Corporate Boards in Law and Practice : A Comparative Analysis in Europe

Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes.

This book analyzes the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

Paul Davies, Allen & Overy Professor of Corporate Law, University of Oxford,Klaus Hopt, Professor and Director, Max Planck Institute for Comparative and International Private Law,Richard Nowak, Senior advisor and lecturer, Clifford Chance Amsterdam and Radboud University Nijmegen,Gerard van Solinge, Professor of company law and Attorney, Radboud University Nijmegen and Allen & Overy Amsterdam

Klaus J. Hopt is Professor and Director (emeritus), of the Max-Planck-Institute for Comparative and International Private Law, Hamburg. He is an expert for the German Parliament, the Constitutional Court and a number of international institutions. His research interests are European corporate, capital market, financial law and corporate governance issues. He has published many books and articles in these fields.

Gerard van Solinge is a lawyer and counsel at Allen & Overy. He is full professor of corporate law since 1997 at the Radboud University Nijmegen and managing director at Van der Heijden Institute, Research Department for Corporate Law of the Research Centre Company & Law. He specialises in corporate governance, corporate litigation, mergers and acquisitions, public takeovers, international corporate law and Dutch Carribean Company law.


Paul Davies is the Allen & Overy Professor of Corporate Law and Professorial Fellow of Jesus College at the University of Oxford. He is a deputy chairman of the Central Arbitration Committee. His research areas are corporate governance, corporate finance, regulation of securities markets and collective representation of employees.




Richard J Nowak is Senior advisor with Clifford Chance Amsterdam and lecturer at the Radboud University Nijmegen and substitute-judge in the Court of Appeal Arnhem. Co-author of a Dutch textbook on
company law and author of publications on Dutch company law and corporate governance.