Wolf-Georg Ringe

Biography

Wolf-Georg Ringe is Professor of Law and Finance at the University of Hamburg and Director of its Institute of Law & Economics. He taught full-time at Oxford between 2007-12 and continues this role as a regular Visiting Professor within the Faculty. In Oxford, he is a Visiting Research Fellow at the Institute of European and Comparative Law and an editorial board member of the Oxford Business Law Blog.

Georg specialises in European and global issues of corporate and financial law. He is an editor of the Journal of Financial Regulation, which has been published by Oxford University Press since 2015. He is a Research Member with the European Corporate Governance Institute, Brussels, and a Fellow at the European Banking Institute, Frankfurt. He has been advising both the European Commission and the European Parliament on issues of European Corporate Law. Georg teaches various courses in the field of corporate and business law, and his current research interests are in the areas of Law and Finance, Comparative Corporate Governance, Capital and Financial Markets, with a particular focus both on new technology and sustainability.

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

Tel: +44-1865-281610
Fax: +44-1865-281611

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

Publications

Recent additions

WG Ringe, 'COVID-19 and European Banks: no time for lawyers' in Christos Gortsos and Wolf-Georg Ringe (eds), Pandemic Crisis and Financial Stability (EBI 2020)

The challenges arising from the Covid-19 pandemic are triggering a plethora of initiatives and policy responses. Given the emergency of the situation, many interventions are extraordinary and extreme both in their substance and in their time frame. Naturally, they trigger and will trigger a heated legal debate over the configuration of these measures; particularly within the fragile context of EU legislation. This short contribution does two things. First, it sketches the special situation of banks during the Covid 19 crisis in the European Union, ranging from emergency measures to keep them alive to the expectation that the financial sector is key of the solution of keeping real-economy firms and households afloat. Secondly, I develop the argument that the time for insisting on legalistic points and doubts is misguided. In an emergency, economic necessities, political decisiveness, and speediness of the decision-making process are paramount and must take precedent over legal objections.
D Ringe and WG Ringe, 'How to Rescue Startups During the Pandemic' in Horst Eidenmüller, Luca Enriques, Genevieve Helleringer, Kristin van Zwieten (ed), Covid-19 and Business Law (Beck / Hart / Nomos 2020)

This short contribution reviews the case for specific support towards startups during the Covid-19 pandemic.
WG Ringe, 'Renforcer l’architecture de la zone euro par le marché' (2020) 9 Journal des Libertés 27

The historical introduction of the Euro through the Economic and Monetary Union (EMU) was (as generally accepted) ‘flawed by birth’ in that it was risky to enter into a common currency among several sovereign countries without creating a simultaneous political union. As evidenced by the 2008/09 global financial crisis and the ensuing sovereign debt crisis, the Eurozone is especially vulnerable to shocks because there are few common risk-sharing mechanisms. Policy-makers and scholars have sought ways to overcome that problem, based mostly on fiscal (public) risk-sharing mechanisms between Member States. However, given the political backlash against budgetary constraints, austerity and transfer payments, further fiscal integration at the EU level does not seem promising. Instead, this paper proposes an alternative way forward to reinforce the Eurozone. Stabilisation could come through private instead of public risk-sharing. That involves stronger integration of financial markets across the Eurozone with the ultimate goal of providing a private, market-based ‘insurance’ mechanism against future external shocks. Building on this fundamental insight, the paper will then develop a number of concrete policy proposals to build a robust framework for the future of the Eurozone. In so doing, it goes beyond traditional economic theory and proposes specific legal institutions that are crucial to realise a market-based reinforcement of the common currency. The result will be a step change in our understanding of the Eurozone architecture and of model value in attempts to strengthen currency unions in Europe and beyond.

