Despite recent developments in ECJ case law, the ability of EU firms to choose among different Member State corporate law regimes is quite limited. At the same time, however, Member States have started to show an interest in providing competitive business forms, and firms seem keen to use them. Against this background, the ongoing review of EU company law and takeover law can be seen as an attempt to complete the set of minimum requirements that establish a limit for the ‘race to the bottom’. This paper suggests that, unfortunately, many of the proposed harmonization measures in the Commission's Action Plan are unlikely to benefit firms and investors and will promote costly bureaucratic uniformity. Indeed, as currently structured, the proposals regarding disclosure, board structure and director liability have limited merits. Moreover, reforms aimed at the establishment of a permanent structure providing advice on future EU regulatory initiatives and requiring Member States to adopt director disqualification mechanisms are likely to result in excessive regulatory intervention. Similarly, many provisions of the proposed Takeover Bids Directive can be expected to hamper rather than enhance the development of a competitive, cross-border market for corporate control. By contrast, the authors recommend regulatory changes that facilitate private litigation, as this may limit regulatory biases and contribute to disciplining managers and gatekeepers. Finally, the authors endorse a default arrangement for takeovers that would allow firms to choose to be governed either by the proposed Takeover Bids Directive or by existing Member State law. The move towards more choice should challenge regulators to provide more cost-effective rules.

After Enron, WorldCom, and other US business scandals, politicians in Washington faced enormous pressure to take swift action to address seemingly widespread malfeasance at US corporations. So only twenty-nine days from the disclosure of the accounting irregularities at WorldCom, Congress passed with near unanimity the Sarbanes-Oxley Act of 2002. When President Bush signed the law, he claimed it was one of ‘the most far-reaching reforms of American business practices since the time of Franklin Delano Roosevelt.’ The President significantly understated the case, however, because the Act does much more than reform the laws applicable to US-based issuers – a substantial number of the Act's provisions reach overseas to affect foreign private issuers whose securities trade in the United States.

Most of the countries that are candidates for EU membership are from Central and Eastern Europe. Although their company laws are generally rooted in the Western (and Central) European legal tradition, the influence of Communism has also left a mark on their corporate law regimes. These regimes have recently undergone major changes, and the European Commission has declared that they are now largely in conformity with EU standards. As to rules concerning corporate governance in stock companies, European company law still leaves ample scope for national particularities. Central and Eastern European laws concerning stock companies allow for a great variety of different organisational structures, including pure two-tier systems, mixed systems and systems that provide a choice between one-tier and two-tier systems.

Corporate governance codes have recently been adopted by most of the European markets. Stock markets in Eastern Central Europe, with their weak governance mechanisms and practices, are trying to follow suit. However, drafting such codes may be a much more challenging task in this part of Europe than elsewhere, due to the existence of powerful interest groups and an underdeveloped corporate environment (immature institutional investors, ineffective shareholder activism and a lack of government interest in corporate governance). This paper provides some insights into various governance problems related to the drafting of a ‘private’ corporate governance code for Polish listed corporations. In particular, it focuses on supervisory boards and explains how they should be structured to gain credibility without clashing with blockholder interests. This paper argues that the soft proposition (i.e. independent members should account for less than half the members of supervisory boards) can bring about more far-reaching result, as it takes account of real market conditions. Regrettably, the strong proposition, which is employed in the official code of the Warsaw Stock Exchange, may produce fewer benefits or even fail under the criticism of blockholders. Polish corporate governance dilemmas are common to most of Eastern Central Europe. The solutions presented in this paper may therefore also be useful to code drafters in other countries. This paper strongly advocates that there should be the establishment of an open market for codes that allows companies to choose the best and most suitable governance arrangements. NGOs could play an important role in such a market by stimulating competition, establishing benchmarks and enforcing mechanisms like ratings.

Starting from the latest decision of the European Court of Justice on the freedom of establishment for companies that are active in the European single market, this article develops an economic and comparative framework to answer the question which level (federal or national) should have competence to decide conflict of law rules for companies operating in the entire single market.

The Sixth Hague Joint Conference on Contemporary Issues of International Law was held in the grandeur of the beautiful Kurhaus Hotel from 3 to 5 July 2003. The Hague Joint Conference is organized by the American Society of International Law, the Netherlands International Law Association and the T.M.C. Asser Institute and takes place every two years. This year, the theme of the Conference was ‘From Government to Governance? The Growing Impact of Non-State Actors on the International and European Legal System’. This subject was further explored in three parallel seminars entitled ‘International Organizations and Good Governance’, ‘Multinational Business and Corporate Governance’ and ‘Responding to International Terrorism’. This report presents some impressions of the Conference to the readers of this journal.

EC Securities Regulation is the sixteenth title in the Oxford EC Law Library, a series that consists of studies of the various branches of EC law. This book is destined to become a benchmark in its field. This is not only due to the considerable number of documents it analyzes, which might be intimidating at first, but also to the fact that the more one reads, the more one is impressed by the quality and thoroughness of the analysis. This is even more remarkable when one considers the complexity of the subject.