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The debate on corporate governance centers on how the system of shareholders, institutions and regulations should be designed to ensure the greatest possible efficiency and innovation in individual companies and the business sector in general. By simultaneous use of economic theory and law, corporate governance addresses a most vital aspect of the functioning of the market economy. In 1993, CGF arranged an international corporate governance symposium in Stockholm at which some of the world’s foremost thinkers in corporate governance participated. Ten years later, a jubilee seminar was held with virtually the same distinguished speakers, to review the corporate governance timeline during the past decade and to volunteer prognosis on the future. This book contains the proceedings from that seminar.

The existence of Corporate Groups – several independent incorporated companies connected mostly by a chain of participations to form what is practically one commercial unit – has long been a reality throughout the world. Most of the member states of the EU have not imposed legal regulation in this area, not through neglect but rather by choice. Doubt is expressed both as to the necessity of legal regulation and as to the amenability of the disparate circumstances which arise in company law to systematic regulation. In this book we examine the question of whether Europe needs a Corporate Group law, and if so, what it should regulate and at what level.

The Swedish Companies Act does not permit companies to repurchase their shares. In this regard, Swedish legislation is stricter than most other countries. Now, however, the Swedish position is being challenged from various circles. In this book, Rolf Skog – one of Sweden’s leading experts in corporate governance – provides a background to the debate along with a summary of repurchase rules in various countries. He also gives an overview of the arguments for and against allowing companies to repurchase shares and outlines how future Swedish legislation could be designed.

Note: Since the publication of this book, the Swedish Companies Act has changed to a more permissive attitude towards repurchasing of own shares in public limited companies. However, the book illustrates the debate leading to that change.

The subject of Corporate Governance is attracting increased attention among policy makers, practitioners, scholars and investors. Essentially the discussion centers on the regulatory framework that influences the allocation and monitoring of corporate resources. By simultaneous use of economic theory and law, corporate governance addresses a most vital aspect of the functioning of the market economy especially in times of rapid international integration and changes in ownership structures. This book contains the proceedings from an international symposium arranged by CGF in 1993. The contributions cover the origin and development of the corporate governance debate in the US and give an overview of the empirical situation and present debate in some European countries.

During the past decade, proposals have been made to introduce a mandatory bid rule in the Swedish stock market. Under such a rule, anyone who secures a certain percentage of the voting rights of a listed company would be forced to extend a takeover bid for the company’s remaining shares. In this book, Rolf Skog – one of Sweden’s leading experts in corporate governance – provides a background of the debate along with a summary of mandatory bid rules in various countries. He also gives a critical analysis of the arguments for and against a mandatory bid rule and advises against its introduction in Sweden. This is a book that should be of interest in any country where corporate governance issues are part of the public debate.