Around Oxford Around Oxford Law image
 

Wolf-Georg Ringe

photo of Wolf-Georg Ringe

Departmental Lecturer

Wolf-Georg Ringe is Professor of International Commercial Law at Copenhagen Business School. He taught full-time at Oxford between 2007-12 and retains a Departmental Lecturer position within the Faculty. In Oxford, he is a Research Fellow at the Institute of European and Comparative Law and an associate member of the Oxford-Man Institute of Quantitative Finance. In Spring 2010, he was a visiting professor at Columbia Law School, New York. As part of a European-wide consortium, he regularly advises the European Parliament on issues of European company law. Georg teaches Principles of Financial Regulation, Corporate Insolvency Law, Comparative and European Corporate Law, and European Business Regulation. His current research interests are in the general area of Law and Finance, (Comparative) Corporate Governance, Securities Law and the Conflict of Laws.

E-mail: georg.ringe [at] law.ox.ac.uk

Tel: +44-1865-281792

Fax: +44-1865-281611

SSRN author page: http://ssrn.com/author=836081



Publications

Showing all[*] publications sorted by type, then year, author, title  [change this]

Showing all 36 of this author's publications currently held in our database
Change to sort them by year | title | name OR
Show only Recent | Selected publications

Journal Articles

2014

J Gordon and WG Ringe, 'Resolution in the European Banking Union: A Transatlantic Perspective on What it Would Take' (2014) Columbia Law and Economics Working Paper No. 465 [...]

The project of creating a Banking Union is designed to overcome the fatal link between sovereigns and their banks in the Eurozone. As part of this project, political agreement for a common supervision framework and a common resolution scheme has been reached with difficulty. However, the resolution framework is weak, underfunded and exhibits some serious flaws. Further, Member States’ disagreements appear to rule out a federalized deposit insurance scheme, commonly regarded as the necessary third pillar of a successful Banking Union. This paper argues for an organizational and capital structure substitute for these two shortcomings that can minimize the systemic distress costs of the failure of a large financial institution. We borrow from the approach the Federal Deposit Insurance Corporation (FDIC) has devised in the implementation of the “Orderly Liquidation Authority” under the Dodd Frank Act. The FDIC’s experience teaches us three important lessons: first, systemically important institutions need to have in their liability structure sufficient unsecured (or otherwise subordinated) term debt so that in the event of bank failure, the conversion of debt into equity will be sufficient to absorb asset losses without impairing deposits and other short term credit; second, the organizational structure of the financial institution needs to permit such a debt conversion without putting core financial constituents through a bankruptcy, and third, a federal funding mechanism deployable at the discretion of the resolution authority must be available to supply liquidity to a reorganizing bank. On these conditions, a viable and realistic Banking Union would be within reach—and the resolution of global financial institutions would be greatly facilitated, not least in a transatlantic perspective.


2013

WG Ringe, 'Corporate Mobility in the European Union – a Flash in the Pan? An empirical study on the success of lawmaking and regulatory competition ' (2013) European Company and Financial Law Review 230 [...]

This paper discusses new data on regulatory competition in European company law and the impact of national law reforms, using the example of English company law forms being used by German start-ups. Since 1999, entrepreneurs have been allowed to select foreign legal forms to govern their affairs. The data show that English limited companies have been very popular with German entrepreneurs in the first years of the last decade, but also document a sharp decline from early 2006 onwards. This decline casts doubt over the claim that the German company law reform from November 2008 had ‘successfully fought off’ the use of foreign company forms. Moreover, by contrasting the German data with the corresponding developments in Austria, the paper further demonstrates that the latter jurisdiction sees a similar decline without having reformed its company law. Instead of exclusively relying on law reform as the causal reason for declining foreign incorporation numbers, the paper offers a number of alternative or complementary explanations for the striking developments. The findings are important for our understanding of (defensive) regulatory competition and successful lawmaking.


WG Ringe, 'Empty Voting Revisited: The Telus Saga' (2013) 28 Journal of International Banking and Financial Law 154 [...]

The recent conflict between Canadian telecommunications provider Telus and US-based hedge fund Mason Capital is the most recent illustration of ‘empty voting’ – a strategy whereby activist investors eliminate their risk exposure to shares in target companies to pursue idiosyncratic motives. As courts are struggling to find adequate solutions, regulators worldwide are called upon to provide reliable tools to this threat to shareholder voting.


