Foreign direct investment forms an ever more important part of globalised market structures, and international investment law has become one of the most successful and judicialised areas of public international law. In order to attract investment, States commit themselves to treaties that restrict their regulatory sovereignty in ways that are sometimes unpredictable, owing to vague terms in the treaties and the broad use by investment tribunals of their delegated discretion.

This article uses economic contract theory in order to understand whether the commitment problem ex ante and the flexibility problem ex post are optimally solved. It is hypothesised that the participation constraints on States may be overlooked by investment tribunals, thereby leading to an undesired weakening of protection of investors in the long run due to reactions by States. First, States may opt out of the system, for example by exiting treaties or by non-compliance. Second, they may also water down the substantive or procedural protections. Third, whereas investment treaties were seen in the beginning as a restraint on developing countries, investment increasingly flows to equally highly regulated developed countries. As legal protection is reciprocal but the capital flows used to be unilateral, developed countries might also react to their restriction of sovereignty, as the United States has already done, for example. These perils could lead to a backlash in international investment protection of which indications are already visible

Usually, reflections on corporate governance take an inside perspective, i.e., a shareholder's or a director's point of view. Two perspectives are underrepresented in the discussion: firstly, an analysis from a regulatory perspective, i.e., from the government's point of view; secondly, an analysis that draws on the recent literature on behavioral economics, experimental economics, and psychology. This paper tries to compensate for this gap in the literature.

The claim of this paper is that there is some potential for regulatory intervention to change corporate conduct by modifying the institutional design. However, this potential is limited. The paper addresses the task of institutional design by applying behavioral analysis and provides an analysis of concrete, real-world legal corporate governance institutions. It explores potentials for changing corporate conduct by accordingly shaping institutions on the basis of the foregoing behavioral analysis

The growth of banks operating across national borders through branches poses problems for the regulatory and supervisory authorities, which are historically organised on a national basis, particularly in relation to their responsibility for financial stability, crisis resolution, deposit insurance and other aspects of the safety net. This article compares and contrasts two solutions to these problems that are being developed: the first by the Nordic-Baltic countries for handling Nordea, which wishes to take advantage of the European Company Statute in the legal framework of the EU/EEA, and the second by New Zealand, where most of the banks are Australian-owned. The first case reflects an attempt at a joint approach and a universalist solution that seeks greater harmonisation, while the second case reflects a territorial approach and the recognition of differences. Both show that there is already a much wider problem that needs to be addressed, even when banks operate across borders through subsidiaries. Halfway houses between internationalisation and renationalisation of responsibility seem rather less plausible routes to success, even if they are couched in terms of careful memoranda of understanding.

Even though the GmbH is an established legal entity that has remained (largely) unchanged for over a century, recent abuses and the pressure of foreign competition has caused the German government to propose significant changes. While not opting for a fundamental and groundbreaking reform, it has put forward a number of smaller modifications that will change the face of the GmbH.

The European Private Company (EPC) is best understood as part of the effort of providing a uniform statute for a wide group of companies that can operate in and move to any part of Europe under a single set of regulations. Starting from the suggestion that the EPC might increase the level of trade overall, the author goes on to point out that this vehicle may produce distinct advantages for a wide group of companies. The author points to the key role the EPC could play in the development of inward investment in the European Union, particularly in stimulating cooperative joint ventures. Importantly, the EPC may be useful to countries that have recently entered or are planning to join the European Union. The article explores the two types of companies that are likely to adopt the EPC and examines the set of model articles of association for the draft statute, which include a wide range of company law elements, including fiduciary duties, a business judgment rule, pre-emption rights, voting rules and valuation rules on share transfer.

The Regulation and the Directive on the Statute for a European company introduce a new corporate structure under French law justifying the inclusion of new chapters in both the Commercial Code and Labour Code of France. In order to assess the merits of this new alternative, the benefits offered by the SE structure and regime need to be examined in comparison with existing corporate structures under French law, in particular the SA, which is the structure that the SE most resembles. This article reviews the main features of the SE as a legal entity under French law facilitating the formation of European groups. It also looks at reasons for choosing the French SE regime from the point of view of corporate and employment law. The SE is clearly most valuable in cases where the scope of business is European, in which context it can facilitate transnational mergers and joint operations, make the transfer of registered offices possible and serve as a model for streamlining the corporate governance of European groups. If, on the whole, the French legislator has proved conservative with regard to the SE, even in implementing the Directive on labour side, he has nevertheless granted the ‘French’ SE plenty of freedom in the statutes regarding the definition of relationships among shareholders.