*** HUBERT BONIN, LUCIANO SEGRETO (Editors): European Business: Corporate and Social Values. Presses Interuniversitaires européennes / Peter Lang (1 av. Maurice, B-1050 Brussels. Tel: (41-32) 3761717 - fax: 3761727 - Email: info@peterlang.com - Internet: http://www.peterlang.com ). 2011, 210 pp. €31.90. ISBN 978-90-5201-746-4.
Is a European corporate management culture developing in the framework of the European Union? This collectively written book seeks to answer this question. The answers provided come from a number of historians, particularly those that come together at an academic workshop organised six years ago in Vienna. The question is an interesting one in that it demonstrates, above, that the world is in a continual state of flux. The US “model” no longer appears to apply in the way that it did so in the 1960s and 70s, a period in which, according to Hubert Bonin (Sciences Po Bordeaux), the only redeeming feature of European companies was to sometimes “civilised” the dominant “Fordist” model. In the 1970s and 80s, with the second Industrial Revolution, but which gave way to the third, with the irresistible rise of information technology and the concept of flexibility, the Europeans continued to search for their own model of which there seemed to be so many. The “Swedish model” and its emblematic Volvo would soon be sold to the Americans and recently sold on to the Chinese. This would be also accompanied by the German, Italian, Spanish and indeed the British models. The latter was perceived by many Europeans as the expression of “cultural exceptionalism” or even a “counter model”.
Where do we actually stand with all this today, given the rampant globalisation and the fact that developing countries have also been invited to the table to the economic “feast”? In an attempt to locate the answer to this question, the authors look at how companies have evolved in countries like Italy, Germany, Denmark, Poland and Spain, as well as in regions such as the Rhineland, the Danube and the eastern midlands in France. The picture that emerges illustrates how the Anglo-Saxon model of capitalism is as a whole far from dominant and that therefore there is a “European” image developing in the way companies are evolving. Nonetheless, it would also appear that no matter how much these companies defend their social and ethical values at a European level, they still conserve their own identities. This evolution obviously depends on the national and regional contexts in which they grow. All the different contributions appear to agree on the fact that those in charge of European companies, particularly the young senior managers now appear to think in European as well as national terms. The business environment is therefore taking on a distinctly European complexion, even though it is still made up of the contours that testify to the diversity characterising the Union …
Pierre Bouvier
*** PHILIPP HÄUSER: Unabhängigkeit des Ausichtsratsmitglieds im internationalen Vergleich mit der Schweiz, Großbritannien und den USA. Peter Lang (1 Moosstrasse, Postfach 350, CH-2542 Pieterlen. Tel: (41-32) 3761717 - fac: 3761727 - Email: info@peterlang.com - Internet: http://www.peterlang.com ). 2011, 171 pp. €37.20. ISBN 978-3-631-61823-3.
Corporate culture changes from one country to another and often helps towards moulding a country's own economic environment. It is in this perspective that Philipp Häuser analyses the different models of governance in German companies in the comparison with Swiss, British and US models. A particular focus is on the monitoring bodies and their independence from the bodies making the decisions in a given company, such as the Board of Directors, for example. This independence is fundamentally important as a means of preventing the abuse of power by corporate executives and guaranteeing good corporate governance. A lot of this book looks at the European contribution in this field and the author formulates a number of recommendations in this connection.
Although the different chapters tackle a variety of legal considerations, Philipp Haüser is particularly keen to identify the practical effects of these rules. First of all he provides an insight into the different facets of the corporate inspection bodies: how they have emerged, the role they play and their independence. In the second chapter, he explores the legal considerations that have to be taken on board in Germany. In the third chapter, he dissects the different action taken by the European Union in this field. He then analyses the legal foundations in force in Switzerland, United Kingdom and the US. The first part of the book also contains a summary of the discussions that took place during the 1980s on the theme of governance in the major companies and the independence of the monitoring councils. In the second part of the book, he analyses the independence of these monitoring bodies from every different angle, particularly in light of the problems identified and the dangers to this kind of activity. Before concluding, the author explores the recommendations made by the European Union to strengthen the independence of the European corporate monitoring bodies.
(JD)
*** ARNO GLÖCKNER: Zivilrechtliche Haftung für Links im World Wide Web in Deutschland und den nordischen Staaten. Peter Lang (see address attached). 2011, 285 pp. €54.20. ISBN 978-3-631-61629-1.
The Internet is playing an increasingly important role in providing access to information. The web has also become an indispensable tool for companies and public institutions. The way in which it is managed and regulated is therefore a subject that cannot be ignored either by citizens or by the movers and shakers in economic and public life. Poor Internet management can lead to it being used abusively and lost opportunities. On the other hand, good governance opens up new opportunities and protects citizens and their rights. These observations have encouraged Arno Glöckner to dedicate this book to looking at this question. He seeks to explain the different regulations in force in Germany, Nordic countries and more broadly at a European level. Secondly, he also sets out to provide a number of different comparative case studies.
