The Law and Finance of Related Party Transactions

by Luca Enriques (Editor), Tobias H. Tröger (Editor)

Overview

A globe-spanning group of leading law and finance scholars bring together cutting-edge research to comprehensively examine the challenges legislators face in regulating related party transactions in a socially beneficial way. Combining theoretical analysis of the foundations of efficient regulation with empirical and comparative studies, readers are invited to draw their own conclusions on which regulatory responses work best under differing circumstances. The careful selection of surveyed jurisdictions offers in-depth insight into a broad variety of regulatory strategies and their interdependence with socioeconomic and political conditions. This work should be read by scholars, policymakers, and graduate students interested in a critical, much-debated area of corporate governance.

Product Details

ISBN-13:	9781108429283
Publisher:	Cambridge University Press
Publication date:	06/27/2019
Series:	International Corporate Law and Financial Market Regulation
Pages:	538
Product dimensions:	6.14(w) x 9.25(h) x 1.26(d)

About the Author

Luca Enriques is the Allen and Overy Professor of Corporate Law at the University of Oxford and ECGI Research Fellow. He has published widely in the fields of corporate law and securities regulation. He is a coauthor of The Anatomy of Corporate Law (3rd edition, 2017) and of Principles of Financial Regulation (2016) and has held visiting positions, among others, at Harvard Law School and University of Cambridge.

Tobias H. Tröger holds the Chair of Private Law, Trade and Business Law, Jurisprudence at Johann Wolfgang Goethe-Universität Frankfurt am Main. His research interests include corporate law, banking law and the economic analysis of law. He is Program Director Corporate Finance and Corporate Governance at the Research Center Sustainable Architecture for Finance in Europe (SAFE) and a Research Member of the European Corporate Governance Institute (ECGI).

Table of Contents

The law and (some) finance of related party transactions: an introduction Luca Enriques and Tobias H. Tröger; Part I. Theoretical Framework and Policy Issues in Regulating RPTs: 1. Corporate control and the regulation of controlling shareholders Zohar Goshen and Assaf Hamdani; 2. Optimally restrained tunneling: the puzzle of controlling shareholders' 'generous' exploitation in bad-law jurisdictions Sang Yop Kang; 3. Powering preemptive rights with presubscription disclosure Jesse Fried; 4. MOM approval in a world of active shareholders Edward Rock; 5. Institutional investors as minority shareholders Assaf Hamdani and Yishay Yafeh; 6. Procedural and substantive review of related party transactions (RPTs): the case for non-controlling shareholder-dependent (NCS-dependent) directors Alessio M. Pacces; 7. Related party transactions and intragroup transactions Jens Dammann; 8. Related-party transactions in state-owned enterprises: tunneling, propping, and policy channeling Curtis Milhaupt and Mariana Pargendler; 9. Related party transactions in insolvency Kristin Van Zwieten; Part II. Regional- and Country-Specific Insights: 10. Related party transactions in East Asia Kon Sik Kim; 11. Related party transactions in Commonwealth Asia: complexity revealed Dan W. Puchniak and Umakanth Varottil; 12. Related party transactions: UK model Paul Davies; 13. Related party transactions in France: a critical assessment Geneviève Helleringer; 14. Germany's reluctance to regulate related party transactions Tobias H. Tröger; 15. Be careful what you wish for: how progress engendered regression in related party transaction regulation in Israel Amir Licht; 16. Enforcing rules on related party transactions in Italy: one securities regulator's challenge Marcello Bianchi, Luca Enriques and Mateja Milič; Bibliography; Index.

Editorial Reviews

'With patterns of concentrated ownership expanding even in the US, where tech entrepreneurs leverage control via higher voting shares, related-party transactions have become more ubiquitous than in the past. In this book, the world’s leading academics address the new pattern, reflecting on how to police them. Don’t miss it.' Ronald J. Gilson, Charles J. Meyers Professor of Law and Business, Stanford University, and Marc and Eva Stern Professor of Law and Business, Columbia University

'Related-party transactions are common, and not only in countries with concentrated ownership. If not supervised, they may have socially negative consequences. Yet how to regulate them effectively is highly controversial. This book offers the latest empirical, theoretical and comparative law research as presented by the best law and finance scholars in the field. It simply must be read.' Klaus J. Hopt, Emeritus Director, Max Planck Institute for Comparative and International Private Law

'This book is a collection of superb academic chapters on a core issue in modern corporate law and finance. As an invaluable resource with theoretical and comparative examinations by world first-class authors, the book is a must read for researchers, policy makers and others who are interested in the area.' Hideki Kanda, Emeritus Professor, University of Tokyo

'Governance of related party transactions is at the very heart of corporate law, yet it remains a significant challenge in most jurisdictions. This book delivers both deep knowledge and keen insight into the best approaches to this challenge.' Andrei Shleifer, John L. Loeb Professor of Economics, Harvard University

From the Publisher