Europe has historically lagged behind the United States in viewing the primary role of company law as being to facilitate the operation of businesses in corporate form. In this respect, the report of the High Level Group of Company Law Experts (HLG) to the European Commission of November 2002 marks a distinct break with the past. In facilitative corporate law systems, disclosure is a key mechanism for the regulation of corporate governance agency problems. This paper questions the merits of singling out directors' disqualification as a pan-European sanction for the enforcement of corporate governance disclosure requirements. It argues that a more effective strategy for promoting consistency in enforcement could be to pay closer attention to the institutional allocation of regulatory responsibilities for corporate governance disclosure. It suggests a model in which responsibility for the monitoring and enforcement of corporate governance disclosure is located with securities regulators. Making securities regulators the primary regulators of corporate governance disclosure would promote pan-European consistency in monitoring and enforcement. Looking beyond disclosure to the actual exercise of internal control by shareholders, this paper also casts a sceptical eye over the HLG's views on the need for urgent EC intervention to address the problem of investor disenfranchisement. British market participants have made ingenious use of proxy mechanisms to ensure that underlying investors retain control over the exercise of voting rights attached to shares held on their behalf by nominees. This evidence suggests that the case for EC company law intervention to address problems that the market has proved unable to solve is weak. While the situation may be different in other Member States, the existence of such differences militates against top-down EC intervention.

This article examines the euro area corporate bond market, in particular its development since the introduction of the euro. This market, that is to say, debt securities issued by non-financial corporations, non-monetary financial corporations and monetary financial institutions, is economically important, as it contributes to the allocation of funds to their most profitable uses. The euro area corporate bond market has grown rapidly since the introduction of the euro. Empirical analysis using regression techniques suggests that this growth can be explained by developments in economic activity, the costs of issuance and M&A-related activity. The latter reflects financing needs related to corporate restructuring, which in turn appears to be triggered partly by the introduction of the euro. The results also suggest that the introduction of the single currency had a direct and permanent effect on debt securities issued by non-monetary financial corporations. However, the use of corporate bonds at the euro area level is not uniform across countries. Country-specific factors continue to matter, despite the fact that financial markets are gradually becoming more integrated. To reap the full benefits of integration, public authorities and market practitioners are implementing a number of EU initiatives.

The Spanish university system has witnessed many changes during the last thirty years. Initial conditions for competition were established in 1983, especially through the legal recognition of private universities. However, a shortage of students since 1998 and a drop in demand for higher education, which has been aggravated by an extraordinary increase in supply, has prompted further reform in the past few years. A new regulation was adopted in 2001 in order to impose market-like behaviour and privatise some of the operating conditions of State universities, such as the freedom of students to choose their university, hiring policies, quality assessment and public accountability, the allocation of research funds and rankings. Although it is probably too early to assess the impact of these changes, it is clear that public funding remains largely unchanged. This is a key issue that needs to be addressed in order to create the appropriate conditions for competition in the higher education industry. Although the market has been introduced into the provision of higher education in Spain, the continued public funding of State universities creates a powerful distortion that prevents the development of a truly fair and competitive market.

Privatisation has been one of the defining economic developments of the last two decades in several manufacturing and service industries in both industrialised and developing countries. This paper reviews a number of theoretical and empirical studies linking privatisation processes to innovation activities at the firm level. First, it refers to the literature on corporate governance structures and innovation in order to analyse the theoretical relationship between changes in the principal-agent structure of firms following privatisation, incentives to invest in R&D and R&D performance. It then reviews a number of empirical studies that have analysed this issue in the context of Western Europe.

Since the introduction of the EU merger control mechanism in 1990, the European Commission has always denied merging parties the option of using a defence based on efficiency considerations to show why an otherwise anticompetitive merger should be cleared. At the end of 2002, however, the Commission made an apparent U-turn in this regard. In fact, the reform package it is currently proposing includes a draft of the horizontal merger guidelines in which a whole section is dedicated to the treatment of efficiencies. Williamson's ‘efficiency defence’ model, despite being considered naïve by its own creator, provides a simple but powerful analytical framework through which enforcement agencies can analyse the social desirability of a concentration. With some adjustments, which are necessary to take account of many ‘real world’ factors, the trade-off suggested by Williamson's compelling model appears to be robust in theory and feasible in practice. Examples of this may be found in the two most advanced antitrust jurisdictions in which such a defence has been contemplated: the United States and Canada. Although there are doubts concerning the practical feasibility of introducing efficiency considerations into the EU merger control process, the Commission has in the past consistently demonstrated that it is able to assess, estimate and set off the same trade-off terms suggested by Williamson's refined model in neighbouring areas of antitrust law, including the full-function cooperative joint ventures that fall under Article 81(3) EC.

Given that there are a number of incentives for antitrust plaintiffs to sue in English courts, English jurisdictional decisions in such actions are of far-reaching importance for the future of private antitrust enforcement in the European Community. In Provimi, the High Court of England and Wales recently handed down one of the first judgments in Europe regarding the vitamins cartels and asserted its jurisdiction. The question before the High Court was whether vitamins purchasers have an arguable claim against a subsidiary of a cartelised manufacturer, where the subsidiary implemented the cartel without knowledge of the price-fixing agreement, and whether such a claim could arise even if there was no contractual relationship between the purchasers and the subsidiary in question. The High Court held that there was an arguable claim and that it had jurisdiction to hear claims against non-English subsidiaries as long as one of the subsidiaries was domiciled in the United Kingdom. This case note argues that the High Court was right to assume that there was an arguable claim, but that its reasoning is deficient. Invoking the European law principle of effectiveness, it argues in favour of easing or reversing the burden of proof for particular facts in private antitrust litigation. This case note also takes issue with the interpretation of certain jurisdictional agreements in the decision, which – if construed correctly – would have barred the High Court from finding that it had jurisdiction in respect of some of the claims.