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EU policy in the area of corporate governance and capital markets is being reoriented. Harmonization is less frequently seen as a concept in company law, regulatory competition is on the rise, and experiments in soft law are being carried out. Several member States have recently reformed their corporate laws, either as a reaction to financial scandals or in an effort to enhance investment. Convergence has increased as a result, particularly towards Anglo-American standards. Yet, differences still exist, profoundly rooted in national systems of corporate governance. By contrast, capital market law would seem to be an exception having undergone intense harmonization in the last few years through the Lamfalussy regulatory architecture. Nonetheless, a European system of securities regulation is not yet in place. Regulation is predominantly domestic, each country having its own securities supervisor, while private laws affecting capital markets are still divergent. This volume examines the on-going debate on corporate and financial law reform from an interdisciplinary perspective. Part 1 explores the political determinants of corporate governance and evaluates the likelihood of convergence and the role of regulatory competition. Part 2 considers the Markets in Financial Instruments Directive (MiFID), its central role in the harmonization of EU securities trading, and the intense debate that preceded its adoption. Part 3 provides deeper legal analysis of the MiFID and other core harmonization measures, including the Prospectus and Transparency Directives. Part 4 takes this analysis one step further by offering future perspectives on the post-FSAP era.

Enormous changes are occurring in our capital markets as shareholder activists become increasingly prominent, institutional investors gain power, and capital markets intermediaries such as proxy advisory firms play increasingly important roles. Corporations, and their boards of directors, are also increasingly uncertain how to respond to these new dynamics and adhere to predefined fiduciary duties to stockholders. The uncertainty has led to schizophrenic responses,, including the increasing use of dual-class stock and wholesale corporate governance changes of uncertain validity designed to fight off or placate certain shareholder groups. We believe that these enormous changes merit a review of corporate law to examine needed adjustments for these revolutionary times. For example, much of the case law governing corporate conduct was created in another time–the 1980s–and designed to meet another disruptive force–hostile takeovers. Is it time to reexamine this case law and create new laws for possibly different threats? Alternatively, statutory laws such as the rules governing appraisal rights seem ripe for a complete review in the wake of appraisal arbitrage. In this book, we bring together many of the leading scholars of Delaware corporate law to examine these issues. The fourteen chapters, and a judicial overview by Delaware Chief Justice Leo E. String Jr., cast light on the current tensions in Delaware law and how Delaware’s courts and legislature should address them.