Chapter (20)

WG Ringe, 'COVID-19 and European Banks: no time for lawyers' in Christos Gortsos and Wolf-Georg Ringe (eds), Pandemic Crisis and Financial Stability (EBI 2020)

The challenges arising from the Covid-19 pandemic are triggering a plethora of initiatives and policy responses. Given the emergency of the situation, many interventions are extraordinary and extreme both in their substance and in their time frame. Naturally, they trigger and will trigger a heated legal debate over the configuration of these measures; particularly within the fragile context of EU legislation. This short contribution does two things. First, it sketches the special situation of banks during the Covid 19 crisis in the European Union, ranging from emergency measures to keep them alive to the expectation that the financial sector is key of the solution of keeping real-economy firms and households afloat. Secondly, I develop the argument that the time for insisting on legalistic points and doubts is misguided. In an emergency, economic necessities, political decisiveness, and speediness of the decision-making process are paramount and must take precedent over legal objections.

Jeffrey Gordon and WG Ringe, 'Bank Resolution in Europe: The Unfinished Agenda of Structural Reform' in Danny Busch and Guido Ferrarini (eds), European Banking Union (OUP 2020)

This chapter argues that the work of the European Banking Union remains incomplete in one important respect, the structural re-organization of large European financial firms that would make “resolution” of a systemically important financial firm a credible alternative to bail-out or some other sort of taxpayer assistance. A holding company structure in which the public parent holds unsecured term debt sufficient to cover losses at an operating financial subsidiary would facilitate a “Single Point of Entry” resolution procedure that would minimize knock-on effects from the failure of a systemically important financial institution. Resolution through such a structure would minimize run risk from short term creditors and minimize destructive ring-fencing by national regulators. Although structural reform in the EU could be achieved by supervisory implementation of the “living wills” requirement for effective resolution or irresistible incentives through capital charges, it would be best obtained through addition to the EU’s Proposed Structural Measures Regulation now under consideration.

D Ringe and WG Ringe, 'How to Rescue Startups During the Pandemic' in Horst Eidenmüller, Luca Enriques, Genevieve Helleringer, Kristin van Zwieten (ed), Covid-19 and Business Law (Beck / Hart / Nomos 2020)

This short contribution reviews the case for specific support towards startups during the Covid-19 pandemic.

WG Ringe, 'Interne und externe Corporate Governance bei Banken' in Stefan Grundmann and others (eds), Festschrift für Klaus J. Hopt zum 80. Geburtstag (de Gruyter 2020)

This contribution traces the regulatory achievements around banking corporate governance of the past decade and evaluates them. It argues that up to now the debate about effective corporate governance at banks has been limited almost exclusively to internal elements of corporate organization. In contrast, the debate has not been adequately linked to the parallel efforts to develop a resolution mechanism for financial institutions. The latter initiative, however, promises to strengthen the external, market-driven side of corporate governance. The central concern of this article is therefore to give greater consideration to the effects of effective bank resolution in the corporate governance debate.

WG Ringe, L Morais and D Ramos, 'A Holistic Approach to the Institutional Architecture of Financial Supervision and Regulation in the EU' in Veerle Colaert, Danny Busch and Thomas Incalza (eds), European Financial Regulation – Levelling the Cross-Sectoral Playing Field (Hart 2019)

A growing consensus has emerged in the post-crisis financial regulatory agenda that the European architecture of financial supervision and regulation is far from ideal. Rather than moving to a ‘holistic’, cross-sectoral regime such as the ‘twin peaks’ model, the post-crisis reform simply upgraded the previous supervisory colleges to EU agencies, resulting in the three sectoral bodies for banking (EBA), securities markets (ESMA), and insurance (EIOPA). The major risk of such a sectoral architecture is that separate agencies may fail to recognise any cross-sectoral problems and risks that are evolving, may fail to adequately address financial conglomerates, and may more generally encounter fundamental challenges in adopting a more holistic approach to financial regulation and supervision. This paper examines the case for adopting a more integrated architecture in the EU. We show that lawmakers were not only unable to seize opportunities for reform – largely, due to path dependencies – but have also let those opportunities pass by when they presented themselves – such as Brexit or the ESAs review. The present political climate does not leave us to expect any significant reform anytime soon. Therefore, we strongly argue that the reform architecture of the EU should be modified incrementally, and without need for Treaty revision. Hence, a bottom-up experimentalist approach appears as a viable path towards the implementation of a twin peaks model, or, possibly as a more viable and desirable path, a hybrid model that nevertheless preserves some of its main advantages.

