The Dutch Corporate Governance Code contains principles and best practice provisions addressing the relationship between management board, supervisory board, shareholders and other stakeholders at Dutch listed companies. This book provides practical guidance explaining these principles and best practice provisions and offering insights into the Code’s structure and background. In December 2022, the fourth version of the Code was published, incorporating societal themes such as sustainable l...

‘Limits to Group Structures and Asset Partitioning in Insolvency: The 800-pound gorilla’ was the theme of the 2018 annual meeting of the NACIIL. This theme encompasses two related topics at the intersection of corporate law and insolvency law:(1) the artificial subdivision of enterprises over different legal entities (asset partitioning) and (2) selective perforation by means of guarantees.

Examples of strategic division of assets over group companies are attempts to actively suppress val...

In 2019, the European Parliament and the Council adopted the Preventive Restructuring Directive (2019/1023), providing for minimum harmonisation of, among others, preventive restructuring frameworks (PRF). This book provides in-depth analyses of its implementation in seven European countries: Austria, Denmark, France, Germany, Greece, The Netherlands, and the United Kingdom. Whereas Member States of the European Union were under a duty to complete implementation by July 2022, the United Kingd...

From 2017 up to 2022, the Conference on European Restructuring and Insolvency Law (CERIL) has adopted 12 Reports and Statements which concern salient topics in the area of European restructuring and insolvency law. In those Reports and Statements, CERIL promotes long-term improvements in restructuring and insolvency frameworks across Europe. This book compiles these analyses and recommendations – resulting from extensive dialogues among CERIL Conferees – to the EU legislator, EU Member S...

Can bankruptcy law offer debt relief to third parties who are not involved in a formal procedure themselves? This question is explored both in relation to guarantees and in relation to mass tort liability and has been a main topic of controversy recently in the US, arising in cases such as Purdue Pharma and the opioid crisis. Taken together, the answer to these questions will be decisive in the future scope of bankruptcy law and its relation to other fields of law. In their reports written fo...

The duties and responsibilities of Supervisory Boards have evolved in recent years. This is especially true in the case of governance, with themes such as succession planning, talent reviews, diversity and inclusion becoming increasingly important. Because of this development, more emphasis is placed on the role of the Nomination Committee. However, it is unclear whether its position has evolved accordingly.

To answer this question, the International Center for Financial Law & Governance (ICF...

Business lawyers are expected to reflect on the impact of business decisions on society. They are involved in defining a company's social responsibility and assessing its legal implications on, for example, contract law and tort law. This book helps to prepare law students and young business lawyers for this role. They are invited to take stock of the relevant concepts, roles, perspectives, issues and ongoing developments in corporate social responsibility (CSR). They will learn that perspect...

Foreign takeovers have triggered increasing vigilance of host governments, as foreign ownership is likely to be deemed a potential threat to local employment, strategic assets, economic network, high­tech competitiveness, and national security. Consequently, various countries have imposed different degrees of restriction on foreign investors.

The disparity that lies in the national rules regarding foreign takeovers implies that while companies in some countries are well shielded against fore...

This is the third and final volume in the ‘New Bank Insolvency Law

for China and Europe’ series. The current volume provides a detailed

comparison of Chinese and European bank insolvency and resolution

laws. Moreover, it assesses to what extent these laws conform to

international standards such as those set by the Financial Stability

Board. Specific topics discussed in the book include: the institutional

framework for the management of failing banks, insolvency

proceedings, management of ...