WG Ringe, 'Hedge Funds and Risk-Decoupling – The Empty Voting Problem in the European Union' (2013) 36 Seattle University Law Review 1027 [...]

Negative risk-decoupling, otherwise known as empty voting, is a popular strategy amongst hedge funds and other activist investors. In short, it is the attempt to decouple the economic risk from the share’s ownership position, retaining in particular the voting right without risk. This paper uses three perspectives to analyse the problems created by negative risk-decoupling: an agency costs approach, an analysis of information costs, and a perspective from corporate finance. It shows how risk-decoupling is a type of market behaviour that creates significant costs for market participants, in particular existing shareholders and potential investors. The paper then develops regulatory responses, envisaged particularly for EU level lawmaking, but also raises underlying issues on a more general level. Whilst several proposed regulatory tools are rejected, the paper prefers a solution that uses continuous transparency as the cornerstone. In addition, it suggests that in certain individual cases, national regulators should be empowered to suspend activists’ voting rights. The paper concludes by offering a concrete legislative proposal, amending the European Transparency Directive.


ISBN: 1078-1927

WG Ringe, 'Independent Directors: After the Crisis' (2013) University of Oxford Legal Studies Research Paper 72/2013 [...]

This paper re-evaluates the corporate governance concept of ‘board independence’ against the disappointing experiences during the 2007-08 financial crisis. Independent or outside directors had long been seen as an essential tool to improve the monitoring role of the board. Yet the crisis revealed that they did not prevent firms’ excessive risk-taking; further, these directors sometimes showed serious deficits in understanding the business they were supposed to control, and remained passive in addressing structural problems. A closer look reveals that under the surface of seemingly unanimous consensus about board independence in Western jurisdictions, a surprising disharmony prevails about the justification, extent and purpose of independence requirements. These considerations lead me to question the benefits of the current system. Instead, this paper proposes a new, ‘functional’ concept of board independence. This would redefine independence to include those directors that are independent of the firm’s controller, but at the same time it would require them to be more accountable to (minority) shareholders.


WG Ringe, 'Menügesetzgebung im Privatrecht' (2013) 213 Archiv für die civilistische Praxis (AcP) 98 [...]

This paper explores the benefit of using menu structures for regulatory purposes in private law. Menus have been used rarely by regulators and lawmakers in the past. Insofar as they are used, they address situations where market participants have relatively heterogeneous preferences, where the subject matter of regulation itself is heterogeneous, or where a political consensus appears difficult. This paper addresses a number of benefits that reach beyond the traditional perception of menu lawmaking. Benefiting from insights from economics and behavioural science, several benefits can be identified that exploit the full potential of menu lamaking. Central to these benefits is the notion of endowment effect (or status quo bias) involved with traditional default rules: where the law provides just one default rule, market participants will mostly stick to this rule out of pure convenience. This means that simple default rules are frequently inappropriate to identify the preference of market participants. This problem can be overcome by using menus, giving consumers a choice between different options, each of which is endorsed by the authority and impartiality of the parliamentary lawmaker. But menus have many other advantages than traditional black-or-white legal rules.


ISBN: 0003-8997

Hugh Beale and WG Ringe, 'Transfer of Rights and Obligations Under DCFR and CESL: Interactions with English and German Law' (2013) Oxford Legal Studies Research Paper No. 17/2013 [...]

The rules on assignment and transfer of rights and obligations are currently outside the scope of the proposed CESL. In contrast, the original DCFR from 2009 includes a chapter on these issues. Questions outside the scope of CESL are left to be solved by the ‘domestic’ provisions of the national law that is applicable under the relevant conflict-of-laws provisions. This paper is part of the larger CFR Context research project and explores interactions of the system of assignment of receivables under a future European contract instrument with both English and German national laws. This concerns above all other areas of law, for example the rules that apply upon the insolvency of one of the parties (in particular that of the assignor) and the rules on public policy. Key differences between the jurisdictions include, inter alia, the proprietary aspects of the assignor’s insolvency where the assignor is paid by the debtor, the priority rule for competing assignments, and the effects of a non-assignment clause. Here, the choice of the optional instrument rather than either English or German law will lead to diverging results and may therefore prejudice any of the parties involved.


2012

WG Ringe, 'Der Nacherfüllungsanspruch im Kaufrecht' (2012) 65 Neue Juristische Wochenschrift 3393 [...]

