List of Participants

Abbreviations

Introduction. Federalism and European Business Law

Frank H. Easterbrook

Chapter One. A Short Walk in the Realm of Subsidiarity

Paul Demaret

I. Introduction

II. The Entry of Subsidiarity into the Community Framework

III. The Scope of the Subsidiarity Principle Under the Maastricht Treaty

IV. The Implementation of the Principle of Subsidiarity Under the Maastricht Treaty

V. Conclusion

Chapter Two. Ensuring Compliance and Implementation by Member States

A. Report: Jean-Victor Louis

I. Introduction: Insufficient Effectiveness of Community Law

II. A Subject of Growing Concern

III. Some Crucial or Controversial Aspects

IV. Normative and Administrative Implementation

V. Control of the Application

VI. Sanction of Infringements of Community Law

VII. Tentative Conclusion

B. Discussion

I. Introductory Remarks

II. Right Level of Government

III. Implementation and the Francovich Case

IV. The Role of the Court of Justice

Chapter Three. A Common Currency: How to Get There And is it Worth it?

A. Report: Niels Thygesen

I. Introduction

II. Benefits and Costs of a Common Currency – is it Worth it?

III. Would the Common Currency Ensure Stable and Low Inflation?

IV. How Do We Get There?

V. Tentative Conclusions

B. Discussion

I. Introductory Remarks

II. Political Union as a Prerequisite for Monetary Union

III. Time Targets and EMI

IV. Benefits and Costs

Chapter Four. The EMU and Fiscal Policy in the New European Community: An Issue for Economic Federalism

A. Report: Robert P. Inman and Daniel L. Rubinfeld

I. Introduction

II. A European Monetary Union?

III. Private Control of Country-Specific Economic Shocks

IV. The Political Management of Centralized Fiscal Policies in the European Union

V. Implications for European Federalism

B. Discussion

I. Introduction

II. The Politics of Centralization

III. Undoing Centralization

IV. Unemployment Compensation Systems

Chapter Five. Eastern Europe

A. Report N° 1: Richard M. Buxbaum. Modernization, Codification, and Harmonization: The Influence of the Economic Law of the European Union on Law Reform in the Former Socialist Bloc

I. Introduction

II. The First Steps

III. Europe Agreement: Problems and Procedures

IV. Agreement on Inter-Parliamentary Cooperation: Problems and Procedures

V. Conclusion

Report N° 2: Stanislaw Soltysinski. Polish Law On National Investment Funds And Their Privatization (1993): An Overview

I. Introduction

II. The Purposes and the Procedure of Establishment of NIFs

III. Governing Bodies of the Funds. Management Firms

IV. Antitrust Provisions

V. Share Certificates

VI. Exchange of Share Certificates for Shares of the Funds

VII. Conclusion

B. Discussion

I. Introduction: History

II. Transition Strategies

III. NIFs

Chapter Six. Accounting Standards In Practice

A. Report: Wienand Schruff

I. Introduction

II. The Current Status of Harmonized Accounting Standards in the European Union

III. Barriers to Further Harmonization in the EU

IV. Proposal

V. Conclusion

B. Discussion

I. Do Differences in Accounting Methods Matter?

II. The Link Between Accounting and Culture or Management Methods

III. The Cost of Complying with Several Accounting Methods

IV. Self-regulating Accounting Principles

V. Modernizing the Seventh Directive

Chapter Seven. Financial Services

A. Report N° 1: Ruben Lee. Supervising EU Capital Markets: Do We Need A European SEC?

I. Introduction

II. The Current Environment

III. Problems of Substance

IV. Structural Faults

V. Responses

VI. Conclusion

Commentary 1 on Report N° 1: Hideki Kanda

I. Introduction

II. Why Harmonization?

III. Paradoxes of Regulation

Commentary 2 on Report N° 1: Robert Austin

I. Introduction

II. The Functions of a Securities Regulator

III. The Role of Competition Policy in Securities Regulation

IV. Legislation v. Regulation

V. The Theory of Harmonization

Report N° 2: Gérard Hertig. Imperfect Mutual Recognition for EU Financial Services

I. Introduction

II. The Move toward Imperfect Mutual Recognition

III. Imperfect Mutual Recognition as a Second Best Solution

IV. Conclusion

B. Discussion

I. Introduction

II. Cooperation Among Regulators and the Role of Courts

III. Multiplying Regulatory Authorities

Chapter Eight. Corporate Law and Politics

A. Report N° 1: Mark J. Roe. German “Populism” and the Large Public Corporation

I. Introduction

II. Berle-Means and Atomization

III. The German Structure

IV. Political Influence in Germany

V. Conclusion

Report N° 2: Klaus J. Hopt. Labor Representation on Corporate Boards: Impacts and Problems for Corporate Governance and Economic Integration in Europe

I. Introduction

II. Legal and Economic Experiences With the German and Dutch Worker Co-determination Model

III. Worker Co-determination in the EU: Legal, Economic and Socio-political Problems of Integration

IV. Some Prospects and Theses

B. Discussion

I. Introduction

II. A Contractarian View

III. Co-determination Outside of Germany

IV. Fragmentation of Financial Intermediation

Chapter Nine. The Regulation of Takeover Bids in a Comparative Perspective

Eddy Wymeersch

I. Introduction

II. Facts

III. Takeovers and Other Comparable Transactions

IV. Takeovers and the Corporate Control Market

V. The Use of Protective and Defensive Measures

VI. The Role of the Takeover Bid

VII. Concluding Remarks

Chapter Ten. Investors and Enterprise Structure

A. Report: Eddy Wymeersch

I. Introduction

II. Distribution of Shares Among Investors

III. The Role of the Business Enterprise

IV. Conclusion

B. Discussion

I. Introduction

II. Corporate Control

III. Rescue Situations

Chapter Eleven. The Structural Approach to Decentralizing Law: A Theory of Games and Norms

A. Report: Robert D. Cooter

I. Introduction

II. Games and Norms

III. Lawmaking

IV. Conclusion

B. Discussion

I. Introduction

II. Costs and Benefits of Decentralization

III. Structure and Behavior

IV. International Norms and Domestic Norms