Department of Business Law
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16 January 2012
As of the 1st of February 2012 the name of the bachelor and master in Law and Management (Recht en Management) will be changed in bachelor and master in Business Law (Ondernemingsrecht).
1 November 2011
Ger J.H. van der Sangen, together with Theo M.J.G.C. Raaijmakers, Peter H.J. Essers & Eric C.C.M Kemmeren, published the book Reforming the Law on Business Organizations. Back to Basics in Business Law and Tax Law, Eleven International Publishing: The Hague 2011 (276 pp.).
In this book – with contributions of researchers from the Tilburg Center for Company Law - basic questions of business law and tax law have been articulated on the basis of concrete research results with respect to four periods in the lifetime of an enterprise: establishment, financing, functioning and reorganization of the business. The answers to these fundamental questions provide the building blocks for enhancing entrepreneurship by means of reforming and simplifying relevant regulations in the fields of business law and tax law. In particular, the book investigated which legal rules proved to be unjustifiable hindrances for the development of enterprises.
On the 4th of November 2011, the book Reforming the Law on Business Organizations. Back to Basics in Business Law and Tax Law will be presented to Chancellor Leo E. Strine, the Anton Philips Fund Professor 2011-2012, at the Conference on Fiduciary Duties in Corporate Law in honour of his inauguration.
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10 August 2011
In a recent essay Lawyers and Innovation: Common Law versus Civil Law Francisco Reyes and Erik P.M. Vermeulen make two major claims.
The first is that public legislatures should think seriously about giving maximum effect to the principle of freedom of contract in company law. This would not only give corporate lawyers the tool they need to provide legal services that match the needs of the current global business community, but also encourage legal experimentation.
The second claim is that corporate lawyers in common law systems are more open to legal change and innovation than their civil law colleagues. The difference seems to lie in the more experimental nature of common law compared to civil law systems.
1 August 2011
In their study of force majeure - Het onmogelijkheidscriterium inzake overmacht: hoe onmogelijk is onmogelijk – (Tijdschrift voor Privaatrecht 2011, pp. 123-166), Lisa Snauwaert and Christoph F. Van der Elst analysed how the Belgian courts assess the requirement of impossibility to perform.
Contrary to what is provided in many textbooks it cannot be concluded that the absence of hardship in Belgian law resulted in the development towards a more relative impossibility over the last 40 years. Case law is divided and the authors plead for a legal change as provided in the Common Frame of Reference in the area of European contract law.
31 July 2011
In Corporate Governance and the Global Financial Crisis (Cambridge University Press, 2011, ed. by X. Sun, J. Stewart and D. Pollard) the chapter Risk Management in Corporate Law and Corporate Governance of Christoph F. Van der Elst was published.
25 July 2011
In a new study on shareholder activism Revisiting Shareholder Activism at AGMs: Voting Determinants of Large and Small Shareholders Christoph F. Van der Elst uses a sample of voting turnouts of annual general meetings of European companies to document that shareholder voting turnouts are significantly different according to the ownership structure of the company.
Different types of shareholder classes show different voting engagements according to the ownership concentration and the ownership structure. The number of directors that stand up for (re)election positively influences voting turnouts. Special resolutions like changes of the articles of associations have no major impact on shareholders’ engagements. Corporate performance and other governance mechanisms do not change shareholder activism measured as voting turnout.
These results provide important benchmarks for the current debate of shareholder empowerment. The agenda of the AGM and hence the role of shareholders should be restructured. The AGM should be used as a strategic governance tool for director elections while the central decision making body should be the board, balancing shareholder primacy with board primacy.
22 July 2011
Recently the European Commission issued a Green Paper on Corporate Governance. It welcomed contributions on this paper. Christoph F. Van der Elst and Erik P.M. Vermeulen responded to this request and submitted their views on the future of European corporate governance.
Several features of their response have been further developed in different studies which have been published in European Company Law (Volume 8, nr. 4) and TOP (Vol 6, nr. 4).
A related working paper can be downloaded via SSRN.
15 July 2011
In the latest edition of the South Carolina Journal of International Law and Business (Vol 7, Fall 2010, p. 1-47) the paper Entrepeneurship and Innovation: The Hidden Costs of Corporate Governance in Europe of Jose Miguel Mendoza, Christoph F. Van der Elst and Erik P.M. Vermeulen was published.
9 June 2011
Christoph F. Van der Elst presented his paper on shareholder activism and general meetings at the Tours Escem School of Business Seminar “Managing the way out of the crisis”.
A working paper version of this paper can be found in Corporate Ownership and Control (2011, Vol 8, nr. 3, 32-44). The paper shows that the ownership structure but also the institutional framework are important drivers of activism. The results shed doubts on the effectiveness of one size fits all corporate governance measures.
9 June 2011
Wim C.T. Weterings has given a lecture on Responsibility and Liability of Directors of Nonprofit Organizations at a TiasNimbas Business School – Harvard JFK Business School Working Conference.
The lecture discussed whether and how the responsibility and liability of nonprofit directors differs from that of directors of business corporations.
31 May 2011
A new study by Joseph A. McCahery and Zacharias Sautner reveals that a majority of institutional investors prefer a reduction in the level of severance payments (golden handshakes) when CEOs leave, both for portfolio firms in The Netherlands and the United States.
This is consistent with the view that the granting of extravagant pay packages reflects poor corporate governance and a strong CEO bargaining position. The research, which is based on a new dataset of 118 large institutional investors, found that a majority of investors do not think that overall CEO pay should be reduced in The Netherlands and that a small majority believes that the compensation of Dutch CEOs should be more equity-based. The study will be published in the Research Handbook on Executive Compensation, edited by Jennifer Hill and Randall Thomas (2011).
25 May 2011
In the latest edition (pp. 199-235, June 2010!) of Kwartaalschrift Economie Christoph F. Van der Elst provides insights in shareholder activism and voting behaviour in listed Belgian companies.
Absenteims of small shareholders is high, activism is low. The research shows that neither the financial crisis nor the empowerment of shareholders influenced voting turnouts. The general meeting is to be considered as a legal instrument, nothing more and nothin less. A working paper of this research can be found here.
23 May 2011
On Friday, the 20th of May, Pieter A. van der Schee has defended his dissertation titled Regulation of issuers and investor protection in the US and EU. A translantic comparison of the basics of securities and corporate law.
Ever since corporations started in the 17th century to finance their business by issuing securities to investors in the open market, the appearance of misleading prospectuses and/or intermediate information on the market has led regulators to promulgate preventive and repressive rules to mitigate such abuses.
This study focuses on a comparative analysis of the remarkably different regulatory respones to these abuses that were established on both sides of the Atlantic Ocean. The study reveals the divergent regulatory policies that were followed to answer the question whether investors should primarly be protected 'as shareholders' by corporate law or by securities law and market regulation.
Theo M.J.G.C. Raaijmakers is the promotor of Pieter van der Schee.
( Press release
).10 May 2011
In the paper The 'New' Venture Capital Cycle (Part I): The Importance of Private Secondary Market Liquidity Jose Miguel Mendoza and Erik P.M. Vermeulen demonstrate that liquidity gaps disrupt the venture capital cycle. How should this problem be addressed? They offer a new perspective on the venture capital cycle and argue that the emergence of more liquidity options can bridge these gaps.
Analyzing the development of secondary marketplaces for private shares in non-listed companies in the United States and similar initiatives in Europe, Israel and India, this paper makes the case that the development of a structured pre-IPO segment in stock markets can remedy the disruptions in the venture capital industry.
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