Abstract: The article explores the legal obligation to cure under German sales law and specifically discusses the place of performance for this obligation. Based on law & economics reasoning, the article proposes to locate the place of performance at the habitual residence of the purchaser.

Eine richtungsweisende Detailfrage schlägt derzeit im deutschen Zivilrecht große Wellen: Wie ist der Erfüllungsort für den Nacherfüllungsanspruch im Rahmen der kaufrechtlichen Gewährleistung zu bestimmen? Darüber herrscht auch zehn Jahre nach Inkrafttreten des Schuldrechtsmodernisierungsgesetzes und trotz eines im letzten Jahr ergangenen BGH-Urteils (NJW 2011, 2278) noch immer Unklarheit. Der vorliegende Beitrag spricht sich dafür aus, den Erfüllungsort des Nacherfüllungsanspruchs grundsätzlich am gewöhnlichen Aufenthalt des Käufers anzusiedeln, davon ungeachtet jedoch privatautonom abweichende Vereinbarungen zuzulassen. Eine derartige Regelung würde die Kosten der Nacherfüllung reduzieren und somit dem hypothetischen Parteiwillen insgesamt am besten entsprechen.


M Kettunen and WG Ringe, 'Disclosure Regulation of Cash-Settled Equity Derivatives – an Intentions-Based Approach' [2012] Lloyd's Maritime and Commercial Law Quarterly 227 [...]

In capital markets around the world, calls for greater transparency regarding holdings of cash-settled equity derivatives (in particular Contracts for Difference, CfDs) have arisen due to the increased use of CfDs to gain control or to influence the management of prominent companies on all major European stock exchanges. They have been used in this manner due to an emerging practice that permits a CfD holder to capture the shares to which the CfD arrangement relates (without entering into any further express or implied agreements to do so), thereby acquiring a de facto control position in the target company. The UK was among the first countries to extend its shareholder disclosure regime to cover CfDs. Positions above the trigger threshold of 3 per cent must be disclosed as if they were shares enti-tling the holder to voting rights in the target company. Two alternatives were considered when pre-paring this new regulation: firstly, a general disclosure obligation of all economic long positions and secondly, a safe harbour regulation with exemptions from the requirement to disclose certain CfD transactions. Ultimately, the first option was preferred, yet not on the basis of its own merits but be-cause the safe harbour alternative was considered too complicated and difficult to enforce. This paper evaluates disclosure regulation of cash-settled equity derivatives and assesses the ef-fectiveness and suitability of the disclosure regulation under chapter 5 of Disclosure and Transparency Rules (DTR) in the UK with comparison to the relevant US rules and case law. We argue that the UK made the wrong choice of disclosure regime for CfDs. It fundamentally misunderstood the nature of the underlying problem relating to CfDs. As this article explains, the key problem related to CfDs is not the economic interest which CfDs convey per se, but rather the hedging structures that market participants have developed to facilitate the use of CfDs to acquire control of companies by stealth. This particular mischief would have been better targeted by an intentions-based disclosure regulation requiring disclosure of CfD positions only in cases where the CfD holder intends to launch a takeover or to otherwise influence the target company’s strategy and operations. Instead, the UK market is saddled with a general disclosure obligation with only very limited exceptions. This disclosure obligation is too wide in scope, places an undue burden on market partici-pants and ultimately acts as a deterrent to CfD transactions. This article argues that the UK should move away from the current general disclosure obligation towards intentions-based disclosure to re-move the current fetter on the CfD market, while still tackling the underlying mischief.


ISBN: 1859789781

2011

WG Ringe and A Hellgardt, 'An international dimension of issuer liability - Liability and choice of law from a transatlantic perspective' (2011) 31 Oxford Journal of Legal Studies 23 [...]

The integration of the European capital markets makes progress and has led both issuers and investors being active on various markets on both sides of the Atlantic. In times of financial crises, this brings one question into the centre of attention which had not been discussed exhaustively before: In the situation of a securities liability towards investors in an international context, which is the applicable law to the liability claim? The harmonisation of private international law rules in Europe gives rise to new reflections on the problem of international issuer liability. In the United States, on the other hand, the Supreme Court has just granted certiorari in a ‘foreign-cubed’ securi-ties class action case and will thus rule for the first time on matters relating to the inter-national application of the US securities regulation soon. This paper understands the role of issuer liability in a broader context as a ‘corporate governance’ device and, from this starting point, develops a new approach to the legal problem of cross-border securities liability.


