American Law Institute

“Regulatory Competition and Subsidiarity
in Corporate Governance
in a Transatlantic Perspective”

12th July 2004, Bibliotheque Solvay, Brussels

European Corporate Governance Institute
Transcript of speeches

Introduction
Introduction by Antonio Borges, Chairman, European Corporate Governance Institute and Vice-Chairman, Goldman Sachs International
Introductory remarks by Lance Liebman, William S. Beinecke Professor of Law, Columbia University, Director of the American Law Institute

Keynote address
Keynote Address by Alexander Schaub, Director General, European Commission, DG Internal Market

Session 1 – The European Experience and its implications for the United States
Through a series of legislative measures and in recent landmark cases, the European Commission and the European Court of Justice have affirmed the principle of freedom of establishment of companies in the European Union. These cases have fundamental implications for the structure and operation of European companies and capital markets and open up the possibility of competition emerging between different governance systems. Some people argue that this creates new opportunities for companies, financial institutions and for overcoming protectionism but others fear that it will undermine regulatory and legal standards. In this first session, legal, economic and Commission experts will describe the recent developments and evaluate their implications for Europe and the transatlantic relationship with the United States.

Introduction to the Session by Klaus J. Hopt, Professor and Director, Max Planck Institute for Foreign Private and Private International Law, Hamburg; ECGI Fellow
Presentation by Eddy Wymeersch, Professor of Law, University of Ghent; Chairman, Belgian Banking, Finance and Insurance Commission; ECGI Fellow
Presentation by Colin Mayer, Peter Moores Professor of Management Studies (Finance), Said Business School, University of Oxford; ECGI Fellow
Presentation by Gerard Hertig, Professor of Law, Swiss Institute of Technology
Presentation by David Wright, Director, European Commission, Internal Market and Financial Services DG

Keynote address
Keynote Address by Mario Draghi, Vice Chairman and Managing Director, Goldman Sachs International

Session 2 – The US Experience and its implications for Europe
Recent developments in American corporate law have been dramatic. Enron and other scandals have posed fundamental questions about the legal structure of relationships among managers, directors, shareholders, gatekeepers, and the different institutions of government charged with oversight and enforcement. The federal Sarbanes-Oxley statute has imposed new requirements on public corporations. Some people argue that regulatory competition between states and "forum shopping" caused an erosion of standards that had to be corrected through federal intervention, while others have warned against a "creeping federalization of corporate law" stifling regulatory innovation by state legislatures. In this second session, legal experts from the United States will analyse the shifting distribution of authority between the national and state governments in the U.S. and evaluate the implications for the United States and the transatlantic relationship with Europe.

Introduction to the Session by Lance Liebman, William S. Beinecke Professor of Law, Columbia University, Director of the American Law Institute

Presentation by Melvin Eisenberg, Koret Professor of Law, University of California, Berkeley
Paper on which the presentation byJohn Coffee, Adolf A. Berle Professor of Law, Columbia Law School; ECGI Fellow is based
Paper on which the presentation by Mark Roe, David Burg Professor of Law, Harvard Law School; ECGI Fellow is based
Presentation by Ronald Gilson, Professor of Law and Business, Columbia University; ECGI Fellow

Keynote Address
Keynote Address by Harvey Goldschmid, Commissioner, United States Securities and Exchange Commission  

Session 3 – Floor discussion and summing up

Summing up by Marco Becht, Professor of Finance and Economics, Université Libre de Bruxelles; ECGI Executive Director

Sponsors' Dinner
Dinner Speech by Frits Bolkestein, Member of the European Commission responsible for the Internal Market, Taxation and Customs

 
The ECGI is grateful for support for the Launch Conference from
Telecom Italia
The European Commission
Goldman Sachs International