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European Business Law Review
Number of Followers: 15

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ISSN (Print) 0959-6941
Published by Kluwer Law International

[21 journals]

Editorial: Reforming Corporate Governance: News Rules or New Culture'
- Abstract:
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Arad Reisberg, Professor of Corporate Law and Finance and Head of the Brunel Law School, London.
  Stelios Andreadakis, Senior Lecturer in Corporate and Financial Law and Director of Postgraduate Programmes in Brunel Law School, London.
  Francesco De Pascalis, Lecturer in Financial Law at Brunel Law School, London.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Enhancing Whistleblower Protection: It’s all about the Culture
- Abstract: Whistleblowers and their role as accountability and fraud prevention mechanism have recently been in the centre of attention. Despite several initiatives to encourage and motivate whistleblowers internationally, there are numerous recorded instances of retaliation and harassment practices. As a result, potential whistleblowers do not feel adequately protected to step up and raise their concerns. The improvement of the protection regime internationally and the establishment of a robust system of incentives requires going beyond the introduction of new rules. Emphasis needs to be given to corporate culture so that the existing culture of silence is replaced by a new culture of honesty, integrity and transparency. Drawing inspiration from the UK Bribery Act 2010, an attempt will be made to offer practical recommendations for this much-anticipated change of corporate culture to be initiated and for companies to be actively involved in this process.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Stelios Andreadakis, Senior Lecturer in Corporate and Financial Law, Brunel University London.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Exit Britain Enter the Stakeholders: Could Brexit End the Cultural Wars
within the European Union Company Law and Give Birth to a Truly
“European Company”'
- Abstract: The history of European Union company law is a very troubled one. It is a history of national conflicts and debates which resulted in the inability of the EU to create a common body of EU company law. The article will argue that national company laws are deeply rooted in national culture. Corporate governance in particular evolved into an arena where fierce corporate culture wars were fought for decades. This is why the European Company -the so-called Societas Europea- failed to evolve into a truly supranational corporate form. While all member states have their own distinctive systems of corporate governance, the failure in question has been mostly fuelled by the conflict between the two widely-opposed corporate governance systems of the UK and Germany. The UK endorses the so-called contractual model of corporate governance. Germany on the other hand employs the so-called stakeholder system of corporate governance. The rest of the member states of the EU lie between those two opposing poles. The conflict between the two European pillars of widely opposed corporate philosophies and consequently laws –the UK and Germany- has been so intense that it undermined any attempt to create a single European company. The article argues that Brexit can change that. The exit of one of the two main pillars of the conflict may pave the way for the dominance of the stakeholder model of corporate governance in the EU. A post-Brexit EU would lack the most vocal and influential supporter of contractualism. This should allow the remaining member states to converge into a standard that would be closer to the stakeholder model.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Marios Koutsias, Senior Lecturer in EU Commercial Law and Company Law, School of Law, University of Essex, UK.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
De Jure Convergence, De Facto Divergence: A Comparison of Factual
Implementation of Shareholder Derivative Suit Enforcement in the United
States and the United Kingdom
- Abstract: Many legal systems have been converging toward a US shareholder-centric model of corporate law and governance. This includes de jure rules relating to derivative enforcement. Despite convergence of the UK system towards the US model, each system continues to diverge as regards levels of shareholder enforcement. This article suggests that this divergence can be explained by the way the courts implement the derivative procedure de facto. A comparative assessment of de facto implementation in the US and the UK reveals that while courts in both systems are reluctant to interfere with the business judgment of the board, the US courts are willing to analyse whether board decisions were substantively reached, contributing to the levels of enforcement based on the way costs are allocated. Conversely, ingrained traditions of the UK courts place a high evidentiary burden on the shareholder, which they are unlikely to meet. Since costs are allocated to the loser in the UK, the factual implementation continues to serve as a strong disincentive for private shareholder enforcement and good governance.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  David Gibbs-Kneller, Lecturer in Law, University of East Anglia, UEA Law School, UK.
  David Gindis, Senior Lecturer in Economics, University of Hertfordshire, Hertfordshire Business School, UK.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
The Interplay of Board Control with Board Configuration: Evidence from the
UK
