Piercing the Corporate Veil and Shareholders’ Product and Environmental Liability in American Law as Remedies for Capital Market Failures — New Developments and Implications for European and German Law after “Centros”

2000 ◽  
Vol 1 (2) ◽  
pp. 317-352 ◽  
Author(s):  
Brigitte Haar
Keyword(s):  
Capital Market ◽  
German Law ◽  
Market Failures ◽  
New Developments ◽  
Environmental Liability ◽  
American Law ◽  
Piercing The Corporate Veil

Observation of Good Faith Principle in Contract Negotiations: A Comparative Study with Emphasis on International Instruments

2013 ◽  
Vol 03 (09) ◽  
pp. 56-61
Author(s):  
Ebrahim Shoarian Sattari
Keyword(s):  
Islamic Law ◽  
German Law ◽  
Good Faith ◽  
Roman Law ◽  
Fair Dealing ◽  
Contract Negotiations ◽  
Law System ◽  
American Law ◽  
Special Stand ◽  
International Instruments

Good Faith is one of the important principles in contract law. This principle is inherited from Roman law and it has been mostly developed in civil law system. Observation of Good faith and Fair dealing in French and German law and many other countries is considered as legal obligation. Good faith, also, is of special stand In Chinese law of contract. Since Good faith is considered as important and valuable, it has been recognized in Common Law System and adopted in English and American law. Islamic law also contains numerous examples of obligations that are based on Good Faith principle. Nowadays, good faith principle has been incorporated in important international instruments such as CISG, UPICC, PECL, and DCFR and its scope has been developed. If good faith principle was being considered in fulfilling of contracts, today it also is considered as important in pre-contractual and conclusion stages of contracts. The aforementioned documents contain regulations for observing good faith in preliminary negotiations, conclusion of contract, fulfilling of contract and the interpretation thereto. The present Article is attempted to show that Good faith is important in all stages including preliminary negotiation and it should be incorporated in domestic legislations. Remedy for breach of this duty in the pre-contractual sphere should be limited only to compensation for damages.

The Defence of “Change of Position” in English and German Law of Unjust Enrichment

2004 ◽  
Vol 5 (1) ◽  
pp. 23-46
Author(s):  
Florian Mächtel
Keyword(s):  
German Law ◽  
The Other ◽  
Unjust Enrichment ◽  
American Law ◽  
The Law

In its § 142(1) theAmerican Restatement of the Law of Restitutionprovides that “[t]he right of a person to restitution from another because of a benefit received is terminated or diminished if, after the receipt of the benefit, circumstances have so changed that it would be inequitable to require the other to make full restitution.” The notion that the recipient of an unjustified benefit must in principle return not more than the enrichment that has actually “survived” in his hands, is not only fundamental to the American law of restitution, but can also be found in English and German law.

Reforming German Corporate Governance: Inside a Law Making Process of a Very New Nature Interview with Professor Dr. Theodor Baums

2001 ◽  
Vol 2 (12) ◽  
Author(s):  
Theodor Baums
Keyword(s):  
Corporate Governance ◽  
Capital Market ◽  
Insurance Industry ◽  
German Law ◽  
Corporate Law ◽  
Corporate Management ◽  
Future Prospects ◽  
The Public ◽  
Depth Analysis ◽  
The University

Just over a year ago, in the Spring of 2000, a Government Commission entitled \“Corporate Governance - Unternehmensführung (corporate management) - Unternehmenskontrolle (corporate control) - Modernisierung des Aktienrechts (Modernization of corporate law) and consisting of a group of selected lawyers and business practioners from the banking and insurance industry, took up the task of engaging in an in-depth analysis of the structure and challenges of \“German corporate governance.\” The Commission\'s work has drawn to an end and its 300 page report was presented to the public on July 10, 2001. It is German Law Journal\'s privilege to provide its readers with the first-hand insights of the Chair of the Commission, Professor Theodor Baums of the University of Frankfurt\'s Institute of Banking Law. In his discussion with GLJ, Professor Baums addressed specifics of the Commission\'s Report as well as the heritage of and the future prospects for German corporate and capital market law.

scholarly journals Liability for environmental damage and insurance coverage under German law

2020 ◽  
Author(s):  
Manfred Wandt
Keyword(s):  
Insurance Coverage ◽  
German Law ◽  
Environmental Damage ◽  
Environmental Consequences ◽  
Energy Company ◽  
Environmental Liability ◽  
Liability Law ◽  
The Status ◽  
Recent Developments ◽  
The Individual

Abstract“Protection of the environment“ and “sustainability“ are more significant than ever. The legal system contributes an important share to the protection of the environment. However, an overview of the German private environmental liability law shows that conventional tort law is not a suitable basis for civil liability for the environmental consequences of officially approved emissions of greenhouse gases. In general, one of the main problems of private environmental liability law lies in proving the individual causality of the conduct of an emitter, as the lawsuit of a Peruvian homeowner against a German energy company pending before the Higher Regional Court of Hamm illustratively demonstrates. The outcome of this lawsuit, which may have an outstanding significance for the status and development of private environmental liability law in Germany, is awaited with great anticipation. The article also briefly examines recent developments in private environmental liability law outside Germany and the question to what extent insurance can be an instrument to protect the environment.

