The ability of the UNCITRAL Model Law on Cross-Border Insolvency to enhance unity in bankruptcy (i.e., universalism) has been doubted. Unlike the EC Regulation on Insolvency Proceedings, it does not provide rules on international jurisdiction and automatic recognition. Thus, both recognition of foreign proceedings and relief should be sought. The Model Law (like the EC Regulation) also lacks rules for corporate groups. For these reasons, commentators have predicted that countries implementing the Model Law will exploit the discretion and flexibility enshrined in this regime to protect local interest and will avoid maximum cooperation and deference to foreign jurisdictions. Nonetheless, this paper suggests that the Model Law has the potential of facilitating unified and centralised proceedings both for single and group companies. Moreover, the paper reports the results of a comparative empirical study (which investigated Model Law decisions) demonstrating that the Model Law is in fact on the road to universalism. Recognition under the Model Law has become something of a routine, group centralisations are being facilitated and a wide range of relief is being granted. The paper nevertheless points to the current shortcomings in the application of the Model Law and where it can be improved.

In the fifteen year period to 2008, the private equity industry grew enormously in Europe, to the point where it began to be seen as a rival to the public markets. This gave rise to concerns and calls for the private equity industry to be regulated. The financial crisis, and in particular the contraction of the market for debt prompted by the collapse of Lehman Brothers in September 2008, has led to a significant reduction in the number and value of private equity deals. However, if anything, the financial crisis has led to increased calls for regulation of the industry. This paper examines the development of private equity transactions in Europe, and analyses the nature of these transactions. It then considers whether the concerns raised in relation to private equity are justified. Broadly, the arguments in favour of regulation of private equity may be divided into two kinds: the need to increase transparency in the industry by imposing disclosure obligations, and systemic risk concerns. These arguments are considered, and the terms of the Alternative Investment Fund Managers Directive (AIFMD) are examined in the light of these issues. It is argued that the arguments in favour of regulation of private equity are weaker than has been suggested and that this Directive does not adequately differentiate between hedge funds and private equity when imposing this regulatory regime.

To promote a smooth and effective exercise of minority shareholders' rights attached to voting shares in publicly held companies, some regulators and law-makers have recently enacted provisions granting key rights only to minority shareholders who have been continuously holding a stake for a minimum holding period (‘long-term shareholders’).

This article argues that making certain shareholder rights dependent on continuous ownership is a good way of developing corporate governance because it helps management to act in the long-term interest of the company. In other words, fostering long-term shareholders' activism may be a tool for strengthening the long-term best interest of the corporation because it allows directors to manage their enterprises in a manner that emphasises the long term over the short term.

This article also explores whether the new laws and regulations have an impact on the shareholders' equal treatment norm and briefly addresses certain practical issues that these new laws and regulations could raise.

We contribute to the literature on cross-shareholdings and board interlocks in Italy which finds possible evidence of enlarged collusion, that is, collusion established through board interlocks among companies that do not necessarily operate in the same business sector. We focus on Italian blue chips (about 80% of total market capitalisation) in 1998 and in 2008, examining the entire network of cross-shareholdings higher than 2% of total voting rights which we compare to the entire network of interlocking directorates among these blue chips. We find that in 1998 enlarged collusion only takes place among those blue chips that are also linked by cross-shareholdings (Mediobanca Galaxy), which reinforces the hypothesis that in Italy this form of collusion is functional to shareholder expropriation. In addition, we find that in 2008 new shareholders appear at the top of the Galaxy and the Galaxy extends its reach through board interlockers to the rest of the blue chips.

Takeover has been widely accepted as a necessary method to improve the performance of certain inefficient firms. However, strict enforcement of the Mandatory Bid Rule (MBR) would make takeovers impossible in China. As a result, its operative effect has been diluted through a series of measures. First, the China Securities Regulatory Commission has always granted exemptions from mandatory bid obligations to avoid the detrimental effects of strict enforcement. Second, in practice, certain firms that do not apply for exemptions or fail in their applications are able to circumvent their mandatory bid obligations by launching takeovers within an appropriate time period when the market is booming. Third, this circumvention is facilitated by rules allowing for the adjustment of the bid consideration. Fourth, the proportional partial takeover bid rule was introduced in 2006, further weakening the regime. These realities make the MBR exist in name only in China, yet it can still create obstacles to takeovers. Therefore, it should be abolished.