The first part of the book provides an introduction to the technical terms that are indispensable to obtaining a good understanding of the subject. Afterwards, the author goes to the heart of the matter and looks at the common legal foundations in the different cases analysed, namely those within European legislation. German law on the subject is then analysed, followed by that in Scandinavian countries. Arno Glöckner provides an account of the regulation on Internet governance in the light of three criteria: the freedom of expression, freedom of the press and rules incumbent on Internet providers. The following chapter focuses on an increasingly important subject: copyright law. At a time when the draft trade agreement against counterfeiting is creating a lot of passionate feeling, everyone is now aware in the European Union that the Internet allows for protected products to be obtained free or even illegally. This area is therefore one of the biggest current challenges to legislators and consequently, to the European Court of Justice. In this part of the book, the author scrutinises the different legislation according to the themes relating to copyright. The question is linked to legal personality and databases are also examined. The protection of trademarks on Internet is also examined and the author unravels the different legislation on the subject by providing examples of the most appropriate legal cases in this regard. The final two chapters of the book focus on competition law and the protection of individual rights in relation to the Internet. Use of the Internet and the virtual revolution accompanying it have given birth to new practices requiring revision of certain aspects of these laws. Competition, advertising and third-party interests are subjects that also need to be reviewed. This book provides a very comprehensive account of a subject that we will continue to be discussing for a long time to come …
(JD)
*** RENE GRAFUNDER: Verhaltensbezogene Nebenbestimmungen in der deutschen und europäischen Fusionskontrolle. Peter Lang (Editors). Deutsches und Europäisches Wirtschaftsrecht series, No. 27. 2011, 245 pp. €48.40. ISBN 978-3-631-61687-1.
European competition law is one of the most conclusively drawn up laws in the European Union. Although the European Union shares this law with member states, its primacy over national law has been acknowledged. Nonetheless, this primacy sometimes gives rise to conflicts between national and European law. In the area of continued control of mergers, which in Germany, is carried out by the Bundeskartellamt ( federal office governing cartels), certain conflicts with European law occur. The control carried out aims is to prevent any mergers that could potentially endanger the effective functioning of the market economy. The author of this specialised legal book therefore tackles a complex subject, due to its intrinsic nature but also because of its institutional provisions, given that the constitutionality of German law on the control of mergers and, subsequently, the control itself, have to be in compliance with European legal provisions on this subject. In this book, René Grafunder sought to explain the subject and put forward a number of practical provisions in this context. In order to attain this objective, he divided his study into four parts preceded by an introductory chapter. The introduction is quite comprehensive and provides an account of cartel inspections, the main modalities and secondary regulation in this connection. René Grafunder then seeks to clarify some of the factors that can prevent this control from being carried out in this area, before providing greater details about the legal definition and the fight against market dominance. The third part of the book examines the prevailing regulation and practices in Germany, as well as the validity of the economic guidance underpinning them. Several examples of jurisprudence are provided in this connection. The author then analyses a number of specific cases, such as the different action carried out by the federal office that deals with cartels, for example, public transport personnel and publishing. The final part of his book focuses on the principles prevailing within the European Union, which are analysed from a theoretical perspective, as well as their practical implications.
(JD)
*** JAN-PHILIPP KILIAN: Rechnungslegung als Instrument des Gläubigerschutzes. Peter Lang (see address attached). 2011, 263 pp. €46.50. ISBN 978-3-631-61861-5.
Regulation on the bankruptcy of a debtor intends to protect creditors' investments. By studying the situation in a variety of countries (Germany, France, United Kingdom, Canada and the US), Jan-Philipp Kilian highlights two underlying philosophies for protecting creditors, in this book. The first is based on market mechanisms and the second is underpinned by state mechanisms. In the first part of the book, the author reviews existing literature on the subject and explains creditor protection mechanisms and their origins. In the second part of the book, he provides a detailed insight into the legal elements of the laws on bankruptcy, whilst providing a more ideological explanation of the subject in light of the two dominant schools of thought of which he describes the main actors, the different objectives and practical repercussions. He then develops an empirical argument based on his theses, which particularly involves tackling the problems encountered, such as the structural differences between the countries analysed, the different conceptions of the market economy and the role of creditor protection in trade. The importance of the banking system on the latter is also underlined.
(JD)
*** CHRISTIAN JOERGES, TOBIAS PINKEL (editors): Europäisches Verfassungsdenken ohne Privatrecht - Europäisches Privatrecht ohne Demokratie. Zentrum für Europäische Rechtspolitik (Zerp, Universität Bremen, Universitätsallee GW1, D-28359 Bremen. Tel: (49-421) 21866200 - fax: 21866230 - e-mail: zerp@zerp.uni-bremen.de - Internet: http://www.zerp.eu ). « Zerp-Diskussionspapier » series. 2011, 149 pp.
A famous quotation by Saint-Exupéry explained that what was essential in life was usually invisible (in French in the text). This reference kicks off the this political essay on the private European law of the Zerp, the organisation in charge of European legal policy at the University of Bremen. A myriad of writers, lecturers and/or European universities associated in democracy and European private law contribute to this undertaking. The final product of this multidisciplinary cooperation was published in English and German and is available at: http://www.reconproject.eu . This European project consists of different perspectives of the European constitution. The title chosen in this case by the authors (European Constitution without private law - European private law without democracy) seeks to highlight the essential connection between private law and democracy and the consequences emanating from it. The book is divided into four different parts. The three first authors seek to tackle the question of the legitimacy of European private law. The essential areas of European private law are then tackled, namely company law, competition law, consumer protection law and the foundations of private law. Direct and indirect questions then follow on the legitimacy of each of these legal areas. In the final part of this essay, the different perspectives regarding the requirements of democratic legitimacy and the codification of European private law are then discussed.
(MD)
*** Brunswick Review. Brunswick Group (27 av. Des Arts, B-1040 Brussels. Tel (32-2) 2356511 - fax: 2356522 - e-mail: brusselsoffice@brunswickgroup.com - Internet: http://www.brunswickgroup.com ). 2011, 90 p., € 24.90.
Published by an international consultancy group specialising in corporate communication, this publication in this issue looks at the importance of internal relations in companies. It also contains an interview with the editor-in-chief of the Wall Street Journal, who explains the deep reaching transformations occurring within this emblematic economic area.
(MT)