Academic work on both sides of the Atlantic suggests that traditional mandatory rules should give way to individual solutions which are freely negotiated between creditors and corporate debtors. Moreover, recent judgments of the European Court of Justice have spurred regulatory competition between Member States. The incumbent system is also being challenged by the Europe-wide introduction of the International Accounting Standards/International Financial Reporting Standards, and the European Insolvency Regulation is questioning how company law and insolvency law shall be realigned in the future. Reform of the European rules on creditor protection in company law is therefore imminent. This book presents important contributions to the current debate on creditor protection in European company law, based on a symposium held in Munich in December 2005. Contributors include scholars who are currently working on reform projects in various Member States and leading experts in company law, insolvency law, accounting law, and economics.
Content Level »Professional/practitioner
Keywords »Commercial law - Company law - European law - Insolvency law - International Accounting Standards - International Financial Reporting Standards
The Case for Regulation.- Legal Capital: An Outdated Concept?.- Legal Capital: A Navigation System for Corporate Law Scholarship.- Bond Covenants and Creditor Protection: Economics and Law, Theory and Practice, Substance and Process.- The Economics of Covenants as a Means of Efficient Creditor Protection.- Creditor Protection Through Mandatory Disclosure.- Codetermination as a (Partial) Substitute for Mandatory Disclosure?.- Discussion Report.- Legal Approaches to Restricting Distributions to Shareholders.- Legal Approaches to Restricting Distributions to Shareholders: Balance Sheet Tests and Solvency Tests.- Balance Sheet Tests or Solvency Tests - or Both?.- Legal Approaches to Restricting Distributions to Shareholders: The Role of Fraudulent Transfer Law.- Distributions to Shareholders and Fraudulent Transfer Law.- Discussion Report.- The Role of Insolvency Law.- Trading in Times of Crisis: Formal Insolvency Proceedings, Workouts and the Incentives for Shareholders/Managers.- Recharacterization and the Nonhindrance of Creditors.- Equitable Subordination of Shareholder Loans?.- Directors’ Creditor-Regarding Duties in Respect of Trading Decisions Taken in the Vicinity of Insolvency.- Trading in the Vicinity of Insolvency.- Discussion Report.- Towards A General Framework.- A Synthetic View of Different Concepts of Creditor Protection, or: A High-Level Framework for Corporate Creditor Protection.- Different Policies for Corporate Creditor Protection.- Regulatory Competition in European Company Law and Creditor Protection.- Creditor Protection in a Cross-Border Context.- Discussion Report.- Concluding Remarks on Creditor Protection.