The Law and Economics of Creditor Protection: A Transatlantic Perspective

ISBN-13: 9789067042635 / Angielski / Twarda / 2008 / 489 str.

Wolfgang Schon; Horst Eidenmuller

Opis

Provides wide range of contributions to the current debate surrounding reform of creditor protection in European company law.

Spis treści

The Case for Regulation.- Legal Capital: An Outdated Concept?.- Legal Capital: A Navigation System for Corporate Law Scholarship.- Bond Covenants and Creditor Protection: Economics and Law, Theory and Practice, Substance and Process.- The Economics of Covenants as a Means of Efficient Creditor Protection.- Creditor Protection Through Mandatory Disclosure.- Codetermination as a (Partial) Substitute for Mandatory Disclosure?.- Discussion Report.- Legal Approaches to Restricting Distributions to Shareholders.- Legal Approaches to Restricting Distributions to Shareholders: Balance Sheet Tests and Solvency Tests.- Balance Sheet Tests or Solvency Tests - or Both?.- Legal Approaches to Restricting Distributions to Shareholders: The Role of Fraudulent Transfer Law.- Distributions to Shareholders and Fraudulent Transfer Law.- Discussion Report.- The Role of Insolvency Law.- Trading in Times of Crisis: Formal Insolvency Proceedings, Workouts and the Incentives for Shareholders/Managers.- Recharacterization and the Nonhindrance of Creditors.- Equitable Subordination of Shareholder Loans?.- Directors’ Creditor-Regarding Duties in Respect of Trading Decisions Taken in the Vicinity of Insolvency.- Trading in the Vicinity of Insolvency.- Discussion Report.- Towards A General Framework.- A Synthetic View of Different Concepts of Creditor Protection, or: A High-Level Framework for Corporate Creditor Protection.- Different Policies for Corporate Creditor Protection.- Regulatory Competition in European Company Law and Creditor Protection.- Creditor Protection in a Cross-Border Context.- Discussion Report.- Concluding Remarks on Creditor Protection.

Blurb

This book presents important contributions to the current debate on creditor protection in European company law.

Reform of the European rules on creditor protection in company law is imminent. Academic work on both sides of the Atlantic shows a tendency that traditional mandatory rules should give way to individual solutions which are freely negotiated between creditors and corporate debtors. Recent judgments by the European Court of Justice have spurred regulatory competition between Member States and the incumbent system is being challenged by the Europe-wide introduction of the International Accounting Standards/International Financial Reporting Standards. Last but not least, the European Insolvency Regulation poses the question how company law and insolvency law shall be realigned in the future.

Contributors to this book, which is based on the results of a symposium held in Munich in December 2005, include scholars who are currently working on reform projects in various Member States, leading experts in company law, insolvency law, accounting law, and economics. The manifold thoughts presented by these outstanding authors provide the reader with important insights and will not fail to inform and influence the current policy debate. As such, the book is an indispensable tool for all players in the field.

Prof. Dr Horst Eidenmüller is Professor of Private Law, German, European and International Company Law and Director of the Institute for International Law, Ludwig Maximilian University, Munich, Germany.

Prof. Dr Wolfgang Schön is Director of the Max Planck Institute for Intellectual Property, Competition and Tax Law, Department of Accounting and Taxation, in Munich and Honorary Professor at the Ludwig Maximilian University, Munich, Germany.