Legal capital rules have traditionally been among the cornerstones of European Union Company Law. This led to the early promulgation of the Second (“Capital”) Directive concerning the formation and maintenance of a legal capital. The unanimity of the basic decision in favor of legal capital rules became apparent once again as recently as last year in the EU regulation on the European Corporation (SE), that requires a minimum capital of € 120,000 and contains rules governing the raising and maintenance of this capital.

Only a couple years ago various analysts were hailing the arrival of a radically new economy fueled by the expansion of information technology and focused on the Internet. New Internet-based businesses were coming to life every day, attracting some of the best human capital available – both new MBA's fresh out of school and seasoned managers from management consulting firms and the so-called “old-economy” companies. Since in the very short run the supply of talent is fixed, salaries for these talented individuals skyrocketed under the influence of this explosion in demand. A few of the established companies and management consulting firms even set up so-called e-business incubators in an attempt to stop the exodus of talent. They also invested in the development of these e-businesses with the hope of getting a share of returns that were expected to be phenomenal. Furthermore, financial capital flowed to e-business not only directly through these incubators but also from many venture capital firms and private investors.

Does traditional antitrust law tally with the special sphere of the New Economy, and especially with phenomena connected with the Internet? This issue is a disputed one. Whereas the predominant opinion among the antitrust authorities and experts in antitrust law is that antitrust law provisions and principles of application are generally sufficient in order to assess the new phenomena adequately, there are also those who refer to the specific nature of the Internet economy and call for restraint when applying antitrust law provisions in this sphere. In order to resolve this disputed issue it is important to keep in mind the numerous problems in the border zone between antitrust law and the Internet. For example, one argument occasionally submitted is that the Internet medium facilitates inadmissible concerted action. In these cases it is considered very difficult to bring the offenders to justice. These fears are open to doubt. The Microsoft proceedings have shown that statements made on the Internet or within an intranet are stored in numerous places and are easier to trace than would be the case if an informal meeting were held. However, practical experience is still lacking with Internet-based hard-core cartels. At the conference of the US Federal Trade Commission in May 2001, one of the focal themes was price fixing on the Internet.

In this paper, I analyse some of the policy issues concerning the formation of pan-European securities markets, as well as the regulatory responses which are discussed at EC level with reference to regulated markets and issuers disclosure. By “pan-European securities markets” I intend to refer to those regulated markets which have many intermediaries connected, via remote access, from several European countries and offer trading services with respect to securities issued by companies domiciled in several Member States. I use the same concept to indicate also the primary markets where pan-European securities offers take place. My purpose is to assess the impact of some of the reforms included in the Financial Services Action Plan on the development of pan-European (primary and secondary) markets.

The idea of the European Company (Societas Europaea, SE) is almost as old as the European Community. In 1959 the idea was initially formulated by Pieter Sanders and by Thibièrge. In fact, however, the idea is much older. As early as 1926 this notion was discussed during the 34th German Conference of Lawyers (Deutscher Juristentag) in Cologne. Altogether there were four drafts of regulations for a European Company in the years 1966, 1972/1974, and 1988/1991. In December 2000, after lengthy negotiations, the European Council approved the European Company, and the draft legislation passed the European Parliament in October 2001. While the first draft contained more than 400 paragraphs, the last one regulates the SE by a Regulation, consisting of only 70 articles and a supplementing directive. By 2004, the national legislators have to implement the Directive, which concerns the employees' co-determination, and, in addition, have to enact complementary and amplifying acts.

The purpose of this article is to discuss the liability of multi-national corporations for the acts or defaults of their subsidiaries. Most frequently a corporation engaged in multi-national activities will operate in various countries through local subsidiaries incorporated there. Liability may be incurred because of hazards associated with the mining or manufacturing operations or the goods distributed through the subsidiary may cause harm to consumers or users. The subsidiary is clearly primarily responsible for its own acts or defaults. The question is: when can liability for such acts or defaults be sheeted home to the parent corporation?

In general all matters of inter-corporate disputes are arbitrable under German law, provided that they are covered by a valid arbitration clause. Such an arbitration clause may be part of the articles of association of the company. There are no limitations as far as GmbHs and partnerships are concerned. However, the articles of association of a stock corporation, quoted on a stock exchange, may not contain an arbitration clause. They state courts have exclusive jurisdiction over disputes concerning the validity or nullity of shareholders' resolutions by such stock corporations. All other corporate disputes within a stock corporation may be covered by an individual arbitration agreement.

If corporate law matters to corporate governance and finance, then in order to assess its quality in any given country, one must look at corporate law off the books, i.e., the characteristics of corporate law as applied by judges and other relevant public officials. This paper provides an assessment of Italian corporate law based on an analysis of a sample of 106 decisions by the Milan Tribunal, Italy's most specialized court in corporate law. The judges' quality is evaluated by looking at: (1) how deferential they are to corporate insiders; (2) how keen they are to understand, and possibly take into account, the real rights and wrongs underlying the case before them; (3) how antiformalistic their legal reasoning is; (4) how concerned they are about the effects of their decisions on the generality of corporate actors.

