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

[21 journals]

Initial Coin Offerings and EU Prospectus Disclosure
- Abstract: There is a growing consensus among regulators and commentators that some cryptocurrencies (so-called ‘investment tokens’) are securities, provided that they grant their owner rights that are comparable to those of an investor. As a consequence, EU initial disclosure regulation applies, requiring the issuer to draw up a prospectus that contains all the information relevant for an investor to make an informed decision. Issuers of investment tokens are also subject to prospectus liability if the prospectus is flawed or no prospectus was made available at all. However, this conclusion is only the first step of the wider debate of the best regulation of investment tokens, and many questions remain. The elephant in the room is whether the current regulation can be sensibly applied to public offers of investment tokens. This article discusses open questions in this regard, such as which national regulator is responsible for prospectus review and administrative measures' How can issuers from outside the EU ensure they do not become subject to the EU initial disclosure obligations' Who would the ‘issuer’ be if the tokens were offered by a decentralised network' The article concludes that EU initial disclosure regulation can be sensibly applied to initial coin offerings. However, the fact that supervision and enforcement are currently carried out on the national level poses serious problems that should be addressed in the future.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Philipp Maume, PhD (Augsburg Univ.), SJD (La Trobe Univ.),
  Journal European Business Law Review
  Online ISSN 0959-6941
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  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Engaging Stakeholders in Corporate Decision-making through Strategic
Reporting: An Empirical Study of FTSE 100 Companies (Part 2)
- Abstract: Non-financial reporting has risen in significance in recent years as the role of stakeholders who are not shareholders has been recognised in corporate governance frameworks. In the UK the ‘strategic reporting’ provisions of the Companies Act 2006 give effect to this policy. In Part 1 we examined the strategic reports of the FTSE 100 companies from 2015 and 2016 and focused on compliance by companies with nonfinancial reporting requirements. We found that compliance with those requirements was very high, amounting even to super or over-compliance. This article (Part 2 of the project) assesses the quality of non-financial reporting through a series of interviews. It evaluates whether the current regulatory framework on non-financial reporting in the UK informs stakeholders adequately so as to facilitate effective engagement in corporate decision-making.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Irene-marie Esser, Professor of Corporate Law and Governance at the University of Glasgow and Professor Extraordinarius at the University of South Africa.
  Iain MacNeil, Alexander Stone Chair of Commercial Law at the University of Glasgow.
  Katarzyna Chalaczkiewicz-Ladna, Lecturer in Commercial Law at the University of Glasgow.
  Journal European Business Law Review
  Online ISSN 0959-6941
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  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Consumer Credit Advertising in the United Kingdom and Italy: The
Shortcomings of the Consumer Credit Directive and Scope for Review
- Abstract: This contribution examines comparatively the national laws of the United Kingdom and Italy transposing the provisions of consumer credit advertising as set by the Consumer Credit Directive on account of its review. The Consumer Credit Directive is a full harmonization measure that aims to create a single market in the area of consumer credit with a high level of consumer protection. At the same time, the provision on consumer credit advertising offers a legal choice to Member States as regards its transposition into domestic law. The United Kingdom and Italy have opted for different legal choices. The ultimate question is the extent to which the Directive achieves its goal of creating an internal market and an adequate standard of consumer protection in advertising credit services to consumers. A comparison of the two jurisdictions suggests otherwise. This is due to a combination of the limited scope of the Consumer Credit Directive, its full harmonisation character, and the transposition of the legal choice explicitly left to Member States by the law.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Federico Ferretti, Associate Professor of Economic and Financial Markets Law, University of Bologna (Italy).
  Beatrice Bertarini, Researcher, University of Bologna (Italy) is the author of section 3 on Italian Law
  Journal European Business Law Review
  Online ISSN 0959-6941
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  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Time to Revisit Capital Maintenance on Profits Distribution: Lesson from
Carillion and Beyond
- Abstract: This paper aims to reengage the debate about capital maintenance as the regime for restricting the distribution of profits. Two arguments challenging the effectiveness of capital maintenance are made here. The first argument says that fair value accounting applicable to fixed assets creates complications for compliance with capital maintenance in the area of profits distribution. Prior literature has studied the link between fair value accounting and distributability of the revaluation reserve of fixed assets. Little research has been seen, however, relating to the complications this may cause to the compliance of capital maintenance. The second argument says that the effectiveness of capital maintenance as a creditor security mechanism is undermined by the fact that the satisfaction of capital maintenance in relation to profits distribution is not equal to company solvency. To make this argument, I examine the intersection between capital maintenance and accrual accounting principle through both theoretical analysis and a case study of the recent collapse of Carillion plc, and conclude that the intersection gives rise to aggressive accounting, and aggressive accounting creates a situation where capital maintenance is satisfied but company solvency is not. Capital maintenance facilitates aggressive accounting and therefore should be reformed.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Xuedan (Shelly) Xiong, PhD study at Sutherland School of Law, University College Dublin, Ireland.
