'Custody chains and asset values: why
crypto-securities are worth contemplating' Cambridge Law Journal
(2015) 74 (3) pp.505-533
Computerisation facilitates instantaneous and
direct links between all of us in our work and social lives. At
the same time, and counter-intuitively so, securities are
increasingly held indirectly through chains of custodians that
operate between issuers and investors. This disconnects
investors from issuers and can significantly reduce the value of
assets. The regulatory framework does not prevent this effect.
UK-regulated holders of client securities should be required to
hold these directly in the name of the investor. At an
international level, it is worth asking whether the technology
underlying bitcoin and other cryptocurrencies can be used to
create an un-intermediated securities ledger connecting
investors and issuers directly.
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'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.
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'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.
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'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.
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'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
'Farewell Quasinegotiability? - Legal Title and the Transfer
of Shares in a Paperless World' [2002] The Journal of Business Law 358
'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.
Property in Securities, Cambridge University Press 2007
Micheler
analyses the property 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 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..
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Wertpapierrecht zwischen Schuld- und Sachenrecht, zu einer
kapitalmarktrechtlichen Theorie des Wertpapierrechts (Springer
Verlag Vienna 2004) (German, 421 pages)
Joint Ventures in English and German Law (Hart Publishing
Oxford 2000) (editor; co-editor: D Prentice) (181 pages)
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.
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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
