Transparency of Stock Corporations in Europe: Rationales, Limitations and Perspectives

Description

This edited collection explores transparency as a key regulatory strategy in European business law. It examines the rationales, limitations and further perspectives on transparency that have emerged in various areas of European law including corporate law, capital markets law and accounting law, as well as other areas of law relevant for European (listed) stock corporations. This book presents a clear and accurate picture of the recent reforms in the European transparency regime. In doing so it endorses a multi-dimensional notion of transparency, highlighting the need for careful consideration and contextualisation of the transparency phenomenon. In addition, the book considers relevant enforcement mechanisms and discusses the implications of disparate enforcement concepts in European law from both the private and public law perspectives. Written by a team of distinguished contributors, the collection offers a comprehensive analysis of the European transparency regime by discussing the fundamentals of transparency, the role of disclosure in European business law, and related enforcement questions. Preface Contents List of Contributors Introduction I. Introduction II. Company Law III. Capital Markets Law IV. Business Law V. Limits of Transparency VI. Enforcement VII. Conclusion PART I: TRANSPARENCY AND CORPORATE LAW 1. Access to Information in Company Registers I. Introduction II. Company Registers III. What Type of Information is Disclosed? IV. Why Disclose Corporate Information through Registers? V. Processing the Information VI. Enforcement of the Duty to Provide Information VII. Access to Information VIII. The Effect of Registration of Information IX. Conclusions 2. Disclosure through Minority and Individual Rights in Public Limited Liability Companies I. Introduction II. The Disclosure Rights of Minority and Individual Shareholders in European Law III. Disclosure Rights of Minority and Individual Shareholders under National Law IV. Framing the Disclosure Rights of Minority and Individual Shareholders V. Conclusion 3. Disclosure of Corporate Governance by Codes I. Introduction II. Corporate Governance and its Disclosure III. Corporate Governance Codes IV. Codes and the Disclosure of Corporate Governance V. Questions and Problems VI. Conclusion 4. Disclosure as a Legal Instrument against Potential Abusive Behaviour in the Case of Related Party Transactions I. Introduction II. Mandatory Disclosure on RPTs: An EU Perspective III. Concluding Remarks PART II: EVOLUTION OF DISCLOSURE IN CAPITAL MARKETS LAW 5. Disclosure of Inside Information I. Introduction II. The Breadth of the Obligation to Disclose Inside Information in the EU III. The Relationship between the Disclosure of Inside Information and the Prohibition on Insider Dealing IV. Conclusion 6. Disclosure of Major Holdings in Listed Companies I. Introduction II. The Various Functions of the Major Holdings' Disclosure and their Development III. The Corresponding Evolution of the Legal Framework Set Out in the Transparency Directive 7. Climate-Related Financial Disclosure I. Introduction II. French Law as a Regulatory Model for Climate Reporting Obligations III. The Commission Proposal from May 2018 IV. Conclusion 8. Proxy Advisors and Disclosure of Conflicts of Interests I. Introduction II. The Demand for Proxy Advice III. Conflicts of Interests IV. Legislative Options V. Conclusion PART III: DEVELOPMENTS IN BUSINESS LAW 9. Financial Reporting in European Stock Corporations I. Introduction II. The Twofold EU Accounting Regime III. The Suitability of the EU Accounting Regimes for Meeting Addressees' Information Needs: The Potential Limitations of Historical Cost and Fair Value Accounting IV. The Cost Burdens Imposed by Accounting Rules on European Joint Stock Companies V. Reconciling European Issuers' and Investors' Interests: The Role of Narrative Reporting VI. Conclusions 10. Non-financial Reporting: Evolving Demands for Transparent Enterprises I. Introduction II. Reporting Initiatives and Frameworks:The Incoming Tide III. Rapid Evolution: Step Changes in the NFR Directive, the TCFD and the HLEG Report IV. Financial Reporting: Three Stages to Public Interest 11. Ownership Disclosure in Anti-money Laundering Law I. Introduction II. The AML Beneficial Ownership Transparency Framework III. Supervision IV. Sanctions V. Conclusion PART IV: THE LIMITS OF TRANSPARENCY 12. Transparency of Stock Corporations and Personal Data Protection:
Access to the Shareholder Register I. Introduction II. Identification of Shareholders by the Issuer III. Shareholder Access to the Shareholder List IV. Third Party Access to the Shareholder List V. Comparative Remarks VI. The New Data Protection Regime VII. Conclusion 13. The Trade Secrets Directive and Transparency Obligations in Company
and Capital Market Law: An Initial Approach I. Introduction II. Directive (EU) 2016/943 on the Protection of Undisclosed Know-How and Business Information (Trade Secrets) III. Basic Issues in the Context of the Mandatory Disclosure of Business Information IV. Collision between Undisclosed Information and a Public Law Obligation to Disclose Business Information V. Fundamental Rights and the General Interest Dimensions of the Directive VI. The Definition of ‘Trade Secret’ under the Directive and the Possible Receptionof its Definition in Public Law VII. Is There Room for a Balancing of Interests? VIII. Concluding Remarks 14. Transparency and its Limits under EU Competition Law I. Introduction II. Information Exchange and Competition Law III. Information Exchange and Transparency IV. Information Exchange, Non-performing Loans and Competition Law V. Conclusion PART V: ENFORCEMENT 15. Transparency: Public Enforcement Strategies I. Introduction II. Public Enforcement Strategiesin EU Capital Markets Law III. Enforcement According to the TD IV. Conclusions 16. Private Enforcement of Transparency I. Introduction II. Civil Liability in the EU 'Transparency' Rulebook III. The Regulatory Role of Private Enforcement IV. Do we have a Theory of Private Enforcement Concerning Corporate Transparency? The US Debate on Securities Class Actions V. A European Perspective 17. Transparency on Stock Corporations through Piercing the Corporate Veil I. Introduction II. Piercing the Corporate Veil Due to Lack of Transparency in Stock Corporations III. The Entrepreneurial Interest: The Decisive Criterion of Transparency in Stock Corporations IV. Conclusions PART VI: CONCLUSION 18. Corporate Transparency in the Technological Frontier I. Introduction II. Privacy versus Transparency: Fundamentals III. Corporate Disclosure IV. Recent Complications V. New Problems VI. Conclusion 19. Towards the End of Anonymity in Sociétés Anonymes? I. Introduction II. Société Anonyme and Anonymity III. Strategies of Anonymity IV. Bearer Shares V. Bearer Shares: Pros and Cons in Terms of Company Law VI. Dangers of Anonymity: Non-company Law VII. Examples of National Measures to Prevent Misuse VIII. How the Bearer System Fades Out IX. Indirect Holding X. Conclusion: The Comeback of Anonymity? 20. Delineating Transparency for Stock Corporations and its Prospects I. Introduction: Transparency as a Multi-dimensional Phenomenon II. Definition, Forms and Features III. Means IV. Rationales V. Limitations VI. Enforcement VII. Prospects VIII. Conclusion Index