- Abstract: The study aims to explore the control role that board directors undertake and understand the impact of several board characteristics on these roles. Building on existing literature a model was developed to test the hypothesised relationships – i.e. directors’ control role with board characteristics. The responses were collected from 115 directors in UK organisations. Principal component analysis was conducted to reduce the data and propose a set of directors’ roles and correlation as well as regression analyses are utilised in order to test the hypothesised relationships. The results of the statistical analysis propose some impact of the board characteristics on what directors do, extending the limited empirical evidence found in the literature. However, the theoretical framework needs further examination and research. The study is evidenced by various limitations. Firstly, additional constructs can be added as determinants of the directors’ control role. Secondly, the response rate in the survey is relatively low which is regarded as a limitation, although there are limited studies offering quantitative results from board members.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Ioannis Gkliatis,, University of Hertfordshire, UK; Senior Research Associate at the Hellenic Observatory of Corporate Governance (hocg.eu).
  Dimitrios Koufopoulos, University of London, UK; Visiting Professor, School of Law, Center for Commercial and Law Studies, Queen Mary University, UK; Director of Research at the Hellenic Observatory of Corporate Governance (hocg.eu).
  Aspasia Pastra, World Maritime University, Sweden.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Conduct Risk: Meaning, Interpretation and Dissension
- Abstract: Following serious and widespread episodes of misconduct in the financial services industry, regulators, international standard-setting bodies and financial institutions worldwide have been discussing opportune approaches to deal with conduct risk. Identifying, analysing and tackling this risk have become the keywords to make financial firms take proactive steps against a common problem. Significantly, the way misconduct risk is understood will determine the ways for dealing with it properly. Given the incentives and guidelines that regulators and policymakers have so far provided within the conduct risk debate, it is natural to review their appreciation of such a risk. In practice, this paper addresses the question of whether their interpretation constitutes a solid, clear and consistent basis for financial firms’ understanding and management strategies.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Francesco De Pascalis, Lecturer in Financial Law, Brunel University London.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
The Role of Compliance as a ‘Gate-Keeper’ Function in Financial
Services: Reality vs Regulatory Conception
- Abstract: This paper examines aspects of the role of the compliance department and the compliance officer, in the context of a range of control functions, in firms subject to financial services regulation. The issues and recommendations have global application beyond the UK. The traditional expectation is that the compliance operation advises senior management on the various regulations, and monitors and report adherence to regulatory requirements. However, this paper proposes that the compliance function needs to go further and venture beyond what some may consider its more conventional roles. Additionally, this paper questions the extent boards and regulators can place reliance on the compliance functions and the compliance officer. This will depend on a number of factors including the compliance units’ ‘authority’ within the business, their professionalism, and their ethical attitudes set within the context of the firm’s own cultures.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Alan Brener, Teaching Fellow at University College London and Queen Mary University London, UK.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Assessing Conduct Risk: A New Challenge for Sustainable Corporate
Governance
- Abstract: This paper addresses the topic of the assessment and management of conduct risk within financial institutions. The research also focuses on some of the new major governance topics on the board’s agenda, stressing the value of corporate reputation within the company’s culture. Attention is also drawn to the need to introduce a new dynamic, system-wide perspective on culture within financial organizations, attempting to align formal and informal aspects and to focus on individuals. The topic of conduct is thus explored from the point of view of individuals within the organization, analysing different factors which might influence their behaviour, such as incentives, peer influence and other psychological factors. The attention is then focused on the importance for people at any level of the organizational structure to spread the values set from the top. Finally, possible solutions are suggested, such as the introduction of internal models tailored to assess the organizational conduct.
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Authors
  Paola Manes, Professor of Private Law and Private Comparative Law, University of Bologna, Italy.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Index of Articles
- Abstract:
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000
Index of Authors
- Abstract:
  Content Type Journal Article
  Part of Volume 30, Issue 6
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print ISSN 0959-6941
  PubDate: Mon, 09 Dec 2019 12:00:00 +000