ISBN: 0143-6503

J Armour and WG Ringe, 'European Corporate Law 1999-2010: Renaissance and Crisis' (2011) 48 Common Market Law Review 125 [...]

European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid-1990s, the early integration strategy of seeking to harmonise substantive company law seemed to have been stalled by the need to reconcile fundamental differences in approaches to corporate governance. Little was happening, and the grand vision of the early pioneers appeared more dream than ambition. Yet since then, a combination of adventurous decisions by the Court of Justice, innovative approaches to legislation by the Commission, and disastrous crises in capital markets has produced a headlong rush of reform activity. The volume and pace of change has been such that few have had time to digest it: not least policymakers, with the consequence that the developments have not always been well coordinated. The recent 2007/08 financial crisis has yet again thrown many - quite fundamental - issues into question. In this article, we offer an overview that puts the most significant developments of this decade into context, alongside each other and the changing patterns of corporate structure in European countries.


ISBN: 0165-0750

2010

WG Ringe, 'Company Law and Free Movement of Capital' (2010) 69 Cambridge Law Journal 378 [...]

DOI: 10.1017/S0008197310000516

Company law has long been in conflict with European Union law. Whereas the traditional approach of the European Court of Justice was to challenge national company law rules that were applied to foreign companies under the freedom of establishment (Centros and its progeny), recent case-law suggests that the Court might embark on a general assessment of domestic company law rules. This tendency is based on an extended interpretation of the free movement of capital, which became most prominently relevant in the recent Volkswagen case. A systematic analysis of the latter fundamental freedom and its relationship to company law demonstrates that this tendency is not without risk and might well end up in a ‘quality control’ of national company law through the ECJ. However, differentiated outcomes will be found depending on the actor in question (private party or State), and depending on the beneficiary of the measure at stake. It is argued that State measures potentially will always trigger the scope of application of the free movement of capital, irrespective of their nature or objective. Hence, even general statutory company law can be caught by this fundamental freedom. However, the decisive test will be identified as whether the measure has a ‘deterring effect’ on potential investors from other Member States. Special rights for the State are one extreme example which are surely caught by EC law, and purely private arrangements within the articles of association, are the other extreme. This test is recommended to serve the Court as guidance in future cases.


ISBN: 0008-1973

2009

WG Ringe and A Hellgardt, 'Internationale Kapitalmarkthaftung als Corporate Governance' (2009) 173 ZHR 802 [...]

Die weltweite Integration der Kapitalmärkte hat dazu geführt, dass sowohl deutsche Unternehmen als auch Anleger heutzutage auf vielen Märkten dies- und jenseits des Atlantiks aktiv sind. Gerade in Zeiten der Finanzmarktkrise stellt sich oftmals die Frage, nach welchem Haftungs-recht sich die Schadensersatzansprüche etwaig geschädigter Anleger richten. Die Vereinheitlichung des internationalen Privatrechts in Europa bietet Anlass, die Frage nach dem internationalen Kapitalmarkthaftungsrecht neu und umfassend zu behandeln. Der vorliegende Beitrag begreift die Kapitalmarkthaftung im größeren Kontext der Unternehmenssteuerung („Corporate Governance“) und entwickelt daraus einen eigenen Ansatz zur Anknüpfung der Haftungsansprüche. Auf dieser Grundlage ist eine Anknüpfung der kapitalmarkthaftungsrechtlichen Vorschriften an die Rechtsordnung des Gesellschaftsstatuts eine rechtsdogmatisch und -politisch vorzugswürdige Einordnung.


ISBN: 0044-2437

2008

WG Ringe, 'Forum Shopping under the EU Insolvency Regulation' (2008) 9 European Business Organization Law Review 579 [...]

DOI: 10.1017/S156675290800579X

Cross-border forum shopping for the benefit of a different insolvency law regime has become popular within the European Union in recent years. Yet legislators, courts and legal scholarship react with suspicion when debtors cross the border only to profit from a different insolvency law system. The most prominent legal tool, the European Insolvency Regulation, is based on the assumption that forum shopping is bad for the functioning of the European Internal Market. This paper questions the hostile attitude towards the phenomenon of forum shopping. It is argued that forum shopping can have beneficial effects both for the company and for its creditors, and that strong safeguards for creditors who oppose the migration are in place. Furthermore, the validity of the COMI approach of the Regulation under the fundamental freedoms of the Treaty is questioned; it is suggested that the current regime needs to be amended. The proposed new system would enable more corporate mobility within the European Union and create more legal certainty for all constituencies at the same time.


