American Law Institute

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

12th July 2004, Bibliotheque Solvay, Brussels

European Corporate Governance Institute

09.30 - 10.00 Registration and coffee
10.00 – 10.15 Introduction
Antonio Borges

Chairman, European Corporate Governance Institute and Vice-Chairman, Goldman Sachs International
10.15– 10.45 Keynote Address (see speech)
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.

10.45– 12.30

Klaus J. Hopt
Professor and Director, Max Planck Institute for Foreign Private and Private International Law, Hamburg; ECGI Fellow

Eddy Wymeersch

Professor of Law, University of Ghent; Chairman, Belgian Banking, Finance and Insurance Commission; ECGI Fellow

Gerard Hertig
Professor of Law, Swiss Institute of Technology

Colin Mayer
Peter Moores Professor of Management Studies (Finance), Said Business School, University of Oxford; ECGI Fellow

David Wright
Director, European Commission, Internal Market and Financial Services DG

12.30 - 13.00 Keynote Address
Mario Draghi (see speech)
Vice Chairman and Managing Director, Goldman Sachs International
13.00 - 14.30 lunch

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.

14.30 - 16.15

Lance Liebman

William S. Beinecke Professor of Law, Columbia University, Director of the American Law Institute

Ronald Gilson
Professor of Law and Business, Columbia University; ECGI Fellow

Melvin Eisenberg
Koret Professor of Law, University of California, Berkeley

Mark Roe
David Burg Professor of Law, Harvard Law School; ECGI Fellow

John Coffee
Adolf A. Berle Professor of Law, Columbia Law School; ECGI Fellow

16.15 – 16.45

16.45– 17.15 Keynote Address
Harvey Goldschmid

Commissioner, United States Securities and Exchange Commission

Session 3 – Floor discussion and summing up

17.15 - 18.00

Antonio Borges
Chairman, European Corporate Governance Institute and Vice-Chairman, Goldman Sachs International

Summing up
Marco Becht

Professor of Finance and Economics, Université Libre de Bruxelles; ECGI Executive Director

18.00 – 19.00 Cocktails

Sponsors' Dinner

20.00 Dinner Speech (see speech)
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