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Part B. of the paper compares the basic concepts of shareholder control in Anglo-America and some states of Continental Europe. It introduces a new categorization between Implicit and Explicit Systems of Corporate Control. The first category refers to statutes that are enacted and construed with the belief that market forces influence managers. Shareholder rights to be exercised in direct contact with the corporation are thought to be relatively weak. This system is established in the Anglo-American world. In contrast, direct shareholder influence through voting and (even minority) shareholder monitoring constitute the fundaments of the Explicit System that traditionally prevailed, for example, in France and Germany. This paper provides historical, statutory and new empirical evidence from some Continental jurisdictions, and in particular Germany. It concludes that in Germany, shareholder meetings are part of Corporate Governance, while the Anglo-American corporate world traditionally understood this term to include only inter-board relationships. Part C. analyses the questions of whether, how and why Corporate Governance systems converge. This study suggests that Corporate Governance systems are likely to develop in Convergence Cycles: If a legal regime provides a particularly efficient solution to a specific problem, this solution will eventually be adopted by other Corporate Governance systems with an inferior system in respect of such problem. These Convergence Cycles will finally overcome the forces against formal convergence. The proposition of Convergence Cycles draws on historical, as well as new statutory and empirical evidence, collected by the author. Part D., finally, analyses the likely impact of convergence on ownership structures. It is likely that the answer to the question of which ownership structure is efficient depends on the stage of the business cycle that the firm is at. Firms within the same stage are likely to become more and more similar with respect to their ownership structures, until they reach an equilibrium that is set at a specific point for a particular group of firms. Thus, this paper adds a dynamic perspective to the static views that presently prevail in the debate upon the convergence of ownership structures.

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This article discusses the regulatory definition of collective investment undertakings (CIUs) as provided for by Article 4 (1) (a) AIFMD and Article 1 (1) UCITSD in the context of traditional family offices, holding companies, and joint ventures, and distinguishes them from more recently observed digital asset pools such as digitally managed accounts, crypto lending, crypto staking, and decentralized autonomous organizations.Testing the legal definition of CIUs in the context of traditional and digital pooled investments allows not only for the delineation of the scope of AIFMD (and to a lesser extent, UCITSD), but also provides insights on the desirable content of Level 2 regulation under MiCA. While ESMA guidance based on many years of supervisory experience sets the limits on traditional use cases, the digital boundaries of collective investment schemes are largely untested and to some extent uncertain, resulting in high costs for legal advice, as demonstrated by our brief look into MiCA set out in this article. To address these matters, we argue in favor of broad default rules on pooled finance, paired with exemptive powers from individual or all rules where a disparity exists between the purpose of regulation and the regulated activities. If paired with carve-outs for applications below EUR 5 million (where retail investors are present) and EUR 100 million (sophisticated clients only), these default rules would assist supervisory authorities in setting adequate boundaries for investment fund regulation of innovative financial products. After the introduction (Pt. I), Pt. II outlines the legal definition(s) of CIUs; Pt. III discusses the regulatory limits in the context of traditional use cases; Pt. IV analyzes the limits for digitally managed accounts, decentralized autonomous organizations (DAOs), and decentralized finance as a whole (referred to collectively as "digital limits"); Pt. V presents our policy considerations; and Pt. VI concludes.