ISBN: 1566-7529

WG Ringe, 'Keine Berufungszuständigkeit des OLG nach § 119 GVG bei Beteiligung einer Scheinauslandsgesellschaft' (2008) EuZW 44

2007

WG Ringe, 'The European Company Statute in the context of Freedom of Establishment' (2007) 7 Journal of Corporate Law Studies 185 [...]

One of the key features of the new Europe-wide legal form "European Company" ("Societas Europaea" or "SE") is the possibility of transferring the company’s seat from one Member State to another without having to be wound up or to re-register. As this possibility does not exist for companies formed under national law, the formation of an SE will often present the only possibility for companies to transfer their incorporation and corporate headquarters between Member States. This is a big advantage and a milestone towards the European Internal Market. However, some doubts remain as to the practicability of the system. The mandatory linkage of the head office to the registered office within the same Member State according to Article 7 of the SE Regulation is very problematic and, in light of recent ECJ decisions such as Centros, Überseering and Inspire Art, may violate EC primary legislation. Why should companies that are formed under national law be allowed to have the head office in a Member State different from their registration state, while an SE—as an instrument of Community law and a symbol of the Internal Market—is not? Furthermore, the detailed procedural rules laid down in the Regulation are sometimes overprotective and may significantly reduce the attractiveness of the SE’s mobility. It is argued that Article 7 of the SE Regulation is secondary law that itself is inconsistent with the (primary) EC Treaty. Furthermore, the Member States also tend to be overprotective when enacting safeguard measures for the benefit of creditors, minority shareholders and employees. Here again, freedom of establishment does not allow protectionist measures that contravene the gist of the SE’s mobility.


ISBN: 1473-5970

WG Ringe, 'Überseering im Verfahrensrecht' - Zu den Auswirkungen der EuGH-Rechtsprechung zur Niederlassungsfreiheit von Gesellschaften auf das Internationale Zivilprozessrecht' (2007) IPRax 388 [...]

article on the Überseering case and international jurisdiction issues


ISBN: 072-06585

2005

WG Ringe, 'No freedom of emigration for companies?' (2005) 16 EBLR 621

Books

2014

WG Ringe and PM Huber, Legal Challenges in the Global Financial Crisis: Bail-outs, the Euro and Regulation (Hart Publishing, Oxford 2014) [...]

The global financial and economic crisis which started in 2008 has had devastating effects around the globe. It has caused a rethinking in different areas of law, and posed new challenges to regulators and private actors alike. One of the emerging issues is the apparent eclipse of boundaries between different legal disciplines: financial and corporate lawyers have to learn how public law instruments can complement their traditional governance tools; conversely, public lawyers have had to come to understand the specificities of the financial markets they intend to regulate. While commentary on financial regulation and the global financial crisis abounds, it tends to remain within disciplinary boundaries. This volume not only brings together scholarship from different areas of law (constitutional and administrative law, EU law, financial law and regulation), but also from a variety of backgrounds (academia, practice, policy-making) and a number of different jurisdictions. The volume illustrates how interdisciplinary scholarship belongs at the centre of any discussion of the economic crisis, and indeed regulation theory more generally. This is a timely exploration of cutting-edge issues of financial regulation.


2012

V Triebel and others, Englisches Handels- und Wirtschaftsrecht (Verlag Recht und Wirtschaft 2012) [...]

Das Werk behandelt - sehr praxisorientiert und zugleich wissenschaftlich fundiert - die im täglichen Rechtsverkehr mit England auftretenden Fragen. Dazu gehören z. B. die Besonderheiten des englischen Vertragsrechts, Warenkauf, Arbeitsrecht, Gesellschaftsrecht, Insolvenzrecht, Wettbewerbsrecht, internationales Zivilprozess- und Privatrecht einschließlich Schiedsverfahrensrecht u.v.m. Das Buch ist nicht nur für Geschäftsverbindungen mit England eine unerlässliche Hilfe. Da englisches (Handels-)Recht in vielen wirtschaftlich bedeutenden Ländern zur Anwendung kommt, genießt es Weltgeltung. Zudem wird im internationalen Handelsverkehr sehr häufig ein englischer Gerichtsstand oder Schiedsort und englisches Recht als "neutrales Recht" vereinbart, wenn sich die Parteien nicht auf das Recht einer der Vertragsparteien einigen können.


