Stefan Grundmann

Unternehmensrecht ist heute Europ isch verfasst, sicher f r die Kapitalgesellschaften und gro en und gr ten Unternehmen. Diese sind dabei von den Kapitalm rkten her zu denken, die die Finanzbasis legen und mit den Kursen das Image pr gen. Eingebettet sind sie in den Binnenmarkt, als deren gro e Akteure sie global wirken. Alles im Verbund - Binnenmarkt, Gesellschaftsverfassung, Mobilit t, Kapitalm rkte und konomische Grundlagen - bietet die Darstellung integriert (und wie keine andere). Dabei ordnet sie die Vielfalt von EU-Prim rrecht und -Sekund rrecht, dazu die vielen Spielformen der nationalen Rechte streng nach dem "Leben" des Unternehmens - von der Gr ndung, ber das operative Gesch ft und Entscheidungsstrukturen, ber die Rechnungslegung, die Umgestaltungs- und schlie lich Beendigungsformen bis hin zu den bestehenden supranationalen Gesellschaftsformen. Die Darstellung greift national (vergleichend) und supranational aus im Hinblick auf Rechtsprechung, Praxis und Schrifttum.

New Private Law Theory opens a new pathway to private law theory through a pluralistic approach. Such a theory needs a broad and stable foundation, which the authors have built here through a canon of nearly seventy texts of reference. This book brings these different texts from different disciplines into conversation with each other, grouping them around central questions of private law and at the same time integrating them with the legal doctrinal analysis of example cases. This book will be accessible to both experienced and early career scholars working on private law.

New Private Law Theory opens a new pathway to private law theory through a pluralistic approach. Such a theory needs a broad and stable foundation, which the authors have built here through a canon of nearly seventy texts of reference. This book brings these different texts from different disciplines into conversation with each other, grouping them around central questions of private law and at the same time integrating them with the legal doctrinal analysis of example cases. This book will be accessible to both experienced and early career scholars working on private law.

The book provides a broad and topical perspective of the sources of modern contract law. It examines the creation of contract law as a multi-pronged occurrence that involves diverse types of normative content and various actors. The book encompasses both a classical perspective on contract law as a state-created edifice and also delves into the setting of contractual rules by non-state actors. In so doing, the volume thoroughly analyses present-day developments to make sense of shifting attitudes towards the overall regulatory paradigm of contract law and those that reshape the classic view of the sources of contract law. The latter concerns, in particular, the digitalisation of markets and growing trends towards granularisation and personalisation of rules.The book builds on the EU private law perspective as its primary point of reference. At the same time, its reach goes far beyond this domain to include in-depth analysis from the vantage points of general contract theory and comparative analysis. In so doing, it pays particular attention to theoretical foundations of sources of contract law and values that underpin them. By adopting such diversified perspectives, the book attempts to provide for a better understanding of the nature and functions of present-day contract law by capturing the multitude of social and economic dynamics that shape its normative landscape.The volume gathers a unique and distinguished group of contributors from the EU, USA and Israel. They bring research experience from various areas of private law and contribute with diverse conceptual perspectives.

This book introduces and develops the paradigm of the organisational contract in European contract law. Suggesting that a more radical distinction should be made between contracts which regulate single or spot exchanges and contracts that organize complex economic activities without creating a new legal entity, the book argues that this distinction goes beyond that between spot and relational contracts because it focuses on the organizational dimension of contracting and its governance features. Divided into six parts, the volume brings together a group of internationally renowned experts to examine the structure of long-term contractual cooperation; networks of contracts; knowledge exchange in long-term contractual cooperation; remedies and specific governance rules in long-term relationships; and the move towards legislation. The book will be of value to academics and researchers in the areas of private law, economic theory and sociology of law, and organizational theory. It will also be a useful resource for practitioners working in international contract law and international business transaction law.

Volume 11 explains investment banking in a broad sense, including its European and international dimensions. In addition to overviews of various areas - including, for example, emissions trading - it focuses primarily on commentaries on the following individual laws: WpHG German Securities Trading Act] (now including the MM-VO and EMIR Market Abuse Directive and European Market Infrastructure Regulation]), B rsG Stock Exchange Act] WpProspG Securities Prospectus Act], Wp G Security and Takeover Act], DepotG Security Deposit Act]. The commentary and some presentations of individual laws are structured according to the parts that primarily affect bank organization, relationships with individual customers, or markets in general.

This book introduces and develops the paradigm of the organisational contract in European contract law. Suggesting that a more radical distinction should be made between contracts which regulate single or spot exchanges and contracts that organize complex economic activities without creating a new legal entity, the book argues that this distinction goes beyond that between spot and relational contracts because it focuses on the organizational dimension of contracting and its governance features. Divided into six parts, the volume brings together a group of internationally renowned experts to examine the structure of long-term contractual cooperation; networks of contracts; knowledge exchange in long-term contractual cooperation; remedies and specific governance rules in long-term relationships; and the move towards legislation. The book will be of value to academics and researchers in the areas of private law, economic theory and sociology of law, and organizational theory. It will also be a useful resource for practitioners working in international contract law and international business transaction law.

Diese Textsammlung enth lt den gesamten Europ ischen Normenbestand in den privatrechtlichen Kernbereichen: Vertragsrecht, Arbeitsrecht und Gesellschaftsrecht, erg nzt um die Grundlagen und die wichtigsten diesbez glichen verfahrensrechtlichen Rechtsakte. Damit eignet sich die Sammlung f r jede Diskussion und Veranstaltung zum Deutschen und Europ ischen Vertrags-, Schuld-, Arbeits-, Gesellschafts-, aber auch Bank- und Kapitalmarktrecht, mithin das gesamte Privatrecht, soweit es erheblich gemeinschaftsrechtlich beeinflusst ist; selbst f r wichtige Teile des Wettbewerbsrechts wird man f ndig.

