General Editors’ Foreword

Acknowledgements

Table of Cases

Table of Constitutional, Treaty and Legislative Provisions

List of Abbreviations

Chapter One: Introduction - Models of Inquiry

I. The Search for a Rational Division of Powers

A. Quantitative Criteria

B. Formal Criteria

C. The Relevance of Constitutional Text and Context to the Choice of Criteria

II. Economic Considerations Underlying the Division of Powers in the Field of Corporate and Enterprise Law

A. The Public Choice Approach

B. The Productivity of Integration Approach

C. The Nature of the State and the Unification of Law

III. The Political Frame of Reference

A. The European Political Frame of Reference

B. The American Political Frame of Reference

IV. Conclusion

Chapter Two: The American Experience

I. Introduction

II. The Factual Setting for the State Regulation of Trans-State and Transnational Company Activities: An Introduction and Census

III. The American Constitutional Framework of Corporation Law

A. Introduction

B. Division of Powers

C. The Search for a Substantive Rationale of Federal Supremacy

IV. Division of Powers and Traditional Corporation Law

A. The Conflict of Laws

B. The Twentieth Century Struggle Against Traditional Conflicts Doctrine

C. The Constitutional Debate: Conflicts of Obeisance and the Role of the Full Faith and Credit Clause

D. The Constitutional Issue

V. Voluntary and Substantive Uniformity Among State Corporation Laws: “Harmonization from Below”

A. Introduction and Early History

B. Major Components of the Majoritarian and Managerialist Enabling Act

C. The Center and the Periphery: State Blue Sky and Related Securities Regulation

VI. The Corporation Within the Polity: Protection or Apotheosis?

A. The Impact of Bellotti

B. Free Speech and Corporate Management

VIl. Conclusion

Chapter Three: European Attempts to Harmonize Company and Capital Market Law

I. National Regulation of Transnational Corporations: Facts and Developments

A. The Nature of Transnational Corporate Activity

B. The Development of Different National Company and Capital Market Laws

II. Aims, Bases and Expectations of Harmonization of Company and Capital Market Laws in Europe

A. Aims

B. Bases

C. Expectations in Community Law - Failure of National Laws

III. Methods and Tools for Integration of Company and Capital Market Law

A. Indirect Methods and Tools

B. Legal Integration Through Community Company and Capital Market Law

IV. Status, Difficulties and Prospects of Integration

A. The State of Harmonization of Company and Capital Market Law: A Preliminary Table of Contents

B. Difficulties of Integration: The Example of Worker Participation on Company Boards (Codetermination)

C. Prospects for Integration

Chapter Four: The Legal Problems in Their Social Context

I. Harmonization of Company Law - At Which Level?

A. The Ongoing Process of Harmonization by European Community Directives

B. The Judicial Role in Harmonization

C. The States’ Statutory Role in Harmonization

D. The Harmonization Process and the Public Choice Model

II. The Causes of Failure of Harmonization at the Member State or Community Level

A. The History of Accounting Law Harmonization

B. Accounting Law Harmonization and Economic Models

C. Securities Regulation and the Models

D. The Process of Harmonization and the Models

III. Harmonization of Law on the Basis of Priorities Derived from Non- Economic Values

A. Substantive Values and Value Disputes and Harmonization Efforts

B. Process Consensus and Harmonization Efforts

C. Methods and Tools of Harmonization in Politically Fragmented Areas

References

Index