*** VIVIANE DE BEAUFORT: Gouvernance d'entreprise en Europe. Editions Economica (49 rue Héricart, F-75015 Paris). 2006, 692 pp, €55. ISBN 2-7178-5133-X.
"Trying to collect and summarise in a logical order as much information as possible about corporate governance, how it works on a daily basis and during takeovers is a mammoth task", rightly explains Viviane de Beaufort in the author's comments opening this impressive work, with a preface by Pascal Lamy, Director General of the WTO. The first problem arises perhaps from the fact that the idea of corporate governance is strongly influenced by cultural backgrounds. Models vary, whether connected with the Anglo-Saxon type in force in countries like the United Kingdom, with its strong emphasis on share-owners, or whether connected with the Rheinland type, which integrates other company stakeholders to a greater extent. The definition of corporate governance varies from one country to another. Some see it as the body of rules applicable to the management and control of a company, while others see it as, for example, the relation between the management's aims and the broad principles governing interaction between management bodies, owners and other people directly concerned in the company's composition and activity.
This book's aim outstrips studying corporate governance as such because it pays special attention to the impact of takeover bids on corporate governance and management reaction to takeover bids. The author explains that whatever attitude one takes to takeover bids, they have a role to play in the economy, adding that they can raise specific corporate governance questions, and countries are trying to establish good regulations in this connection. How 'good regulation' is defined also varies enormously from one country to the next, as the author rightfully explains. Here too, there are palpable differences between the Anglo-Saxon and the Rhine model, with boards of directors in the Anglo-Saxon model tending to be asked by shareholders not to take action, while boards of directors in the other model are able to take more defensive action, as the Arcelor saga of recent months demonstrated.
The first part of the book, some three dozen pages, looks at corporate governance and takeover bids as addressed at the level of all the EU and EU institutions, through a study of the takeover directive. Viviane de Beaufort explains that an EU initiative is required in this field but the European Commission's current objectives are insufficient to build a European area of social responsibility and that thus far, DG Internal Market's approach seems totally schizophrenic compared with what other DGs are doing in the field of social responsibility. The remainder of the book makes a systematic study of corporate governance country by country in old and new Member States. These national studies include a presentation of the governance system in force in the country in question, the underlying ideas and a table comparing and contrasting the takeover directive with national legislation. There are also useful references to guide readers through relevant institutions, legislation and reading material.
Alongside the overview given in the first chapter, the vast majority of the book is devoted to an in-depth study of each domestic legal system rather than looking at the EU itself as subject matter. The book is clear and well-structured, avoiding the pitfall of people interested in legislation on corporate governance and takeover bids in an EU Member State getting pointlessly bogged down in the mass of national legislation - highlighting and carefully organising relevant information. There is no doubt that the book meets this target, but it has left Viviane de Beaufort - and this is clearly the fate of many researchers and authors - "with the bitter taste in her mouth of not reaching the end", and the desire to "study how the connection between corporate governance and the law is made manifest in practice in each country". Perhaps this will be the subject of a new book in the future…
Frederik Ronse
*** ROBERT LECOU: Crédit à la consommation: harmoniser et pérenniser l'équilibre entre le particulier et le prêteur. Délégation pour l'Union européenne de l'Assemblée nationale (Boutique de l'Assemblée nationale, 4 rue Aristide Briand, F-75007 Paris. Tel: (33-1) 40636121 - Internet: http://www.assemblee-nationale.fr ). "Rapport d'information" No. 3006. 2006, 59 pp, €3-50 ISBN 2-1111-9816-1.
In this newsletter, French parliamentarian Robert Lecou looks at the draft directive on harmonising consumer credit. The current EU legal framework goes back to 1986, but the huge changes in this field, so important because household spending has a direct impact on growth, have made the legislation obsolete and inappropriate. The European Commission's initial proposal, unveiled in September 2002, did not bear fruit. It was a directive aiming at maximum harmonisation over a wide field and was felt to be over-ambitious because it would have slashed national legislators' power to intervene, leaving them with competence for very minor points. The current draft legislation was published last October and is still based on maximum harmonisation but targets a much narrower field. It still aims to lead to a common market with cross-border loans being facilitated, but preserves Member States' freedom to act in their domestic markets. For this reason, the author feels that the new draft legislation is more satisfactory and realistic, but calls for changes in measures regarding the right of a borrower to change their mind and early repayments.
(NDu)
*** DANIEL GARRIGUE, PIERRE LEQUILLER: Pourquoi la France doit ratifier le protocole de Londres sur le brevet européen. Délégation pour l'Union européenne de l'Assemblée nationale (see above). "Rapport d'information" No. 3093. 2006, 99 pp, €5. ISBN 2-11-121242-3.
Pierre Lequiller, President of the French National Assembly's Delegation for the European Union, and French parliamentarian Daniel Garrigue look in this newsletter at a vitally important issue for both the European Union in general and France in particular, namely the London Protocol on the European Patent. Despite its name, the London Protocol was a French initiative to cut the cost of translating European patents (not to be confused with the Community Patent which is still on the drawing board). The two parliamentarians demonstrate how the Protocol, covering the crucial issues of innovation, intellectual property and the sensitive question of linguistic diversity, is positive for France. They highlight its positive impact on innovation and the EU economy, especially the French part of it, the cost and time savings and how the Protocol helps enhance the value of French research centres like CNRS. Most importantly, the two authors pick apart arguments that the London Protocol would contribute to the weakening spread of the French language round the globe, explaining that it does the opposite in fact, reinforcing the role of French as one of the European Patent Office's three official languages, and noting that the role of the French language in research and innovation actually depends on the scale and quality of French research.