Over the last decade, the time period that is also covered by the two editions of this book, European company law has been re-written completely. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This is astonishing since almost half of these measures only came into existence after the turn of the millennium.In the last five years 'modern' European company law has been characterized by a strong foundation of accounting law, i.e. the basic information scheme in international models (IFRS), the practicability and reality of cross-border mobility in its different types, the considerable success - at last - of European company types, namely in the form of the European Company which has been adopted by many blue chip companies, and finally by governance, governance and governance. The latter also experiencing a remarkable renaissance of shareholders' rights, namely voting right schemes. In times of crisis this is the equipment with which the challenges have to be met. This book discusses the EC/EU law first including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and policy aspects, namely law and economics, fill the gaps. The whole organism of (limited liability) company law is thus covered.In addition to organization, accounting, finance and the closely related capital market law European Company Law covers the cornerstones of EC/EU corporate tax and insolvency law. This broad scientific perspective of the 'European' in company law remains unique and is of greatest value for top-level practice and highly-ranked policy discussions. About this edition'With expert works like this one by professor Grundmann, richly referenced and fairly open to auxiliary sciences (such as the economic analysis of law), the doctrine should be able to rationalise and effectively guide the discussion. From within France we should wish - and act -so that this scientific systematisation effort does not become [...] the monopoly of our colleagues from across the Rhine; colleagues to whom we are grateful for their careful pioneering.'Louis D'Avout in RTDeur (2012) lxxAbout the first edition'Both the general reader [...] and those interested more specifically in company law and corporate finance will benefit from this book. It makes valuable reading for academics, practitioners and regulators/policy makers, and is very stimulating and welcome.'Thomas Papadopoulos in Common Market Law Review 2009 (1019).

Two major developments in European Private and European Business Law come together when we speak about "Constitutional Values and European Contract Law". European Contract Law has become extremely dynamic over the last 10 years, both in substance and perspective: all core areas are considered now in legal science and in EC legislation, and there are even the prospects of some kind of codification. On the other hand, constitutional values and their impact on private law have been an issue of high concern in major Member States over decades, namely Italy and Germany, as well as the Netherlands - hence the strong presence of scholars and practicing lawyers from these countries in this book. Constitutional values have, however, found their way to the EC level and the national discussions have inspired a European one, with three core values discussed: fundamental freedoms, fundamental rights and constitutional system building principles - such as the social welfare state or the rule of law. Their impact on private law can be sensed nowadays quite considerably also on the European level.These fundamental values are often seen as the ingredient which renders European Private Law, namely European Contract Law, more responsive to social values or more "humane". For all these reasons, the book combines comparative law, EC Law and interdisciplinary approaches to the question "Constitutional Values and European Contract Law". Outstanding scholars from 6Member States and beyond - quite a few also practicing lawyers - discuss the issue and do so for the first time on such a broad and all encompassing basis.

The contract is the core tool of governance in a free market economy. An EU Contract Law Code is now on the political agenda because all three legislative bodies in the EU and most member states favour it in principle. In its communication of July 2001, the Commission proposed three major options: to enhance the existing EC Contract Law by eliminating inconsistencies; introducing a European Code which substitutes national laws; and introducing a European code which only supplements national laws. This book contains the views of all protagonists - from all those who really drafted the models to all those who illustrated the potential of decentralized rule-making and invented the very idea of an Optional Code. The Optional Code, which is the alternative most likely to come, is thoroughly analysed. The book also contains a full map of design possibilities. It is the executive summary of what European academia thinks of the future of European Contract Law and a European Code.

"This book is an attempt at architectural criticism" that is how Robert Venturi opened the discussion on Post-Modernism in architecture in Complexity and Contradiction in Architecturea generation ago. And this was a typical beginning. Criticism of the Modern movement by architects like Le Corbusier Mies van der Rohe and to extent Frank Lloyd Wright as well that had preceded it was central to Post-Modernism. Soon the architectural historians joined in with the architects, particularly Charles Jencks in the English-speaking world and Heinrich Klotz in Germany. Here too Post-Modern-ism was the start, with three fundamental critical points about Modernism: fundamental emptiness of its architecture, its lack of relation to its surroundings and its overemphasis of functionalism against decoration. And so, even if one does not use pamphlets like Tom Wolfe's or Jencks' early work as a yardstick, the image of the buildings by what are still the best-known architects of our century is strongly overshadowed. The truth is that the International Style reflects the basic forces that architecture can express extraordinarily impressively and al-ways with decided interplay, and thus also with a pronounced unity of effect; and additionally it develops these formal values especially intensively from content. Traditionally such things are called classical. What followed this, the whole spectrum of styles from late Modernism via High-Tech and Deconstructivism to Post-Modernism is all a reaction to the unity of the International Style: either one point in terms of form or content is taken out, exaggerated and thus made into its opposite, or such a point is consciously negated. Until now this phenomenon has been known as Mannerism to art historians. What is characteristic of Baroque as the period after High Renaissance Classicism and Mannerism is less clear; in any case, entirely positive aspects of both found their way into Baroque, and undoubtedly the latter is closer to High Re-naissance Classicism in spirit than to Mannerism. Cannot similar things be seen in the last bare decade of architectural develop-ment? The foundations for this book were laid during a good year's re-search at the University of California in Berkeley. The author now holds a chair at the Martin-Luther-Universität Halle-Wittenberg.