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With transformative evolution involving crypto-assets, machine learning applications and data-driven finance models, complex regulatory and policy issues are emerging. Inadequate frameworks in FinTech markets create regulatory friction and regulatory fragmentation. These limitations continue to feature when piecemeal regulatory transition occurs. The danger of EU Member States being left behind in the FinTech innovation race if the regulatory landscape is cumbersome or incomplete for new business models is real. Regulatory lag and regulatory friction also act as a 'disenabler' for ease of cross-border FinTech trade in the EU. This article critically engages with the manner in which the regulatory sandbox has rapidly gained critical mass in Member States as a valuable adaptive measure supporting a route to market for FinTech entrepreneurs. Against the backdrop of the European Commission's Digital Finance Strategy, the article further advances scholarship on FinTech in the EU by probing the EU's resulting regulatory dilemma, undertaking a systematic evaluation of the continuum of complex policy options available to the European Union in response to the spreading regulatory sandbox phenomenon.

PUBLISHED ; With transformative evolution involving crypto-assets, machine learning applications and data-driven finance models, complex regulatory and policy issues are emerging. Inadequate frameworks in FinTech markets create regulatory friction and regulatory fragmentation. These limitations continue to feature when piecemeal regulatory transition occurs. The danger of EU Member States being left behind in the FinTech innovation race if the regulatory landscape is cumbersome or incomplete for new business models is real. Regulatory lag and regulatory friction also act as a 'disenabler' for ease of cross-border FinTech trade in the EU. This article critically engages with the manner in which the regulatory sandbox has rapidly gained critical mass in Member States as a valuable adaptive measure supporting a route to market for FinTech entrepreneurs. Against the backdrop of the European Commission's Digital Finance Strategy, the article further advances scholarship on FinTech in the EU by probing the EU's resulting regulatory dilemma, undertaking a systematic evaluation of the continuum of complex policy options available to the European Union in response to the spreading regulatory sandbox phenomenon.

PUBLISHED ; Spain ; Close corporations deserve separate attention from other company forms. Given that their shares are not publicly traded, there are often close bonds between shareholders and between shareholders and directors (who may overlap), particularly in smaller close corporations where a lack of separation between ownership and control is acute. This closeness is a fertile breeding ground for acrimony, often leading to shareholder disputes. There are circumstances where minority shareholders in a close corporation who are bound by the decisions of the majority may feel that either their interests or those of the company have been unfairly disregarded and that there is a risk of detriment or harm. Decision-making power and dominance may be abused to the detriment of the minority?s interests and also to those of the company. Therefore the law steps in to provide mechanisms to guard against the abuse of power by the majority. How this is achieved in Irish law is scrutinised in this chapter. ; Spanish Ministry of Economy and Competitiveness

AbstractThrough the lens of assessing the likely regulatory impact of the 2017 EU Directive on Long-term Shareholder Engagement and its amendments to the 2007 Directive on Shareholder Rights, this article considers the mythical voice and stewardship role attributed by the EU to shareholders as active corporate governance gatekeepers and drivers of its long-term sustainability agenda. It identifies limitations of the Directive itself and practical challenges concerning the provisions on shareholder identification, executive pay, related party transactions, proxy advisors and shareholder engagement policies. It is argued that there is a considerable normative gap between the EU narrative of engagement and the challenge of engaging shareholders away from self-interest and rational apathy to fulfil a stewardship role.

PUBLISHED ; Through the lens of assessing the likely regulatory impact of the 2017 EU Directive on Long-term Shareholder Engagement?s amendments to the Directive on Shareholder Rights, this article considers the mythical voice and stewardship role attributed by the EU to shareholders as active corporate governance gatekeepers and drivers of its long-term sustainability agenda. It identifies limitations of the Directive itself and practical challenges concerning the provisions on shareholder identification, executive pay, related party transactions, proxy advisors and shareholder engagement policies. It is argued that there is a considerable normative gap between the EU narrative of engagement and the challenge of engaging shareholders away from self-interest and rational apathy to fulfil a stewardship role. KEYWORDS: Shareholders, EU Company Law, Shareholder Engagement, Corporate Governance, Institutional investors, Proxy advisors, Stewardship

In managing a company on behalf of the shareholders, directors are possessed of significant freedom. This freedom is constrained by the duties owed by directors to the company, duties which were initially developed by the courts in the nineteenth century by analogy with the duties of trustees. These duties are: -- (i) the duty to exercise due care, skill and diligence in the performance of their duties; -- (ii) the duty to act bona fide in the best interests of the company as a whole and for proper purposes; and -- (iii) the duty to avoid secret profits and conflicts of interest. This thesis assesses the extent to which these duties, and the principles which underpin them, have stood the test of time. As such it is a study of the application, durability and adaptability of the traditional non-statutory duties of directors. Of particular significance to this assessment is the Company Law Review Group?s recommendation that directors? duties be placed on a statutory footing within a new unified company law legislative scheme. This resulted in the publication of a General Scheme of the Company Law Consolidation and Reform Billin May 2007, Part A5 of which is designed to move directors? duties to a statutory footing. One of the major concerns with a codification of directors? duties is the potential loss of flexibility. ; TARA (Trinity?s Access to Research Archive) has a robust takedown policy. Please contact us if you have any concerns: rssadmin@tcd.ie