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Business Organizations Law

Cornell University Law School

Cornell Law School Inter-University Graduate Student Conference Papers

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Behind Close Doors: Governance Issues In Private Equity Driven Industries – The Close Corporation Paradox And Its Impact On Private Equity In The Us And Sweden, Kristian Hermanrud Apr 2009

Behind Close Doors: Governance Issues In Private Equity Driven Industries – The Close Corporation Paradox And Its Impact On Private Equity In The Us And Sweden, Kristian Hermanrud

Cornell Law School Inter-University Graduate Student Conference Papers

Publicly traded companies make up only a small fraction of the vast number of corporations operating in the US today. Only about 10,000 companies are traded publicly while there are roughly 20 million corporations doing business in the US. Likewise, over 245 private corporations’ annual revenues exceed $1 billion. Among these, more than twelve employ more than 50,000 employees. Despite the influence on vast amounts of people and capital legislature has, to a large degree, focused on publicly traded companies. The reasons for this stem, in large, back to the years of the market crash in the early ...


National Security Review Of Foreign Mergers And Acquisitions Of Domestic Companies In China And The United States, Kenneth Y. Hui Apr 2009

National Security Review Of Foreign Mergers And Acquisitions Of Domestic Companies In China And The United States, Kenneth Y. Hui

Cornell Law School Inter-University Graduate Student Conference Papers

China’s recently enacted Anti-Monopoly Law has received much academic attention. In particular, many articles and comments have been written about Article 31 of the Anti-Monopoly Law, a provision on national security review of foreign mergers and acquisitions of domestic companies. The provision has often been labelled as draconian and protectionist. This paper argues that Article 31 is not necessarily so. Article 31 is actually, to a large extent, in line with the national security provisions found in liberal economies. By taking a comparative approach, this paper will demonstrate the similarities between the national security laws in China and the ...


The Reform Of Corporate Taxation In The European Union, Nina Winkler Apr 2008

The Reform Of Corporate Taxation In The European Union, Nina Winkler

Cornell Law School Inter-University Graduate Student Conference Papers

The Commission of the European Communities is currently drafting a proposal for an EU Directive to implement the first comprehensive corporate tax strategy for the Internal Market. The adoption of a common consolidated corporate tax base for EU multinational enterprises is one of today’s most highly debated issues on Brussels’ political agenda. Since the reform would affect all international companies conducting business in the Internal Market, it should also be of great interest for non-EU corporate and tax law scholars and lawyers. The paper critically evaluates the key advantages and disadvantages of the concept of an EU consolidated tax ...


European Law On Capital Markets – Quo Vadis?, Daniela Huemer Apr 2005

European Law On Capital Markets – Quo Vadis?, Daniela Huemer

Cornell Law School Inter-University Graduate Student Conference Papers

The occurrence of more than a dozen accounting scandals in the United States over the past few years have deeply shaken the capital market and have led some to believe that “corporate and legal culture has lost all sense of right and wrong.” Scandals at companies such as Enron and Worldcom have cost thousands of employees their jobs and caused thousands of investors to lose their investments completely. Similar scandals have happened in Europe as well, such as at Parmalat and Lernout & Hauspie, which has caused an increasing reluctance among investors to trust companies with their dollars.

These circumstances have sparked a major debate over corporate governance. Investors, having lost hundreds of billions of dollars pleaded for more protection to ensure that such frauds would not happen again. The US Congress had only a short time period in which to respond to these events and try to prevent the situation from deteriorating further. Congress’s work resulted in the implementation of the Sarbanes-Oxley Act, which was “the most sweeping and important US federal securities legislation affecting public companies and other market participants since the SEC was created in 1934”. The European response to the Sarbanes-Oxley Act is manifested in several directives in the field of the law on capital markets. Both the United States and the European Union have had to deal with the issue of restoring investors’ lost confidence, and both have tried to solve the problem by enacting more detailed provisions. This paper examines the present trend in the field of law on capital markets more closely with a particular focus on the European Union. So far, scholars have concentrated only – if at all – on summarizing the content of the several Directives, while leaving aside the question whether the legislative activity of the European Union is a good or bad policy.

I first conduct a closer examination of European capital markets law. In particular my focus is on the most recent and important issues the Member States had, and partly still have to deal with: the Directive on Market Abuse 2003/6/EC, the Prospectus Directive 2003/71/EC and the Transparency Directive 2004/109/EC. I then argue that: (i.) The available data indicates that law on capital markets is moving toward greater regulation on a European level as well as toward a uniformity; and (ii.) although attempting to achieve harmonization on an EU-wide basis is preferable to a “state by state ...