(FRo)
*** DANIEL GARRIGUE: Recherche française, recherche européenne: la convergence nécessaire. Délégation pour l'Union européenne de l'Assemblée nationale (see above). "Rapport d'information" No. 2886. 2006, 79 pp €3-50. ISBN 2-11-119966-4.
Published at a time when the French National Assembly was preparing to examine a draft law on research, and as the EU institutions were starting to debate the 7th EU Framework Programme for Research and Development (FP7), this newsletter starts by setting French research against the backdrop of EU research. The author points out that France is finding it difficult to follow the Lisbon Strategy, considering it overly ambitious, although work has recently gone into improving matters. All the same, France still plays an important role in the developing of big European projects in fields like nuclear science and aerospace. The first part of this newsletter includes statistics on French involvement in FP6, pointing out the problems faced by universities and SMEs when it comes to accessing FP6 funding. The second part of the newsletter analyses the opportunities available under FP7 which, although restricted by budget constraints, the French parliamentarian feels includes innovative tools like networks of excellence, which should be continued and built upon, and the eagerly awaited European Research Council. In the last part of the newsletter, the author outlines criteria and possible solutions for convergence between French research and EU research.
(NDu)
*** ERRATUM: Please note that an error slipped into European Library 692: the Council of Europe's 'Observatoire europeen de l'audiovisuel' should read 'Data Collection Centre for the Audiovisual Industry in Europe'. The Centre publishes information about cinema, video, DVD and new audiovisual technologies but not have any surveillance role.
*** MIREILLE COUSTON (Ed.): Orbites et fréquences. Statut, répartition et régime juridique. Editions A. Pedone (13 rue Soufflot - F - 75005 Paris). "Droit de l'espace" series. 2005, 143 pp. ISBN 2-233-00485-X.
Ever since the time they started venturing out of caves, human beings have never stopped trying to become masters of the environment. Once they had managed to put birds in cages and flowers in pots, few areas escaped from human beings' control. There is one area, however, which resisted the attempt for a long, long time and has long been a subject of fascinating and intriguing philosophical and divine musings, namely the vast, mysterious subject of space. Technology has finally caught up with space - unavoidably accompanied by the legal system. When it was inaccessible, space was seen as humanity's heritage and countries signed non-appropriation treaties. Mythological connotations seem long gone nowadays, having given way to a process of turning space into a commodity and if one has enough ready cash in one's pockets, one can acquire natural resources from space. In this connection, orbits and frequencies are often marketable commodities because in order to be able to function, telecommunications, television, the internet and other GPS systems need to have their own reserved area in space around the earth, and a position on the radio spectrum.
Given its novelty, space is in a 'legal limbo' but public and private bodies are demanding exclusive trading rights for orbits and frequencies, forgetting the idea of non-appropriation of space. In this context, the initiative by Mireille Couston, professor of space law at Lyons Faculty in France and President of the 'Société Française de Droit Aérien et Spatial', to organise a study day on space orbits and frequencies can only be welcomed. This book publishes the proceedings of that day, which was attended by practitioners and academic specialists. First of all, the management at international level of orbits and frequencies is analysed, followed by their management at country and international level in the second part of the book. The economic stakes and the legal system or 'market' for space are examined in the third part of the book. The last part sheds useful light on the specific nature of legal questions surrounding space, given the complex backdrop of guarantees on the one hand, and contracts on the other.
(NDu)
*** CHRISTINE JURY: Die Maßgeblichkeit von Art. 49 EG für nationale rundfunkpolitische Ordnungsentscheidungen unter besonderer Berücksichtigung von Art. 151 EG. Peter Lang (1 Moosstrasse, CH-2542 Pieterlen. Tel./Fax: (41-32) 3761727 - Internet: http://www.peterlang.de ). "Studien zum deutschen und europäischen Medienrecht" series No. 17. 2006, 475 pp. ISBN 3-631-53437-X.
Well-informed stakeholders and observers have detected shortcomings in the European Community's legal powers with regard to radio broadcasting, and a growing awareness of the problems of the vertical limits on EU powers in this connection. And there are repeated complaints about EU meddling in this aspect of national sovereignty to boot. This book examines the applicability of EU law to national broadcasting policy decisions, based on the example of specialist subscription channels in Germany in the light of the most recent European Court of Justice case law in this field. The implementation of Article 49 of the EC Treaty does not, in the author's view, sound a death knell for national radio stations as some observers fear, because Article 151 gives national radio stations the means to effectively defend Member States' sovereignty. It goes without saying that this is a book for specialists.
(CDi)
*** SEZAR AYDOGAN: Die amerikanische Herausforderung und die europäische Industrie- und Handelspolitik. Peter Lang - Publications Universitaires Européennes (see above). "Sciences politiques" series, No. 512. 2005, 208 pp. ISBN 3-631-53412-4.
This university research explores the extent to which the European Union is effective in its attempts to take on the US challenge in the aeronautical industry. The configuration of the EU does not facilitate this task - the research was carried out when the EU was made up of fifteen Member States with their divergent ideas and interventionist niceties in terms of economic policy. After a good description of the EU's trade policy using the example of the EU civil aviation industry, the author asks whether the trade and industrial policy developed by and within the EU leads to isolation or whether, on the contrary, it leads to integration into the global market. He also analyses intervention by several European governments in industrial and trade policy and the impact of these measures on the EU and on Boeing, the main competitor of European airline construction company Airbus.
(CDi)