures as well as the rights and obligations of members. It also addresses the law and legal practice relating to memoranda of understanding, warranties and indemnities, joint venture agreements, and the valuation of contributions. The second part concerns the management of joint venture companies. It analyses how shareholders can influence management decisions, the rights and obligations of directors and parent companies, as well as the legal position of minority shareholders. This part also describes the relevant laws protecting employees. The third part addresses European Union as well as English and German competition law. It considers the circumstances which trigger merger control mechanisms and presents two illuminating case studies. The last part deals with the termination of joint ventures. It presents and analyses several popular termination clauses including Russian Roulette, pre-emption rights, and rights of first refusal.

This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics concerned with European commercial or comparative law.

click here for publisher's site

Codex Tschechien and Codex Slowakei (Bank Austria Vienna 1998) (German) I Buckova, L Zinanska, E Micheler

Two books on the legal systems of the Czech Republic and the Slovak Republic respectively

Wirtschaftsrechtsindex Mittel- und Osteuropa (eine Bibliographie zum Wirtschaftsrecht folgender Länder: Tschechien, Slowakei, Ungarn, Bulgarien, Rußland, Polen, Slowenien und Kroatien) (Berlin Verlag Berlin 1998) (German, 1058 pages) (co-editors: P Doralt and M Schauer)

Bibliography of law journal articles on the business laws of Czech Republic, Slovak Republic, Hungary, Bulgaria, Russia, Poland, Slovenia, and Croatia.

(Schein-) Werkverträge, Kettenarbeitsverhältnisse, kollektive Rechtsgestaltung und betriebliche Mitbestimmung bei Wissenschaftern (Linde Verlag Vienna 1996) (German, 132 pages) E Micheler, R Peschek

A book on the legal status of employed scientists and researchers in contractual as well as collective labour law

Investieren in Slowenien (Servicefachverlag Vienna 1995) (German, 245 pages) J Tischler, F Martic and E Micheler,

A book on Slovenian business law

Die Russische Aktiengesellschaft (Servicefachverlag Vienna 1993) (German, 106 pages) E Micheler, E Puseizer and V Kozak.

A book on the Russian joint stock company

 
Selected articles
and chapters in books
 

'Intermediated Securities and Legal Certainty' LSE Law Society and Economy Working Paper Series, 03-2014

This contribution shows that holding securities through chains of intermediaries compromises the ability of investors to exercise their rights. This problem is not remedied by Geneva Securities Convention (‘the Convention’ or ‘GSC’). It will be argued in the paper that research should be carried out to determine if a mechanism can be created that enables ultimate investors to hold securities directly. Further work on creating a harmonized set of rules at a functional level will not improve legal certainty, reduce systemic risk or enhance market efficiency. The problems associated with the current framework are a function of the process of intermediation itself. Legal and systemic risk and market efficiency are adversely affected by the number of intermediaries operating in this context. Law cannot help here. Structural reform can. It is worth investigating if a framework can be created that allows for securities to be held directly by ultimate investors.

'Facilitating investor engagement and stewardship' E.B.O.R. 2013, 14(1), 29-56

This article puts forward the idea that the creation of an online review facility where all market participants are able to review and rate all companies listed in a particular market would solve a number of problems that currently prevent shareholders, in particular institutional investors and the ultimate beneficiaries of investment vehicles such as pension funds, from engaging with companies. It would also allow shareholders and stakeholders with a long-term focus to engage with companies. It is suggested that all listed companies should be required to have a link to this review and rating facility on their website. Listed companies should have the ability to respond to the reviews and ratings on the site. Furthermore, the review facility should be regulated. The arrangement currently used for appointing and overseeing the operator of the UK securities settlement system could serve as a model.

'Disguised returns of capital - an arm's length approach' Cambridge Law Journal 69 (1) 2010, pp151-185

'English and German Securities Law : A Thesis in Doctrinal Path Dependence'  (2007) Law Quarterly Review pp.251-285

Discusses corporate governance issues, particularly in relation to the forces driving globalisation. Argues that legal development is determined by the framework doctrines of the relevant legal system under which it operates and that legal doctrine shapes legal development. Provides a case study, based on securities law, illustrating the convergence of laws, the forces behind them and the associated implications.

'Dokumentenlose Namenspapiere im Russischen Recht' in S Kalss, C Nowonty, and M Schauer (eds) Essays for Peter Doralt (Festschrift für Professor Doralt) 391 (Manz Verlag Vienna 2004) (German)

Chapter on paperless registered shares in Russian law.  

'Gläubigerschutz im englischen Gesellschaftsrecht - Reformvorschläge mit Implikationen für Europa' [2004] Zeitschrift für Unternehmens- und Gesellschaftsrecht 324 (German)

Article on creditor protection in English company law, a recent reform proposal and its implications for Europe

'Investitionsrecht in der Russischen Föderation' (co-author: Ingeborg Bauer-Mitterlehner) in W Breidenbach (ed) Commercial Law in Eastern Europe (Wirtschaft und Recht in Osteuropa) (Verlag Beck Munich 2003) (German)

Chapter on the law relating to foreign investment in Russia.

'Allgemeines Verfahrensrecht in der Russischen Föderation'  (co-author: Ingeborg Bauer-Mitterlehner) in W Breidenbach (ed) Commercial Law in Eastern Europe (Wirtschaft und Recht in Osteuropa) (Beck Verlag Munich 2003) (German)

Chapter on the law of civil procedure in Russia.

Commentary in P Doralt, C Nowotny, and S Kalss (ed) Commentary on the Joint Stock Companies Act (Kommentar zum Aktiengesetz) (Linde Verlag Vienna 2003) (German)

Commentary on the sections on shares and private international law of the Austrian Joint Stock Companies Act.

'Recognition of Companies Incorporated in other EU Member States' (2003) 52 International and Comparative Law Quarterly 521

Current Developments -- Private International Law

'Farewell Quasinegotiability? - Legal Title and the Transfer of Shares in a Paperless World' [2002] The Journal of Business Law 358

Rules protecting transferees of shares against defective issues and indemnifying transferees against risk of unauthorised transfers, including contract, estoppel and negotiable instruments.

'Der Englische Trust im Vergleich zur österreichischen Privatstiftung, Allgemeine Bemerkungen und ausgewählte Fragen zur corporate governance von Trust und Privatstiftung' in P Doralt and S Kalss, The Austrian private foundation - current issues (Aktuelle Fragen des Privatstiftungsrechts) (Linde Verlag Vienna 2001) 291 (German)

Article comparing the English trust with the Austrian private foundation.