There is historical evidence which suggests that mergers can be a potent agent for change in a transition towards a US-style corporate governance system where widely-held companies play a pivotal role. Moreover, past events suggest that competition law can influence whether ‘transformative’ acquisition activity will occur. Despite this, little has been said in the contemporary discourse on comparative corporate governance about how competition law and mergers might be catalysts for change. This paper seeks to familiarise a European audience with the relevant dynamics. For expository purposes, the analysis will focus on historical events occurring in the United States and the United Kingdom, the country with corporate governance arrangements which resemble America's more closely than any other nation. Nevertheless, there will also be discussion of questions which merit attention from a Continental European perspective, accompanied for illustrative purposes by references to circumstances in Germany.

Since the mid-1990s, there has been much talk of the convergence of corporate governance systems to Anglo-American standards, and several trends have pointed in this direction. In this paper, however, Steen Thomsen argues that US/UK corporate governance is also converging to European standards through the concentration of ownership, increasing levels of insider ownership, the separation of management and control in more independent boards, the deregulation of the banking system and the increasing importance of stakeholder concerns. Support for the mutual convergence hypothesis is found in a statistical study on the evolution of ownership concentration in 2,238 companies during the 1989-1998 period. Ownership concentration, which is substantially higher in Continental Europe than in the United States and the United Kingdom, has been increasing in the United States and the United Kingdom and decreasing in Europe. However, the process is slow, and even if the observed trends were to persist, differences in corporate governance between Europe and the United States would persist for decades. Moreover, a regime change away from market governance may be under way following the collapse of the recent stock market bubble and the wave of financial scandals in the United States

This article examines the English law governing the legal effect of a contract made by the agent of a company who lacks the necessary authority to act on the company's behalf under its internal rules that confer power to make contracts on its behalf. The article focuses on what could be called an ‘overriding rule of attribution’, which ensures that such contracts can still be binding on the company in certain circumstances. It also considers the economic context of this rule, which can be viewed as allocating risk between companies and third parties contracting with those companies. In effect, the law strikes a balance between two conflicting sets of costs and benefits, and this can be analysed in terms of economic efficiency. This article shows that the English courts have taken two differing approaches in establishing the ambit of the overriding rule of attribution and evaluates each of these approaches in terms of their capacity for promoting an economically efficient allocation of risk. It argues that the special circumstances of corporate agency (as opposed to agency for a natural principal) demand a special approach and that the more flexible approach embodied in the so-called ‘indoor management rule’ is more satisfactory in this context and more likely to promote efficiency in the organisation of a company's management body. However, there need to be some modifications to this approach and a greater acknowledgement of its overall economic context.

The corporate landscape of a country comprises the total number and size, overall activity, economic performance, legal form, corporate governance and importance of the companies that operate there. It is dependent, inter alia, on the country's size, population, economic strength, historical development, traditions, stability, stage of development of the legal system and geographic position, as well as a series of other factors. This paper presents the author's views on the current level of development of Croatia's corporate landscape. In order to understand the changes that have taken place in this landscape, it is also necessary to describe the state of the Croatian corporate landscape in 1989, before the transition. It is also important to explain how private companies were established, how foreign direct investment was carried out, the course of privatisation, how bankruptcies were handled and how Croatia's capital markets developed. Taken together, these factors paint a comprehensive picture of the corporate and social landscape in Croatia. After these factors have been analysed, this paper presents on Croatian companies and an overview of corporate governance in Croatia.

This case note comments on three important judgments delivered by the Court of Justice of the European Communities (full court) on 4 June 2002, concerning restrictions on the acquisition of shares in companies in Portugal (Case C-367/97), France (Case C-483/99) and Belgium (Case C-503/99) in relation to the free movement of capital guaranteed by the EC Treaty. In doing so, it analyses these judgments from two angles. First, it scrutinises the legal reasoning of the Court, particularly with regard to the recognition of the free movement of capital as a fully-fledged freedom and the relationship between capital movements and the freedom of establishment. Second, it considers the practical consequences of the judgments for Member States. While noting some minor problems of interpretation in relation to the judgments, this case note assesses whether the Member States retain some control over the acquisition of share capital in strategic companies.

This article analyses three decisions of the German Federal High Court concerning the German country-code top-level domain ‘.de’ – mitwohnzentrale.de, shell.de and vossius.de. The analysis shows that the Court referred to economic criteria to justify its decisions in this field of law which is barely regulated by statutory law. The questions whether generic terms should be allocated to private persons as domain names (mitwohnzentrale.de) and whether courts should transfer domain names in the case of a conflict between two rightholders to the same domain name (shell.de and vossius.de) are analysed on the basis of economic criteria. The economic analysis of the first question offers two efficient solutions: (1) owners of generic domain names should be obliged to provide links to the websites of their competitors or (2) generic domain names should be administered by the official registrar, which should provide a portal for the whole branch of industry in question. The answer to the second question is that courts should engage in the transfer of domain names only in cases where bargaining between the parties fails due to a situation of bilateral monopoly with asymmetric information. If the courts decide to transfer a domain name, the original owner must be entitled to receive appropriate compensation.