  Journal European Business Law Review
  Online ISSN 0959-6941
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  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Corporate Social Responsibility between Self-Regulation and Government
Intervention: Monitoring, Enforcement and Transparency
- Abstract: The existing rules and standards on corporate social responsibility can best be described as a hybrid legal architecture, where various regulatory approaches maintain a friendly coexistence. This type of multilevel rule-making is sometimes perceived to be complicated and not very effective because it is often said to leave some areas of economic activity unregulated and, in any case, unenforced. Given this difficulty, it becomes evident that the interaction between the different regulatory strategies currently in place, ranging from self-regulation to government intervention, has to be analyzed in more detail. Scholars have often argued that there is a governance gap because public international law only provides for certain rights, but no obligations, for transnational companies. What scholar sometimes miss, however, is that the law, although indirectly, does in fact already regulate corporate behavior with regard to human rights, labor, the environment and anti-corruption. In this article, I identify and describe various monitoring, enforcement and transparency mechanisms through which international soft law standards are backed up by national public and private law rules. The importance of this is that it will help us better understand what the role of the law is in the status quo with regard to corporate social responsibility.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Valentin Jentsch, Dr. iur., LL.M., Attorney at law, FAN Fellow at the University of Zurich, Visiting Scholar at Dr. iur., LL.M., Attorney at law, FAN Fellow at the University of Zurich, Visiting Scholar atDr. iur., LL.M., Attorney at law, FAN Fellow at the University of Zurich, Visiting Scholar at Humboldt University of Berlin.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print
  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Money Market Funds Reforms in the US and the EU: The Quest for Financial
Stability
- Abstract: This article considers the impact of money market funds (MMFs) reforms in the US and the EU on the money market fund industry and global financial stability. The 2008 financial crisis proved that MMFs are a source of considerable instability to the global financial system, and highlighted their susceptibility to runs. The shareholders’ incentive to redeem their shares before others do when there is a perception that the MMFs might suffer a loss makes MMFs vulnerable to runs. Given this reality, the article argues that the emphasis of the financial regulators on achieving the stability of the entire financial system after the 2008 financial crisis necessitates the strictness of the new reforms. Divided into six parts, the article outlines the attributes and classification of MMFs, the definition of financial stability, and the run and systemic risk posed by MMFs during the financial crisis, before assessing the MMFs’ reforms in the US and the EU and the impacts of these reforms on the MMFs industry and global financial stability system. The major component of the US reform is the introduction of the floating net asset value (FNAV), where an MMF’s share price will fluctuate to reflect the daily market value of the fund assets. In the EU the new regulation provides investors with a high degree of optionality for investing by introducing Low Volatility Net Asset Value (LVNAV) MMFs. The article concludes that despite that, the reforms are likely to jeopardize the viability of some categories of MMFs, they enhance global financial stability, and the complexity of the reforms has made MMFs more appropriate products to financial institutions’ investors than retail investors.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Mohammed K. Alshaleel, Lecturer, University of Essex (mkalsh@essex.ac.uk). The author is grateful to Onyeka Osuji, Darren Calley and Johanna Hoekstra for comments on earlier drafts.
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print
  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000
Partial Agreement and Contract Formation
- Abstract: The article discusses the possibility for contracts to be partially formed or not fully complete under the Italian Civil Code and how these are to be treated in relation to enforcement and remedies.
  Content Type Journal Article
  Part of Volume 31, Issue 2
  Authors
  Francesco Bottoni
  Journal European Business Law Review
  Online ISSN 0959-6941
  Print
  ISSN 0959-6941
  PubDate: Mon, 16 Mar 2020 12:00:00 +000