‘Minting Capital: The Role of the Corporation’ by Katharina Pistor (Columbia)

The youtube channel of the European Corporate Governance Institute has an interesting video of a discussion on “Minting Capital: The Role of the Corporation”. Professor Katharina Pistor of Columbia University discusses how corporate law can be used to generate wealth for the persons using this “legal code’ and how this can be seen as a legal subsidy.

This presentation develops the topics which Professor Pistor touched upon in her Heremans Lectures as Global Law Professor at the KU Leuven in 2016. She is working on an upcoming book on these topics

Blockchain IPOs: the dusk (/dawn?) of regulation has arrived

A post by guest blogger Cedric Hauben (DLA Piper)

Blockchain projects have been around for over a decade. Despite its turbulent and mysterious evolutions, the prototype case of Bitcoin remains the most well-known blockchain application on the market. It still stands as the leading example in the realm of cryptocurrencies, which is nowadays made up out of numerous variations on the theme called Bitcoin. While specifications vary, the underlying principles remain the same among cryptocurrencies. However, thanks to a shifting horizon, the legal landscape keeps on changing.

 Tip of the iceberg

We know by now that blockchain as a concept is much broader than just virtual currency applications. Hundreds of other use cases have been developed and, according to believers, blockchain shows the potential to realise a similar impact as the internet has had. Some say the practice field of notaries could be heavily diluted once land registration gets implemented on specifically developed blockchains. Continue reading “Blockchain IPOs: the dusk (/dawn?) of regulation has arrived”

Corporate Finance and chill

A reading list for at the pool (or in the rain)

The website of the Instituto Iberoamericano de Derecho y Finanzas (IIDF)  has an interesting list of recommended papers and books on law & financecompany law and insolvency law, most of them in English., with links to download the papers.

Limited Liability Company as one of the things that helped to create the modern world

BBC podcast by economist Tim Harford

The well known BBC podcast by Tim Harford on 50 inventions, ideas and innovations which have helped create the economic world focuses this week on the limited liability company. This recommended podcast tells in 9 minutes the importance of limited liability for the pooling of capital and introduces the listener through (a somewhat anglocentric) history of the limited liability company to economic concepts such as agency cost.

See for other historic views on the company previous posts on:

New ECJ ruling on price adjustments in mandatory bids in case of collusion

Marco Tronchetti Provera SpA e.a. v. Consob on article 5(4) of the Takeover Directive

In a decision of 20 July 2017 in the case Marco Tronchetti Provera SpA e.a. v. Consob, the European Court of Justice ruled for the first time on the interpretation of article 5(4) of the Takeover Directive, which covers the possibility for the national supervisory authority to adjust the price of a mandatory bid. In this case, the Italian supervisory authority, the Consob, had decided to increase the price because it believed that there was collusion between the bidder and one of the sellers. This price adjustment was allowed by Italian takeover law, but the bidder believed that the Italian law violated the Takeover Directive, arguing that the criteria for a price adjustment were insufficiently clear. Continue reading “New ECJ ruling on price adjustments in mandatory bids in case of collusion”

Reform of German Avoidance Provisions

Smoothing out the rough edges of “willful disadvantage”

A recent reform of the German Insolvency Statute (Insolvenzordnung, InsO) has relaxed the avoidance provision against so-called “willful disadvantage” (§ 133 InsO).

Under the willful disadvantage provision, a transaction is voidable if it was made by the debtor (a) within ten years prior the request to open insolvency proceedings; (b) with the intention to disadvantage his creditors and (c) whilst the other party was aware of his intention. Moreover, such awareness is presumed in case the other party knew of the debtor’s imminent insolvency, and that the transaction constituted a disadvantage for the creditors.

The German legislature has now added a number of exceptions to that rule (new paragraphs 2 and 3) applicable to transactions by which the debtor performs an obligation or grants a security interest. For example, such transactions shall now only be voidable if made within four years prior to the insolvency filing. In addition, transactions constituting willful disadvantage now benefit from the so-called cash transactions exception (which protects payments in return for equitable consideration, see § 142 InsO) unless the counterpart recognizes that the debtor has acted in bad faith.

Gillis Lindemans

The EU Conflict Minerals Regulation: The Uncertain Effects of Supply Chain Due Diligence

On 17 May 2017, a new regulation on supply chain due diligence was published in the European Union’s Official Journal. The regulation, known as the “EU Conflict Minerals Regulation,” imposes obligations on EU importers of tin, tantalum and tungsten, their ores, and gold (“3TG”) originating from conflict-affected and high-risk areas. Armed groups engaged in mining operations in these regions are believed to violate human rights and to use the proceeds from the sale of conflict minerals to finance their militia. The regulation is intended to disrupt the financial flows and, thus, stop the human rights abuses. Continue reading “The EU Conflict Minerals Regulation: The Uncertain Effects of Supply Chain Due Diligence”