In October 2001, the EU formally adopted the legislation on the European Company, also known by its Latin name Societas Europaea (SE). This handbook aims to ensure that the new opportunities for employee representation at European level which these new SE rules provide, are seized. It has been designed first and foremost to help practitioners to prepare and conduct negotiations on agreements on employee involvement in SEs. The handbook introduces the SE and its mechanism of employee involvement. It explains the negotiation procedures and provides ‘tips and tricks’ for a decent preparation of negotiations. Based on the experience of several experts, it gives an overview of key aspects of an SE agreement and includes an extensive set of overviews, graphics and comparative tables.
Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics. This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe. The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered. The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.
Now that the economic orthodoxy of 'light-touch' regulation has been widely discredited by recent events in the financial markets, and shareholder-oriented management has come under intense scrutiny, it is time to seriously consider the merits of stakeholder-oriented economies. In this far-reaching symposium on this aspect of comparative labour relations, 35 scholars examine case studies and evolving scenarios in a wide variety of countries, from leading economic powers such as the United States, the United Kingdom, and Germany to post-socialist states such as Poland, Hungary, and Bulgaria to the formidable global economic presences of Brazil, Russia, and India. With contributions from leading experts from all around the world in the fields of labour law, industrial relations, labour economics, labour statistics, human resources management, organization theory and other related subjects, the papers focus on the impact of the global economic crisis and its implications for the future of employment. Specific contexts covered include: ; adversarial versus strategic collective bargaining; transnational collective bargaining; long-term employees as the most valuable corporate stakeholders; workers' voice and participation in the restructuring of undertakings; privatization of state-owned companies; executive pay; investment in vocational training in times of economic crisis; the impact of the EU's Cross-Border Merger Directive; inherent dangers in the EMU one-size-fits-all monetary policy; and cases of large-scale corporate fraud. Of particular interest is the treatment of important developments in Singapore and Nigeria, as well as lessons to be learned from pitfalls encountered in South Africa and other countries. With its theoretical arguments and empirical data, this volume is certainly a major contribution to the debate over whether shareholder or stakeholder approaches to management yield the best results in terms of employment outcomes. As the world economic crisis continues to take its toll on employment, pension funds, public services, and living standards, the book is sure to find a wide audience among policymakers and lawyers worldwide concerned with the future of employment relations and their effect on both productivity and social stability. This volume includes a selection of papers from the Eighth International Conference in commemoration of Marco Biagi held at the Marco Biagi Foundation in Modena, Italy in March 2010.
The rights of the employee and the themes of employee ownership and participation have been central, recurring themes as the body of Catholic Social Thought has developed. There is now a unified corpus of official Catholic teaching that focuses the resources of moral theology and natural law theory on the important social issues of the day such as this. The description and explanation of the essential elements of Catholic Social Thought and its relationship to these themes helps the reader think about the place of the corporation in the economy and whether British and European corporate governance and labour law do what they should to put the employee at the centre of corporate governance.
The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.
"European Company (Societas Europaea, ES) is a relatively new legal form of company operating on a Europe-wide basis. The EU legislation governing the formation and operation of such companies also stipulates the need for employee involvement, in the form of information, consultation and participation. This report uses 10 company case studies and a review of legislation and literature to examine the current state of play regarding SEs and the nature and extent of employee involvement in them."--Editor.
Globalization has led to growing labour fragmentation and widening of gaps in social protection. Although the enterprise is increasingly expected to be socially responsible, in actuality extreme worker inequalities and social dumping have become ubiquitous worldwide. This volume – the first to focus attention on the ‘theory of the firm’ as it reveals itself in today’s world from a multidisciplinary perspective – underscores the necessity to rebuild a new scientifically controlled paradigm that acknowledges and regulates the dimension of power in the functioning of the organization. In their contributed essays, nineteen renowned scholars in labour law and industrial relations rethink the firm, its conception, its value, and its regulation, analysing such aspects as the following: – labour-management relations issues that arise when companies go global but workers remain local; – the firm as a social construction; – the continuing necessity for collective bargaining; – concealment of the employment relationship under the guise of self-employment; – concealment of the real employer behind figureheads and shell companies; – social welfare effects of outsourcing; – the company’s interaction with the network of suppliers and with local education processes; – determining who actually carries responsibility towards workers; – overcoming companies’ drive to enter the global market in response to national regulation; – realizing the notion of ‘duty of care’; – mechanisms of participation of workers in the management of the enterprise; and – the persistent limitations that women face in the workplace, even when worker participation is advocated. With attention to innovative developments in Germany, Italy, Japan, and other countries, analyses include case studies of specific companies as well as case law, in particular the European Court of Justice’s jurisprudence in matters of collective dismissals, seconded workers, and public contracts. In their head-on tackling of the fragmentation and blurring of social responsibility in enterprise organization, these important essays propose a view of the enterprise as a factor in a new ‘constitutionalisation’ of labour that shifts employment protection from single legal entities to the network’s economic activity, thus realigning the legal boundaries of the enterprise with its economic reality. As a compelling investigation of how a satisfactory implementation of labour standards in the fragmented enterprise can be guaranteed, this book will be studied by entrepreneurs, managers, consultants, corporate lawyers, judges, human rights experts, and trade unionists, and will be welcomed by academics and researchers in industrial relations and labour law.
The most accessible and user-friendly introduction to corporate governance, providing broad coverage of international issues and clear examples of theory in a business context.
Corporate governance in Asia continues to attract global interest due to its critical importance to the world's fastest-growing region. The study of governance systems remains complicated by Asia's mix of legal traditions, market systems and social history. This comprehensive textbook provides a comparative overview of the corporate governance framework, theory and practice in major Asian countries. Students at all levels will gain an understanding of corporate governance systems in Asia and how they compare with models attributed to the US, the UK and Europe. Featuring six foundational chapters focusing on general theory and corporate governance systems and eight country-specific chapters, this book can be used as the basic textbook for a general course on comparative corporate governance or as an essential reference about corporate governance in Asia for a wide variety of professionals including academics, jurists, students, practitioners, investors, creditors, policymakers and analysts.
