Convergence in Shareholder Law

by Mathias M. Siems

• ISBN13: 9780521876759
• ISBN10: 0521876753
• Edition: 1st
• Format: Hardcover
• Copyright: 2008-01-28
• Publisher: Cambridge University Press

Summary

On the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Thus, Convergence of Shareholder Law not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced.

Author Biography

Mathias M. Siems is a Reader in Commercial Law at the University of Edinburgh.

Table of Contents

Preface and acknowledgments	p. ix
List of abbreviations	p. x
Table of cases	p. xix
Table of legislation	p. xxiii
Introduction	p. 1
The object and course of the investigation
Dimensions of convergence in shareholder law	p. 7
The spatial dimension: the legal systems covered	p. 7
The objective dimension: the shareholder of a joint stock company	p. 10
The temporal dimension	p. 17
The methodological dimension	p. 23
Summary	p. 26
The status quo of convergence
Legal bases	p. 31
International and regional law	p. 31
Statute law and case law	p. 34
Company and securities law	p. 37
Self-regulation and state regulation	p. 45
Conclusion	p. 59
Bases for a shareholder typology	p. 60
The shareholder in the theoretical debate	p. 60
Real types of shareholder	p. 64
Conclusions	p. 66
The 'shareholder as such'	p. 68
The profit-oriented shareholder	p. 68
The active shareholder	p. 87
The informed shareholder	p. 120
The anonymous shareholder	p. 136
Conclusions to this chapter	p. 147
The shareholder in the power structure of the company	p. 149
The deciding shareholder	p. 150
The protected shareholder	p. 174
The litigating shareholder	p. 210
Conclusions to this chapter	p. 222
Conclusions to Part II	p. 224
Divergence and convergence	p. 224
Globalization and Americanization	p. 226
Convergence and artificial convergence	p. 228
Developmental trends and patterns
Bases	p. 231
The dependency of shareholder law	p. 231
Regulatory levels of shareholder law	p. 239
Regulatory forms at the national level	p. 244
Conclusions to this chapter	p. 248
Convergence through congruence	p. 250
General cultural and economic-policy approximation	p. 250
The convergence of legal cultures	p. 255
Internationalization of the economy	p. 263
Approximation of shareholder structures	p. 277
Legislative responses	p. 290
Convergence through pressure	p. 297
Pressure from company founders	p. 297
Pressure from management	p. 307
Pressure from shareholders	p. 310
Pressure from other interest groups	p. 314
Pressure from international organizations and foreign states	p. 316
Legislative responses	p. 317
Future convergences in shareholder law	p. 336
The 'shareholder as such'	p. 336
The shareholder in the power structure of the company	p. 353
Conclusions to Part III	p. 366
Re-regulation	p. 366
Convergence forces	p. 367
Changes in future law	p. 368
Conclusion
Convergence as a model for the future	p. 373
Convergence 'from above'	p. 373
Convergence 'from below'	p. 381
The object of convergence in shareholder law	p. 391
Conclusion	p. 395
Summary of principal findings	p. 396
References	p. 401
Index	p. 451
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