OEDF

European Centre for Financial Law

Research to fuel public debate

Editorials

For a proactive attitude of the standard-setting authorities on Market Abuse Regulation – Alain Pietrancosta, Director of the OEDF

Centre Conference on 29 January 2020 on the revision of the Market Abuse Regulation – Speech by Mr Alain Pietrancosta, Director of the OEDF

Position of the European Centre for Financial Law on shareholder activism – Alain Pietrancosta, Scientific Director of the OEDF

Centre Breakfast on shareholder activism on December 18, 2019 – Alain Pietrancosta, Scientific Director of the OEDF

“There is today in France a formidable compendium of knowledge and skills insufficiently exploited in the field of financial law” – Fabrice Seiman, President of the OEDF

Centre Breakfast on shareholder activism on December 18, 2019 – Speech by Mr. Fabrice Seiman, President of the OEDF

Faire s’exprimer la contestation d’une politique sociale sans porter atteinte à l’intérêt de la société et au bon fonctionnement du marché – Alain Pietrancosta, Directeur de l’OEDF

Déjeuner de l’Observatoire sur l’activisme actionnarial du 18 décembre 2019 – Allocution de Monsieur Alain Pietrancosta, Directeur de l’OEDF

CSDR – “We need a targeted review” – Robert Ophèle

Speech by Robert Ophèle, Chairman of the AMF
ECSDA, Annual Conference
20 November 2019 – Brussels

“Sustainable finance, a fad or a springboard for tomorrow’s economy”.

Speech by Robert Ophèle, Chairman of the AMF
The 2019 AMF Annual Conference
Thursday, November 14, 2019 – Cambon Pavilion

Corporate governance and shareholders engagement: the new normal conference

Speech by Robert Ophèle, Chairman of the AMF
Law & Growth Conference
Friday, October 18, 2019

For a European approach to law enforcement – Robert Ophèle

12th Colloquium of the AMF Enforcement Committee
Closing speech by Robert Ophèle, Chairman of the AMF – Friday 4 October 2019

Upcoming events

october, 2020

Thematic articles

Legal Personhood and Liability for Flawed Corporate Cultures

A number of recent corporate law scandals (including the Wells Fargo fraudulent accounts scandal, the Volkswagen emissions scandal, sexual harassment claims at Fox News and CBS, and various banking scandals currently under investigation in a high profile Australian Royal Commission) epitomize the danger posed by flawed corporate cultures. These scandals demonstrate that such organizational cultures can inflict damage on stakeholders, communities and society as a whole.

The aim of this study is to explore, from a theoretical and comparative perspective, the issue of accountability for misconduct arising from flawed corporate cultures.

This situation raises unique questions as to whom the law should target for misconduct in these circumstances. The research paper examines two specific types of liability which may be relevant in the context of misconduct arising from defective corporate cultures – (i) entity criminal liability and (ii) personal liability of directors and officers for breach of duty to their company. The study compares these forms of liability in the United States, the United Kingdom and Australia, to assess the extent to which they are well-suited to providing accountability for misconduct arising from flawed corporate cultures. As this comparative analysis shows, there are significant jurisdictional differences in these areas of law, which, in some cases, make such forms of liability ill-suited to achieve such accountability.

Bonded to the State : A Network Perspective on China’s Corporate Debt Market

A corporate bond market is thought to play an important role as a supplement to bankoriented financial systems in emerging markets – functioning in effect as a “spare tire.” Yet bond markets typically rely upon a formal institutional foundation that is often lacking in developing economies. China’s corporate bond market is huge, yet scholarly analysis of it is relatively scarce and some of its elements remain poorly understood. In this paper, we use a network perspective to explore the formation, operation and function of the Chinese corporate bond market. Our effort begins by unpacking the complexities of the market’s structure and formal regulation, which have been shaped by a surprising degree of regulatory competition among the three central government ministries overseeing the issuance and trading of corporate debt instruments. Next, we analyze China’s corporate bond market as a network of relationships – relationships that invariably lead back to the state – and explore the consequences of the state-centric network on the pricing, rating, and default of corporate bonds. The latter have been governed by informal norms protecting issuers from default, but these norms are under considerable stress. We label these norms TBTF (too big to fail); TCTF (too connected to fail), and TMTF (too many Chinese bondholders to fail) and illustrate their operation and limitations with recent examples. The paper concludes by highlighting some key policy issues raised by our analysis, including the consequences of regulatory competition, the potential role of the bankruptcy system in handling issuer financial distress, and the inter-linkages between the corporate bond market and China’s rapidly expanding shadow banking system.
State centricity has helped the Chinese corporate bond market grow exponentially, from virtually nonexistent fifteen years ago to the third largest in the world today. But state centricity has resulted in an institutionally fragile market. Several consequences of the market’s development along this path, such as concentration of risk in state-linked financial intermediaries, expansion of credit to local state-owned enterprises, growth in the shadow banking system, and the informal resolution of bond defaults, may undermine the spare tire function. The Chinese corporate bond market thus well illustrates both the accomplishments and the limitations of state capitalism.

Law and Finance

This paper examines legal rules covering protection of corporate shareholders and creditors, the origin of these rules, and the quality of their enforcement in 49 countries. The results show that common law countries generally have the best, and French civil law countries the worst, legal protections of investors, with German and Scandinavian civil law countries located in the middle.

We also find that concentration of ownership of shares in the largest public companies is negatively related to investor protections, consistent with the hypothesis that small, diversified shareholders are unlikely to be important in countries that fail to protect their rights.

European Company Law : The “Simpler Legislation for the Internal Market” (SLIM) Initiative of the EU Commission

Explanatory memorandum with regard to the recommendations by the company law slim working group on the simplification of the first and second company law directives

Corporate Governance – Current Trends And Likely Developments For The Twenty First Century

This article discusses current trends in corporate governance and theorizes on the likely impact of those trends for the twenty-first century. Part II focuses on an overview of four current trends in the areas of technology, globalization, shareholder activism, and private ordering. Part III assesses the likely impact of those trends on corporate governance in the twenty-first century. A successful corporation will need to seamlessly integrate technology to act effortlessly across international time zones, and it will need to raise capital quickly and efficiently in different global capital markets. The authors posit that these needs will lead to the emergence of a universal entity, affording its creators maximum flexibility.

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L’OEDF a pour objet de financer et de diffuser la recherche en droit financier et en finance, en encourageant tout projet d’intérêt général contribuant au débat public ou à la promotion de l’égalité des chances.

© 2020 Tous droits réservés - Mentions légales - Conçu par CONCILIUM - Crédits photographiques : Jérôme Aoustin

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The objectives of the Centre are based around three key areas

Observing and analysing trends in the field of financial law
Forging connections between academic research and the business in an international context
Encouraging any projects of general interest contributing to the public debate

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