Some Questions and Comments on What is Called “The Mental Element of the Offence”

1996 ◽  
Vol 30 (1-2) ◽  
pp. 82-105
Author(s):  
Björn Burkhardt
Keyword(s):  
Subject Matter ◽  
English Language ◽  
German Law ◽  
Hebrew Text ◽  
Causal Chain ◽  
Mens Rea ◽  
English Version ◽  
American Law ◽  
The Subject ◽  
Mental Element

In this paper, I shall address three problems: the question of content and limits of the “mens rea” elements (part II), the controversy over the correct concept of negligence (part III), as well as the problem of “divergence from the intended causal chain” (part IV). In doing so, I will compare the regulations of the Israeli draft Code (the “Israeli Draft”) not only with German law, but also with English and American law. Of course, within the scope of this paper I can neither probe deeply into the subject matter nor address all the important questions related to it.Before starting with my questions and comments, I would like to make two introductory remarks:1. First, I have to admit that I am unsure whether I understand correctly the regulations of the Israeli Draft (sec. 19-21, 22, 54). At least three sources of potential misunderstanding exist: first, the English version of the Israeli Draft is a preliminary translation of the Hebrew text. Any translation may shift the meaning of the original and binding Hebrew text. Second, misunderstanding may also result from my rather modest knowledge of the English language.

Comparative Contract Law

2006 ◽  
pp. 898-936 ◽  
Author(s):  
E. Allan Farnsworth
Keyword(s):  
Common Law ◽  
German Law ◽  
Contract Law ◽  
Legal Systems ◽  
The European Union ◽  
European Contract ◽  
American Law ◽  
The Common ◽  
General Contract Law ◽  
European Contract Law

This article presents an overview of comparative contract law. It reveals a number of differences between civilian legal systems and the common law, and also between French and German law as two main exponents of the civil-law tradition and, to some extent, even between English and US-American law. The same is true of other major issues in the field of general contract law that have not been touched upon. But there is a gradual convergence. This convergence is due to developments in all of the four legal systems covered in this article: English, US-American, French, and German law. And it has enabled scholars from around the world to elaborate an international restatement of contract law (the UNIDROIT Principles of International Commercial Contracts) and scholars from all the member states of the European Union to formulate a restatement of European contract law (the Principles of European Contract Law).

A Formal Approach: Capital Market Failures

2006 ◽  
pp. 188-196
Author(s):  
Joseph E. Stiglitz ◽  
José Antonio Ocampo ◽  
Shari Spiegel ◽  
Ricardo Ffrench-Davis ◽  
Deepak Nayyar
Keyword(s):  
Capital Market ◽  
Market Failures ◽  
Formal Approach

Geschäftsleiterverantwortung bei wahrscheinlicher Insolvenz

2021 ◽  
Author(s):  
Anabel Guntermann
Keyword(s):  
German Law ◽  
Comparative Law ◽  
Fundamental Change ◽  
Fiduciary Duties ◽  
Strong Emphasis ◽  
American Law ◽  
Anglo American ◽  
Run Up ◽  
Managerial Responsibility

The German StaRUG implements the centrepiece of the European Restructuring Directive: the preventive restructuring framework. Against the background of the Directive, a fundamental change in the pre-insolvency framework was required. At the same time, the Directive gave reason to rethink directors’ duties in the vicinity of insolvency: the strong emphasis on creditor interests suggests a shift of fiduciary duties known from Anglo-American law. The study examines the possibilities of implementing this in German law on a comparative law basis. It also addresses the question of the conformity of the StaRUG with the Directive and makes reform proposals for managerial responsibility in the run-up to insolvency.

scholarly journals Short selling and securities lending/borrowing

2011 ◽  
Vol 56 (189) ◽  
pp. 117-130 ◽  
Author(s):  
Kenan Hrapovic
Keyword(s):  
Market Efficiency ◽  
Capital Market ◽  
Empirical Data ◽  
Short Selling ◽  
Market Volatility ◽  
Market Failures ◽  
Market Abuse ◽  
Short Sale ◽  
Speculative Trading ◽  
Trading Volumes

This article analyzes the effectiveness of the short selling ban, and questions it with critiques from comparative empirical data. Authors have argued that the ban on short selling hit trading volumes but did not necessarily reduce market volatility. Today market regulators are seeking to rebuild a short selling policy that allows covered short selling while reducing the risk of market abuse. The reinforced framework must include rules and regulations that increase market efficiency, enhance the visibility of short selling to regulators and to investors, improve regulators? responsiveness to market failures and periods of extreme volatility, and enforce anti-abuse laws consistently and judiciously. Although most regulators have allowed their short sale bans to lapse and seem to be thinking constructively about the form of future regulation, the dust has not settled on the short sale debate. As the events of the year 2010 outline, short selling regulations tend to mirror the capital markets they oversee. The author questions if the capital market in Montenegro is ready to lift the short selling ban and to allow speculative trading again.

Some capital market failures in the socialist labor-managed economy

1992 ◽  
Vol 16 (4) ◽  
pp. 655-669 ◽  
Author(s):  
Michael Keren ◽  
David Levhari
Keyword(s):  
Capital Market ◽  
Market Failures ◽  
Socialist Labor
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