Shadow Resolutions as a No-No in a Sound Banking Union
In: E. Faia, A. Hackethal, M. Haliassos and K. Langenbucher (eds.), Financial Regulation. A Transatlantic Perspective, Cambridge University Press, 150-166, 2015
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In: E. Faia, A. Hackethal, M. Haliassos and K. Langenbucher (eds.), Financial Regulation. A Transatlantic Perspective, Cambridge University Press, 150-166, 2015
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In: Chapter in The Oxford Handbook on Financial Regulation, edited by Eilís Ferran, Niamh Moloney, and Jennifer Payne, (Oxford University Press).
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In: European Corporate Governance Institute (ECGI) - Law Working Paper No. 249/2014
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Working paper
In: European company and financial law review: ECFR, Band 10, Heft 3
ISSN: 1613-2556
In: The Law and Economics of Creditor Protection, S. 421-457
In: European Corporate Governance Institute - Law Working Paper No. 725/2023
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In: Accepted for publication in Capital Markets Law Journal ©: [2020] Published by Oxford University Press.
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Working paper
In: European Corporate Governance Institute - Law Working Paper No. 688/2023
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In: European Corporate Governance Institute - Law Working Paper No. 657/2022
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In: European Corporate Governance Institute - Law Working Paper No. 628/2022
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In: European Corporate Governance Institute - Law Working Paper No. 614/2021
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In: European Corporate Governance Institute (ECGI) - Law Working Paper No. 409/2018
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In: European Banking Institute Working Paper Series – no. 52 (2019)
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Working paper
In: European company and financial law review: ECFR, Band 4, Heft 4
ISSN: 1613-2556
All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and remedies are far from uniform across jurisdictions, possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction, typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different perspective and describe how three major continental European countries (France, Germany, and Italy) regulate dominant shareholders' self-dealing by looking at all the possible rules, doctrines and remedies available there. While the doctrines and remedies reviewed in this article are familiar enough to corporate lawyers and legal scholars from the respective countries, this is less true for many participants in the international discussion, which remains dominated by Anglophone legal scholars and economists. We suggest that some of these doctrines and remedies, namely the German prohibition against concealed distributions, the role of minority shareholders in the prosecution of abus de biens sociaux in France, and nullification suits in all three countries and especially in Germany and Italy, have not received the attention they deserve.
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