Investor Protection in Europe

Abstract

Abstract EU policy in the area of corporate governance and capital markets is being reoriented. Harmonization is less frequently seen as a concept in company law, regulatory competition is on the rise, and experiments in soft law are being carried out. Several member States have recently reformed their corporate laws, either as a reaction to financial scandals or in an effort to enhance investment. Convergence has increased as a result, particularly towards Anglo-American standards. Yet, differences still exist, profoundly rooted in national systems of corporate governance. By contrast, capital market law would seem to be an exception having undergone intense harmonization in the last few years through the Lamfalussy regulatory architecture. Nonetheless, a European system of securities regulation is not yet in place. Regulation is predominantly domestic, each country having its own securities supervisor, while private laws affecting capital markets are still divergent. This volume examines the on-going debate on corporate and financial law reform from an interdisciplinary perspective. Part 1 explores the political determinants of corporate governance and evaluates the likelihood of convergence and the role of regulatory competition. Part 2 considers the Markets in Financial Instruments Directive (MiFID), its central role in the harmonization of EU securities trading, and the intense debate that preceded its adoption. Part 3 provides deeper legal analysis of the MiFID and other core harmonization measures, including the Prospectus and Transparency Directives. Part 4 takes this analysis one step further by offering future perspectives on the post-FSAP era.