ISBN: 978-3-8005-1346-8

2010

WG Ringe and U Bernitz (eds), Company Law and Economic Protectionism - New Challenges to European Integration (OUP 2010) [...]

The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.


2009

WG Ringe, L Gullifer and P Théry (eds), Current Issues in European Financial and Insolvency Law - Perspectives from France and the UK (Hart Publishing, Oxford and Portland, Oregon 2009) [...]

Recent case-law and legislation in European company and insolvency law have significantly furthered the integration of European business regulation. In particular, the case-law of the European Court of Justice and the introduction of the EU Insolvency Regulation have provided the stimulus for current reforms in various jurisdictions in the fields of insolvency and financial law. The UK, for instance, has adopted the Enterprise Act in 2002, designed, inter alia, to enhance enterprise and to strengthen the UK’s approach to bankruptcy and corporate rescue. In a similar vein, a recent reform in France has modernised French insolvency law and even introduced a tool similar to the successful English ‘company voluntary arrangement’ (CVA). This book provides a collection of studies by some of the leading English and French experts today, analysing current perspectives of insolvency and financial law in Europe, both on the national as well as on the European level.


ISBN: 978-1841139357

2006

WG Ringe, Die Sitzverlegung der Europäischen Aktiengesellschaft (Mohr Siebeck 2006) [...]

With the introduction of the new legal form of the European Company Statute ('Societas Europaea') at the end of 2004, European Community lawmakers have created an instrument which enables large European firms to choose a corporate structure which is based on the same standards in all of the European Community. One special advantage of this new legal form is the simplification of cross-border restructuring, in particular the transfer of the corporation's registered office to another country. However, the statutory provisions for this transfer are relatively restrictive and do take the creditors' and shareholders' request for protection into consideration. The book studies the extent to which these newly-created regulations for the transfer of a European Company’s seat comply with the requirements of an authentic legal form of European Community law, and in particular whether or not they are compatible with the basic freedoms stipulated in the EC Treaty.


ISBN: 978-3-16-149102-3

Chapters

2013

H Beale and WG Ringe, 'Transfer of rights and obligations' in G Dannemann and S Vogenauer (eds), The Common European Sales Law in Context – Interactions with English and German Law (OUP 2013) [...]

The rules on assignment and transfer of rights and obligations are currently outside the scope of the proposed CESL. In contrast, the original DCFR from 2009 includes a chapter on these issues. Questions outside the scope of CESL are left to be solved by the ‘domestic’ provisions of the national law that is applicable under the relevant conflict-of-laws provisions. This paper is part of the larger CFR Context research project and explores interactions of the system of assignment of receivables under a future European contract instrument with both English and German national laws. This concerns above all other areas of law, for example the rules that apply upon the insolvency of one of the parties (in particular that of the assignor) and the rules on public policy. Key differences between the jurisdictions include, inter alia, the proprietary aspects of the assignor’s insolvency where the assignor is paid by the debtor, the priority rule for competing assignments, and the effects of a non-assignment clause. Here, the choice of the optional instrument rather than either English or German law will lead to diverging results and may therefore prejudice any of the parties involved.


ISBN: 9780199678907

2012

WG Ringe and A Hellgardt, 'Transnational Issuer Liability after the Financial Crisis: Seeking a Coherent Choice of Law Standard' in D Fairgrieve and E Lein (eds), Extraterritoriality and Collective Redress (OUP 2012) [...]

Collective litigation against issuer fraud appears increasingly in an international context. In times of financial crises, this brings one question into the centre of attention which had not been discussed exhaustively before: In the situation of a securities liability towards investors in an international context, which is the applicable law to the liability claim? The harmonisation of private international law rules in Europe gives rise to new reflections on the problem of international issuer liability. In the United States, on the other hand, the Supreme Court has just ruled for the first time on matters relating to the international application of the US securities regulation thereby overruling the settled case-law of decades. This paper understands the role of issuer liability in a broader context as a ‘corporate governance’ device and, from this starting point, develops a new approach to the legal problem of cross-border securities class actions.


