The Law and Economics of Corporate Governance

The Law and Economics of Corporate Governance

Changing Perspectives

Edited by Alessio M. Pacces

In this timely book, the law and economics of corporate governance is approached from various angles. Alessio Pacces shows that perspectives are evolving and that they differ between the economic and the legal standpoint, as well as varying between countries. A group of leading scholars offers their views and provides fresh empirical evidence on existing theories as well as developing new theoretical insights based on empirical puzzles. They all analyse the economics of corporate governance with a view to how it should, or should not, be regulated.

Comment – Comparing Company Law in Europe and the United States: Some Remarks Inspired by Carney et al.’s Presentation

Maarten J. Kroeze

Subjects: economics and finance, law and economics, law - academic, corporate law and governance, law and economics

Extract

1 Maarten J. Kroeze 1. INTRODUCTION I am greatly honoured to discuss Carney’s speech. His contribution to the expanding body of literature on Delaware corporate law is original and thought provoking. It is also highly relevant for Europe and for the Netherlands. In my reaction to his speech, I will explain why the topic of his contribution is relevant for Europe and the Netherlands. I will conclude with some comments on the subject of Carney’s speech. I have to admit that this was not an easy task because the results of his research are convincing. Hopefully, my comments can add something to the discussion today. I would like to mention beforehand that, for the sake of discussion, I will speak without reservations on topics of Delaware law. Please note that I do not pretend to be an expert in the field of Delaware law. 2. FREEDOM OF ESTABLISHMENT: COMPARISON UNITED STATES – EUROPE First of all I would like to make some remarks about Europe and some comparative remarks about Europe and the United States.2 1 The presentation by William J. Carney was based on his chapter with George B. Shepherd and Joanna M. Shepherd, ‘Delaware Corporate Law: Failing Law, Failing Markets’, published in this volume, p. 23. 2 Some of these remarks were published earlier in: M.J. Kroeze, H.M. Vlettervan Dort, History and Future of Uniform Company Law in Europe, European Company Law 2008, 114–22. 68 Comment – Comparing company law in Europe and the US 69 2.1 The Start...

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