Copyright (c) 2010 All rights reserved. http://works.bepress.com/paolo_santella Recent documents in Paolo Santella en-us Wed, 07 Jul 2010 01:30:28 PDT 3600 http://works.bepress.com/paolo_santella/72 http://works.bepress.com/paolo_santella/72 Mon, 05 Jul 2010 07:31:58 PDT The Freedom of establishment for companies introduced by the Treaty of Rome left member States the freedom to define the criteria that identify the company seat and the modalities to transfer its seat. This article describes the various solutions that have been tried in the last 50 years to allow full freedom of establishment, from the initiatives adopted at the beginning of the European Communities to the current legislative and non-legislative proposals. At first a convention was signed among the then six Member States to coordinate national legislations on conflicts of laws and international private law, that is those national provisions which disciplined the exit from and entrance in their legal systems of a company. The convention allowed companies to move their seat from one Member State to another on condition to apply the relevant provisions of both national legislations. The convention was never ratified by The Netherlands because it did not allow to move the company seat subject only to the provisions of the host Member State. At that time (1968) The Netherlands were convinced to have the most flexible company legislation and saw itself as a potential beneficiary of the migration of companies’ seat from other Member States. Since it was clear that fear of forum shopping was as an obstacle to full freedom of establishment, the European Commission then adopted an action plan aimed at harmonizing the company legislations of the Member States to reduce opportunities for forum shopping in the first place. Such a choice produced important results, leading to the adoption of several company law directives. However, the harmonization process stopped in the mid-1980s because of the fundamental differences among the Member States, in the first place in terms of the mandatory participation of employees to companies’ management and groups of companies. This is the main reason why only some of the legislative directives and regulations instrumental to full freedom of establishment have been adopted (European Company statute and directive Cross-Border Mergers) accompanied by restrictions to the regime of the seat and by mandatory requirements on employees’ participation to company management, while the 14th directive on seat transfer has not been adopted. In the last few years the European Court of Justice has adopted a series of rulings which pave an alternative way towards freedom of establishment based on mutual recognition of the national seat regimes. Finally, with the proposal for a European private company statute the European Commission has chosen to circumvent the differences among national company law provisions by allowing wide recourse to freedom of contract in the drafting of company statutes. Another obstacle to freedom of establishment is represented by the absence of a European company tax regime sufficiently harmonized to prevent that company mobility be a vehicle for fiscal forum shopping and that Member States adopt restrictive taxation provisions. The experience of company mobility in the United States indicates that full freedom of establishment is possible only in a context characterized by the absence of strong differences in the company law and taxation provisions at State level. Company mobility is accepted because it is linked to the different efficiency of the State Courts and legal systems in general and to moderate differences in company law provisions at State level. On the other hand, in the European Union the potential efficiency gains in terms of lower cost of capital that could be brought through full freedom of establishment are probably higher than in the United States because of the greater differences in the efficiency of the Courts and of the legal systems among the Member States.Note: downloadable document is in Italian paolo santella Corporate Governance and Finance European Company Law http://works.bepress.com/paolo_santella/71 http://works.bepress.com/paolo_santella/71 Sun, 20 Sep 2009 00:54:41 PDT Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/70 http://works.bepress.com/paolo_santella/70 Sun, 23 Aug 2009 10:34:24 PDT The purpose of this paper is to contribute to the literature on director interlocks by illustrating and analysing the interlocking directorships among the Italian, French, German, UK and US listed Blue Chips. The comparison of the five countries considered shows that two national models stand out. On the one hand a model made of a high number of companies linked to each other through a small number of shared directors who serve on several company boards at the time (France, Germany, and Italy). On the other hand, in the UK much fewer companies are connected to each other essentially through directors who have no more than two board positions at the time. A case in between is represented by the US, where a high number of companies are connected to each other just like Germany, France, and Italy. However, just like the UK, such connections are made through directors who tend to have just two board positions at the time, a sign that, differently from Italy, Germany, and France, the UK and US networks might not be functional to systemic collusion. Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/69 http://works.bepress.com/paolo_santella/69 Sun, 23 Aug 2009 10:28:12 PDT The purpose of this paper is to contribute to the literature on director interlocks by illustrating and analysing the interlocking directorships among the Italian, French, German, UK and US listed Blue Chips. The comparison of the five countries considered shows that two national models stand out. On the one hand a model made of a high number of companies linked to each other through a small number of shared directors who serve on several company boards at the time (France, Germany, and Italy). On the other hand, in the UK much fewer companies are connected to each other essentially through directors who have no more than two board positions at the time. A case in between is represented by the US, where a high number of companies are connected to each other just like Germany, France, and Italy. However, just like the UK, such connections are made through directors who tend to have just two board positions at the time, a sign that, differently from Italy, Germany, and France, the UK and US networks might not be functional to systemic collusion. Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/68 http://works.bepress.com/paolo_santella/68 Sun, 19 Jul 2009 00:05:35 PDT Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/67 http://works.bepress.com/paolo_santella/67 Thu, 16 Jul 2009 01:07:38 PDT Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/66 http://works.bepress.com/paolo_santella/66 Wed, 08 Jul 2009 23:45:07 PDT The purpose of this paper is to contribute to the literature on director interlocks by illustrating and analysing the interlocking directorships among the Italian, French, German, UK and US listed Blue Chips. The comparison of the five countries considered shows that two national models stand out. On the one hand a model made of a high number of companies linked to each other through a small number of shared directors who serve on several company boards at the time (France, Germany, and Italy). On the other hand, in the UK much fewer companies are connected to each other essentially through directors who have no more than two board positions at the time. A case in between is represented by the US, where a high number of companies are connected to each other just like Germany, France, and Italy. However, just like the UK, such connections are made through directors who tend to have just two board positions at the time, a sign that, differently from Italy, Germany, and France, the UK and US networks might not be functional to systemic collusion. Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/65 http://works.bepress.com/paolo_santella/65 Fri, 20 Feb 2009 21:53:59 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/64 http://works.bepress.com/paolo_santella/64 Sat, 31 Jan 2009 11:14:56 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/63 http://works.bepress.com/paolo_santella/63 Fri, 02 Jan 2009 00:46:01 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/62 http://works.bepress.com/paolo_santella/62 Fri, 02 Jan 2009 00:40:30 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/61 http://works.bepress.com/paolo_santella/61 Fri, 02 Jan 2009 00:34:42 PST Carlo Drago Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/60 http://works.bepress.com/paolo_santella/60 Fri, 02 Jan 2009 00:30:24 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/59 http://works.bepress.com/paolo_santella/59 Sat, 08 Nov 2008 19:57:54 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/58 http://works.bepress.com/paolo_santella/58 Sat, 08 Nov 2008 19:49:44 PST Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/57 http://works.bepress.com/paolo_santella/57 Wed, 29 Oct 2008 23:41:45 PDT Paolo Santella Corporate Governance and Finance http://works.bepress.com/paolo_santella/56 http://works.bepress.com/paolo_santella/56 Wed, 29 Oct 2008 00:33:40 PDT Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/55 http://works.bepress.com/paolo_santella/55 Mon, 27 Oct 2008 21:21:08 PDT The purpose of the present paper is to contribute to the empirical literature on country interlocks by illustrating and analysing the interlocking directorships in the first 40 Italian, French and British Blue Chips as of December 2007 (Italy)/March 2008 (France and uk). The theoretical literature identify two possible explanations for interlocking directorships, on the one hand the collusion among players in the same market or in general among enterprises that have business relations among themselves; on the other hand the interest for enterprises to have on their boards bankers, suppliers, and clients so as to reduce information asymmetries. Our findings show two different national models, the French-Italian one and the British one. The first model seems to be characterised by a higher number of companies linked with each other through interlocking directorships; the second model by a more limited number of companies that share just one director at the time. The British system seems to correspond more to the theoretic model of relying creditor and debtors and suppliers and their clients rather than to the collusive model. As for France and Italy, the extent and the redundancy of links among the main listed companies seem to go beyond the need to rely debtors and creditors and suppliers and clients: because of the number of directors in common, their personal profile, the characteristics of the companies connected to each other, the higher degree of centralization of the network than the United Kingdom. While the Italian-French system seems to be closer to the collusive function indicated by the theoretic literature, the observation that it also connects companies which do not seem to operate in the same market seems to point also towards a comparison with centralised economic models. Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/54 http://works.bepress.com/paolo_santella/54 Sun, 26 Oct 2008 06:04:45 PDT Paolo Santella Corporate Governance and Finance Law and Economics http://works.bepress.com/paolo_santella/53 http://works.bepress.com/paolo_santella/53 Fri, 04 Jul 2008 23:11:16 PDT Paolo Santella Corporate Governance and Finance Law and Economics