ISBN: 9780199655724

2011

WG Ringe, 'Is Volkswagen the new Centros? Free Movement of Capital\'s Impact on Company Law' in D Prentice and A Reisberg (eds), Corporate Finance Law in the UK and EU (OUP 2011)

WG Ringe, 'Sparking Regulatory Competition in European Company Law - The Impact of the Centros Line of Case-Law and its Concept of \\\\\\\'Abuse of Law\\\\\\\'' in R de la Feria and S Vogenauer (eds), Prohibtion of Abuse of Law - A New General Principle of EU Law (Hart Publishing 2011) [...]

The case-law of the European Court of Justice in the field of company law has repeatedly touched on the question of abuse, most notably in the situation where a company was set up in a Member State only to do business exclusively in another. Starting with the landmark case of Centros in 1999, the Court has repeatedly stressed that it employs a liberal approach towards abuse in this field. According to the Court, making use of the disparities of different legal standards when setting up a company is not abuse, but explicit use of the freedom of establishment. This paper analyses the Court’s approach towards abusive behaviour in company law and assesses the impact that the leading cases since 1999 have had both on business behaviour in the EU and on the national law-makers who have responded to the opening of the markets. It is shown that the Court has provoked a sizeable entrepreneurial migration from various countries towards the UK. This in turn has led to regulatory competition, in that other Member States in continental Europe have been forced to adapt their company law to make it more attractive for businesses. It is argued that at least so far, the (limited) competition between Member States has been beneficial and has reduced both registration time and costs. Questions remain as to the relevance of any comparison with the United States and the future developments for corporate re-incorporations.


ISBN: 1841139386

2010

WG Ringe, 'Deviations from Ownership-Control Proportionality—Economic Protectionism Revisited' in U Bernitz and WG Ringe (eds), Company Law and Economic Protectionism (OUP 2010) [...]

In the wake of the economic crisis of 2008/09 the debate about the desirability of control-enhancing mechanisms that deviate from the traditional one-share-one-vote standard has been reinvigorated. This debate can be seen in the discourse of policy makers and academics that advocate the introduction of multiple voting rights in an attempt to curb the short-termism that is perceived by many to have provided the prevalent business incentive prior to the financial crisis. Alongside such discourse there buds a renaissance in the use of golden shares, in the hope, inter alia, of protecting European industries against Sovereign Wealth Funds from the Middle and Far East. Most of these proposals appear to be ill-advised. In the continental European context, they would reinforce the existing blockholder-dominated share structures to the detriment of minority shareholders. But even in the UK, where the possible introduction of deviations from OSOV has been advanced, these suggestions have to be greeted with reservations. The current discussion seems to leave well-established legal and economic ground actively to support protectionist market forces.


WG Ringe, 'Protectionnisme économique en droit des sociétés après la crise' in V Magnier (ed), La gouvernance des sociétés cotées face à la crise - Pour une meilleure protection de l'intérêt social (LGDJ 2010) [...]

Il existe un conflit entre les objectifs de l’UE visant à établir un marché intérieur intégré et à assurer son bon fonctionnement et les ambitions de (certains) E´ tats membres à stimuler les champions nationaux ou à maintenir le contrôle économique national dans les entreprises (anciennement) publiques. Ces derniers temps, en raison de la crise financière mondiale, les dirigeants européens ont fait une vertu de l’intervention étatique ; sortir d’affaire les fonds souverains fait partie des premières réponses à la contraction économique. La crise a revivifié l’ancien outil protectionniste, qui était censé être surmonté dans l’UE. Le renouveau du protectionnisme peut être vu dans un large éventail de mesures législatives et réglementaires : mesures empêchant les rachats étrangers incluant l’octroi d’aides d’E´tat ou de droits spéciaux dans les sociétés privatisées, les « golden shares », qui conduisent à restreindre le marché européen du contrôle des entreprises privées et des investissements directs. Sans doute, des outils du droit société comme les droits de vote multiples ou d’autres mécanismes de renforcement de contrôle peuvent également être réanimés pour poursuivre les objectifs nationalistes. Cette contribution reprend certains des aspects du débat sur « une action – une voix » (OSOV) à l’aune de la crise financière et ses craintes protectionnistes.


ISBN: 978-2275034676

WG Ringe, 'Public Capital and Private Capital in the internal market – Securing a level playing field for public and private enterprises (UK Report)' in Gil Carlos Rodriguez Iglesias and Luis Ortiz Blanco (eds), PROCEEDINGS OF THE FIDE XXIV CONGRESS MADRID 2010 - VOLUME III: Public Capital and Private Capital in the Internal Market (Servicio de Publicaciones de la Facultad de Derecho, Complutense University, Madrid 2010) [...]

