Regulation of Issuers and Investor Protection in the US and EU: A Transatlantic Comparison of the Basics of Securities and Corporate Law

Article excerpt

Regulation of Issuers and Investor Protection in the US and EU: A Transatlantic Comparison of the Basics of Securities and Corporate Law, by P.A. van der Schee. The Hague, The Netherlands: Eleven International Publishing, 2011. Pp. 315. $133.50 (paperback).

A series of corporate scandals in 2002-2003 resulted in pressure on regulators and gatekeepers to introduce enhanced investor protection and market regulation. Regulation of Issuers and Investor Protection in the US and EU focuses on the different regulatory responses of the United States and European Union, as well as individual member states. The book explains the difference between corporate and securities law and suggests that a common corporate ideology of shareholder primacy is needed.

The book begins with a basic introduction to the regulatory responses established by the E.U., focusing on the E.U.'s partial return to its earlier practice of protecting investors by corporate, rather than securities, law. The author notes that the main purpose of the study is to contribute to the analytical framework and announces the idea of "the end of corporate history." Specifically, the study aims to assist regulators and issuers to understand the scope, consistency, and stand-alone character of the new E.U. securities regulation, in comparison to the U.S. system, the impact of "going/being public" on the internal affairs, and governance of issuers under their selected jurisdiction. …

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