- For a discussion of convergence in corporate law, see, eg, WW Bratton and JA McCahery, “Comparative Corporate Governance and Barriers to Global Cross Reference”, in JA McCahery et al (eds), Corporate Governance Regimes: Convergence and Diversity (Oxford, OUP, 2002). Perhaps the bestknown claim for convergence is that made by Hansmann and Kraakman: HB Hansmann and R Kraakman, “The End of History for Corporate Law” (2001) 89 Georgetown Law Journal 439.
- F Allen and D Gale, “Corporate Governance”, in F Allen and D Gale (eds), Comparing Financial Systems (Cambridge, MA, MIT Press, 2000).
- Sarbanes-Oxley Act of 2002, Pub L No 107–204, 116 Stat 745.
- L Ribstein, “International Implications of Sarbanes-Oxley: Raising the Rent on US Law” (2003) 3 Journal of Corporate Law Studies 299.
- B Holmstrom and SN Kaplan, “The State of U.S. Corporate Governance: What's Right and What's Wrong?”, National Bureau of Economic Research Working Paper 9613, April 2003, available online at: http://www.nber.org/papers/w9613.
- R Kraakman, “Disclosure and Corporate Governance: An Overview Essay”, in G Ferrarini et al (eds), Modern Company and Takeover Law in Europe (Oxford, OUP, forthcoming 2004).
- SA Johnson, HE Ryan and YS Tian, “Executive Compensation and Corporate Fraud”, Economics Working Paper, Louisiana State University, April 2003.
- On the terminology, see eg, JC Coffee, “The Attorney as Gatekeeper: An Agenda for the SEC” (2003) 103 Columbia Law Review 1293, 1297–1300.
- See eg, F Partnoy, “Barbarians at the Gatekeepers?: A Proposal for a Modified Strict Liability Regime” (2001) 79 Washington University Law Quarterly 91; A Hamdani, “Assessing Gatekeeper Liability”, Harvard Law and Economics Working Paper, 2003 (arguing for strict auditor liability); JC Coffee, “Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms”, in Ferrarini et al., supra n 6 (arguing that auditors should carry mandatory insurance).
- WW Bratton, “Enron and the Dark Side of Shareholder Value” (2003) 76 Tulane Law Review 1275; S Deakin and SJ Konzelmann, “After Enron: An Age of Enlightenment?” (2003) 10 Organisation 583.
- EC Commission Communication, “Modernizing Company Law and Enhancing Corporate Governance in the European Union—A Plan to Move Forward”, COM (2003) 284 Final (21 May 2003). German firms with two-tier boards lobbied for (and eventually received) an exemption from the Act (see 17 CFR Section 240.10A-3).
- These developments are discussed by Rt Hon Lady Justice Mary Arden in this issue: “UK Corporate Governance After Enron” (2003) 3 Journal of Corporate Law Studies 269.
- D Higgs, Review of the Role and Effectiveness of Non-Executive Directors (London, DTI, 2003).
- Financial Reporting Council, Audit Committees—Combined Code Guidance: A Report and Proposed Guidance by an FRC-Appointed Group Chaired by Sir Robert Smith (London, FRC, 2003).
- See Financial Reporting Council Press Release PN75, “FRC issues revised Combined Code”, 23 July 2003; Financial Reporting Council, The Combined Code on Corporate Governance (FRC, London, July 2003), both available online at: http://www.frc.org.uk/combined.cfm.
- Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe, 4 November 2002.
- KJ Hopt, “Modern Company Law and Capital Market Problems—Improving European Corporate Governance after Enron” (2003) 3 Journal of Corporate Law Studies 221.
- The Report also advanced a number of other recommendations, including the adoption of the SLIM Group's proposals on the Second Company Law Directive, and the introduction of new Tenth and Fourteenth Company Law Directives to facilitate cross-border restructuring and mobility.
- See Commission Communication on “Modernizing Company Law”, supra n 11.
- E Ferran, “The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making”, in Ferrarini et al., supra n 6.
- Report of the High Level Group of Company Law Experts, supra n 16, 45.
- Kraakman, supra n 6, 7.
- G Hertig and JA McCahery, “Company and Takeover Law Reforms in Europe: Misguided Harmonization Efforts or Regulatory Competition?” ECGI Working Paper in Law 12, August (2003), available at online at http://www.ecgi/wp/wp.php?series=Law.
- “Modern Company Law and Capital Market Problems—Improving European Corporate Governance After Enron” (2003) 3 Journal of Corporate Law Studies 221.
- “UK Corporate Governance After Enron” (2003) 3 Journal of Corporate Law Studies 269.
- “Company Law in Turmoil and the Way to ‘Global Company Practice’” (2003) 3 Journal of Corporate Law Studies 283.
- “International Implications of Sarbanes-Oxley: Raising the Rent on US Law” (2003) 3 Journal of Corporate Law Studies 299.
- (2003) 3 Journal of Corporate Law Studies 329.
- (2003) 3 Journal of Corporate Law Studies 359.
- “The Impact of Stock Exchange Regulation on Corporate Performance of the European New Markets” (2003) 3 Journal of Corporate Law Studies 379.
- “The Structure, Governance and Performance of UK Venture Capital Trusts” (2003) 3 Journal of Corporate Law Studies 401.
Journal of Corporate Law Studies
Volume 3, 2003 - Issue 2