The Corporate Governance Review - Edition 1
In response to the financial crisis, many have asked 'Where were the directors?' Many countries have promulgated formal acts. Others have given government agencies more supervising powers. Many international investors, voting advisory associations and shareholder activists have wanted to be involved in dialogue with boards about strategy, succession and income. Since 1992, when shareholder activists forced out the CEO at GM and the first corporate governance code - the Cadbury Code - was written, there has been an increased worldwide interest in better corporate governance.
The OECD produced a model code and many countries produced national codes following the model of the Cadbury 'comply or explain' model. This has generally led to more transparency, accountability, fairness and responsibility. However, there have been many instances where imperial CEOs gradually amassed too much power and companies dwindled, leading to bad results and sometimes even failure. More have failed in the financial crisis than in other times, hence the increased outside interest in government acts, further supervision and new corporate governance codes for boards, and stewardship codes for shareholders and shareholder activists.
This all implies that executive and non-executive directors should work harder and more as a team on strategy and entrepreneurship. It is still the case that more money is lost by lax directorship than by mistakes. On the other hand, corporate risk management is an essential part of the directors' responsibility, especially regarding tone from the top. Each country has its own bottom-up measures and there has been a convergence, illustrated by various chapters in this book
.The concept underlying this Review is to achieve a one-volume text containing a series of sufficiently detailed jurisdictional overviews, which will permit convenient comparisons where a quick 'first look' at key issues would be helpful to general counsel and their clients.
It was a condition sine qua non to attract contributors who are among the recognised leaders in the field of securities and takeover law in each jurisdiction, so that The Corporate Governance Review will be seen, in time, as an essential reference work in our field.
About the Editor
Willem Calkoen specialises in cross-border mergers and acquisitions, joint ventures, securities offerings and corporate governance.
Transactions on which Willem Calkoen has worked include: the acquisitions by Stork of the healthy parts of the Fokker Aircraft manufacturer, the acquisition by ICI of Unilever Specialty Chemicals Businesses and the listing of Smit Internationale NV. He advised the 700 shareholders of Vendex during its listing and EADS NV on its structure as a Dutch NV listed in Paris and Frankfurt. He has advised in several takeovers of listed companies, including Van Melle and Merrill Lynch in the takeover of Haslemere. He advised AES on its refinancing of an electricity plant in Puerto Rico.
Willem Calkoen was chairman between 1988 and 1992 of committee G (business organisations of the section on business law of the International Bar Association), which deals with mergers and acquisitions and joint ventures. He was chairman of the section on business law in 1997 and 1998. He has written articles on mergers and acquisitions, joint ventures and corporate governance and is active in this area. He started as a lawyer with NautaDutilh in 1972 and became partner in 1980.
NautaDutilh, with offices in Amsterdam, Rotterdam, Brussels, Luxembourg, London and New York, is an independent firm concentrating on Dutch and Belgian law. In Rotterdam, 25 partners and associates work in the mergers and acquisitions areas, collaborating in an integrated way with the partners and associates in the other offices. There is also integration with all the specialised surrounding areas related to mergers and acquisitions, such as tax, environment, employment, IT and IP law and corporate litigation.
Acknowledgements
The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book:
Argentina
- Laura Huertas Buraglia and Mercedes Rodríguez Giavarini
- Mitrani, Caballero, Rosso Alba, Francia, Ojam & Ruiz Moreno
Australia
- John Williamson-Noble and Tim Gordon
- Gilbert + Tobin
Belgium
- Elke Janssens and Virginie Ciers
- NautaDutilh
Brazil
- Marcelo S Barbosa
- Vieira, Rezende, Barbosa e Guerreiro Advogados
Cyprus
- Yiannos G Georgiades and Rebecca Howarth Seaberg
- Georgiades & Mylonas
Estonia
- Sven Papp, Helerin Kaldvee and Gerda Liik
- Raidla Lejins & Norcous
Finland
- Manne Airaksinen, Paula Linna and Mari Latikka
- Roschier, Attorneys Ltd
France
- Didier Martin
- Bredin Prat
Germany
- Carsten van de Sande
- Hengeler Mueller Partnerschaft von Rechtsanwälten
Hong Kong
- Mabel Lui
- DLA Piper
Hungary
- Ildikó Varga and Viktória Szilágyi
- Nagy és Trócsányi Ügyvédi Iroda
Ireland
- Paul White
- A&L Goodbody
Japan
- Tatsuya Tanigawa and Hiroki Moriyama
- Nishimura & Asahi
Latvia
- Girts Lejins and Janis Bogdasarovs
- Raidla Lejins & Norcous
Lithuania
- Žilvinas Kvietkus
- Raidla Lejins & Norcous
Luxembourg
- Margaretha Wilkenhuysen and Louisa Silcox
- NautaDutilh
Netherlands
- Geert Raaijmakers and Marlies Stek
- NautaDutilh
Norway
- Odd Erik Johansen and Robert Sveen
- Steenstrup Stordrange DA
Romania
- Cristian Radu
- Tuca Zbârcea & Associates
Singapore
- Annabelle Yip and Joy Tan
- WongPartnership LLP
South Africa
- David Walker and Stimela Mokoena
- Werksmans Inc
Spain
- Carlos Paredes
- Uría Menéndez
Sweden
- Hans Petersson and Emma Sandberg Thomsen
- Mannheimer Swartling Advokatbyrå
Switzerland
- Felix R Ehrat and Sibylle Wälti
- Bär & Karrer Ltd
Ukraine
- Vadym Samoilenko, Oles Kvyat, Kateryna Rekiianova and Oleksandr Mozheiko
- Asters
United Kingdom
- Elizabeth Holden
- Slaughter and May
USA
- Adam O Emmerich, William Savitt and Brian M Walker
- Wachtell, Lipton, Rosen & Katz
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