This report seeks to examine how to avoid distortions of competition which may result from the use of public, rather than private, capital or which may result from differences in Member States’ definitions of public interest goals and in the instruments employed to attain such goals. It aims to discover for what purposes the state may intervene in the market economy and how. In so far as such intervention is by the State investing capital into a commercial enterprise in accordance with national company law, it seeks to ascertain whether the EU Treaty permits, restricts or prevents the same.


2008

WG Ringe and D Zimmer, 'Kommentierung der Art. 7, 8 SE-VO' in M Lutter and P Hommelhoff (eds), SE-Kommentar (SE-VO, SEAG, SEBG, Steuerrecht) (Otto Schmidt Verlag, Cologne 2008) [...]

Annotated guide on the European Company Statute


WG Ringe, 'Nichts ist vor ihm sicher? Allgemeines Gesellschaftsrecht im Visier des EuGH - Untersuchungen zum Anwendungsbereich der Kapitalverkehrsfreiheit' in H Baum and others (eds), Perspektiven des Wirtschaftsrechts - Deutsches, europäisches und internationales Handels-, Gesellschafts- und Kapitalmarktrecht. Beiträge für Klaus J. Hopt aus Anlass seiner Emeritierung (de Gruyter 2008)

Edited books

2008

WG Ringe and others (eds), Perspektiven des Wirtschaftsrechts - Deutsches, europäisches und internationales Handels-, Gesellschafts- und Kapitalmarktrecht. Beiträge für Klaus J. Hopt aus Anlass seiner Emeritierung (de Gruyter 2008) [...]

In honor of his retirement from the Max-Planck-Institute for Comparative and International Private Law in Hamburg, this commemorative publication is dedicated by his students to Klaus J Hopt, one of the worldwide leading experts on commercial law and author of many significant pieces of work, especially in the fields of trade, corporate and banking law.


ISBN: 978-3-89949-502-7

Case Notes

2013

WG Ringe, 'Secondary proceedings, forum shopping and the European Insolvency Regulation [Sekundärinsolvenzverfahren nach der Europäischen Insolvenzverordnung (zu BGH, 8.3.2012 – IX ZB 178/11)]' (2013) Praxis des Internationalen Privat- und Verfahrensrechts (IPRax) 330 [...]

The German Federal Supreme Court held in a recent decision that secondary proceedings according to Article 3(2) of the European Insolvency Regulation cannot be initiated where the debtor only has assets in a particular country. The requirements for an “establishment” go beyond this and require an economic activity with a “minimum of organisation and certain stability”. This decision stands in conformity with the leading academic comment and other case-law. Nevertheless, the decision is a good opportunity to stress the importance of secondary proceedings and their function to protect local creditors. This is particularly true where the secondary proceedings are initiated (as here) in the context of a cross-border transfer of the “centre of main interests” (COMI) of the debtor. The ongoing review of the European Insolvency Regulation should respond to this problem in one of the regulatory options provided.


2008

WG Ringe, 'Case note on case C-112/05 Commission v Germany (VW law)' (2008) 45 Common Market Law Review 537 [...]

The VW case is the latest in the series of "golden shares" cases. Whilst the previous cases concerned special rights the State was granted, the VW law provided provisions that applied equally to all shareholders. The ECJ was therefore tempted to open the assessment of general rules of company law and their compatibility with the free movement of capital. However, the Court ultimately refrained from delivering a clear statement.


ISBN: 0165-0750

WG Ringe, 'Keine Beschränkungen des Wegzugs von Gesellschaften innerhalb der EU (\"Cartesio\")' (2008) 29 Zeitschrift für Wirtschaftsrecht (ZIP) 1072 [...]

Comment on Advocate General Maduro's opinion in case C-210/06 (Cartesio) on the possibility to transfer a company's head office across the border.


ISBN: 0723-9416


Interests

Teaching: Comparative and European Corporate Law; Corporate Insolvency Law; Principles of Financial Regulation

Research: Law and Finance, Corporate Law and Governance, Financial Regulation, Conflict of Laws

Other details

Correspondence address:

Oxford Law Faculty
St. Cross Building,
St. Cross Road
Oxford OX1 3UL

other affiliation(s):

Institute of European and Comparative Law

Link to personal web site





Page updated on 13 February 2014 at 11:29 :: Send us feedback on this page

Policies on: cookies :: freedom of information :: data protection