The analysis casts a negative light on Milanese (and by extension, Italian) corporate law judges. It highlights egregious cases of deference to corporate insiders, especially with regard to parent-subsidiary relationships. Furthermore, very few of the court's opinions have been so drafted as to let the reader understand what the real dispute was and which party had really acted opportunistically. In any case, it appears to be rare for the court to take the substantive reasons for the dispute into any account. Cases are described, in which the court has adduced very formalistic arguments. Finally, there is no sign that the judges care about what signals they send to corporate actors: they appear to be quite unconcerned about whether their decisions provide the right incentives for directors and shareholders.

EC investment services regulation is a regime in transition. Since the adoption of the Financial Services Action Plan (FSAP) in 1999, the harmonized EC investment-services regime has been undergoing a period of seismic change. This process of change has been accelerated by the presentation of the seminal Lamfalussy Report on the Regulation of European Securities Markets in February 2001. The shape of the regime which will emerge from this period is still opaque. It is likely, however, that this most recent developmental stage of EC investment-services regulation will conclude with the formation of a mature, fully-fledged system of EC investment-services market regulation. In particular, it appears that the new regime will regulate the single market in investment services considerably more aggressively than does the current regime. It is unlikely, therefore, to be characterized simply as a functional integration-device which facilitates the construction of the single market in investment services via a regulatory passport: this characterization does, however, describe the current regime, for the most part.

The article is divided into three parts:

— the present situation,

— the theoretically possible solutions,

— a weighing of pros and cons, guided by a standard of regulatory efficiency.

We examine changes in the stock trading behavior and investment performance of 1,607 investors who switch from phone based to online trading during the period 1992 to 1995. We document that young men who are active traders with high incomes and a preference for investing in small growth stocks with high market risk are more likely to switch to online trading. We also find that those who switch to online trading experience unusually strong performance prior to going online, beating the market by more than two percent annually. After going online, they trade more actively, more speculatively, and less profitably than before – lagging the market by more than three percent annually. A rational response to reductions in market frictions (lower trading costs, improved execution speed, and greater ease of access) does not explain these findings. The increase in trading and reduction in performance of online investors can be explained by over confidence augmented by self-attribution bias, information-based overconfidence, and the illusion of control.

Eco Swiss leaves a very mixed impression. On the one hand, the factual implications of this case for arbitration might, after all, appear not so dramatic in practice. The ECJ has firmly demonstrated that it follows its precedents associated with a more self-restrained approach towards national procedural autonomy, at least as far as procedural restrictions in arbitration-related areas are concerned. Furthermore, the Court did not travel the more precarious path between the two suggested by the Advocate General. At present, one can only speculate about the repercussions for arbitration which the judgement would have inflicted, had the Court engaged in analysing the arbitrators' duties and powers to apply EC law or the extent of the supervisory functions of national courts in arbitration matters.

The aim of this article is to analyse the influence of the European Community on the shaping of the Spanish Competition court (Tribunal de Defensa de la Competencia). The analysis gives particular emphasis to the influence exerted on the evolution of the Spanish Competition authorities which are due to statements made by the Commission and the European Court of Justice concerning the organisation and efficacy of the Spanish Tribunal de Defensa de la Competencia.

In the last two decades there have been many examples of co-operation between national stock exchanges in Europe. However, most of these have been cooperation on a very low scale. Starting in 2000, this pattern seems to have changed. Stock exchanges have committed themselves to “alliances”, or even “mergers”, entailing a co-operation which is far more intensive than most former examples of co-operation. In the last couple of years many such alliances have been formed, some have been dissolved, and even more have been considered.

Intellectual property can have enormous value and is often an important asset on a company's balance sheet. As intellectual property plays an everincreasing role in the world economy, disputes over intellectual property ownership, validity, licensing, infringement etc. are also likely to become more frequent. Parties of different nationalities will inevitably be involved in these disputes and so international arbitration will increasingly provide an attractive option for intellectual property dispute resolution. The aim of this paper is to give a brief overview of the benefits of taking intellectual property disputes to arbitration as opposed to having them decided in the courts, to explain some of the difficulties of arbitrating intellectual property questions and to introduce some of the features of the Arbitration Rules adopted by the World Intellectual Property Organisation that are especially useful in arbitration proceedings

In the emerging 21st Century the Internet has become an all-encompassing part of our lives. At least a third of all people in Germany and the UK have access to the Internet. In the US estimates go up to 50%. No successful company may safely ignore the web; “e-commerce” is everywhere. The Internet required many changes to the various legal systems, in private, criminal and public law. While some of these changes happened fast and drastically, certain areas have only carefully been adapted. Among these slowly evolving parts is the law of corporations. Therefore, even though business contacts are already made online, it is still common practice to base shareholder communications and the filing of information with public registers on paper.