WG Ringe, 'Bail-in: a Post-Crisis Learning Process' in Simon Brodie (ed), Bank Resolution: Key Issues and Local Perspectives (Insol International 2019)

Following the recent global financial crisis, regulators and public policymakers worldwide have embraced the concept of bail-in, where a failing bank’s losses are not passed to the taxpayer (a bail-out) but to the bank’s investors, often through the restructuring of its balance sheet by eliminating or converting debt. First articulated in 2010, the concept of bail-in is now considered the most significant regulatory achievement in the post-crisis efforts to end the problem of too big to fail. Over the past several years, this concept has won over many supporters around the world. This chapter retraces the intellectual learning process over the past several years in designing and improving the regulatory framework for bail-in. As we will see, the basic idea underlying bail-in legislation is sound, but frameworks remain incomplete. For example, uncertainty remains as to the exact triggers for implementation of a bail-in by regulators. Added to this uncertainty is a question as to whether regulators will act in a timely manner in using their bail-in powers. In short, careful work is required to ensure that the bail-in tool achieves the purposes for which it is envisaged. More conceptually speaking, it is important to stress that the financial risk that is inherent in a bank failure does not disappear. Rather it is moved to the failing bank’s counterparties. The identity of these counterparties is thus paramount – where financial institutions hold securities in each other, the imposition of a bail-in operation may be a source of new systemic risk. Bail-in may even constitute an economic incentive to financial institutions to increase their mutual interconnectedness. Finally, bail-in remains incomplete to the extent that it does not provide for liquidity of a recapitalised bank. Where no credible backstop in the form of a lender of last resort exists who may provide liquidity during and after resolution, the bail-in operation may be neither credible nor effective. Market confidence in the bank would not come back by itself.

WG Ringe, 'The Politics of Capital Markets Union: From Brexit to Eurozone' in Franklin Allen et al (ed), Capital Markets Union and Beyond (MIT Press 2019)

European Union (EU) policymakers are currently implementing the capital markets union (CMU) agenda—a collection of individual steps that, taken together, should strengthen cross-border market integration in EU capital markets. However, the imminent departure of the United Kingdom from the EU reshuffles the cards in this project, since the absence of the United Kingdom as the continent’s most developed capital market jeopardizes the objective of creating a truly Europe-wide deep and liquid market that merits its name. This chapter argues that the purpose of the CMU project can and should be redefined. The initial thrust behind the project in 2014–2015 seems to have been to court the British public in a bid to influence the Brexit referendum. After the UK’s vote to leave, that objective no longer provides the glue that holds the CMU agenda together. Instead, I show that CMU can helpfully be redefined and reexplained in an entirely new context. Specifically, the CMU agenda provides a sensible set of measures to strengthen the architecture of the eurozone: cross-border integration of national financial markets holds the promise of promoting so-called “private risk sharing” that can serve as an important boost to reinforce the fragile framework of the common currency.

ISBN: 9780262042765

WG Ringe, 'Shareholder Activism: a Renaissance' in Jeffrey Gordon and Wolf-Georg Ringe (eds), The Oxford Handbook of Corporate Law and Governance (OUP 2018)

This chapter examines the phenomenon of shareholder activism within the context of corporate governance and its place in today’s debate on shareholders and shareholder empowerment. It first reviews the concept of shareholder activism and emphasizes the importance of the shareholder structure under which it operates before turning to the historical developments of shareholder activism, with particular emphasis on the U.K., US, and continental Europe. It then describes the various methods employed by activist shareholders and the corresponding regulatory constraints. It also discusses the impact of the global financial crisis of 2007–2011 on shareholder activism. The chapter suggests that shareholder activism has been enjoying something of a renaissance lately, with hedge fund activism becoming more refined, as well as a surge in success following the global financial crisis.

WG Ringe, 'Commentary on Articles 3 - 6 EIR' in Reinhard Bork and Kristin van Zwieten (eds), Commentary on the European Insolvency Regulation (OUP 2016)

This book provides a detailed article-by-article commentary on the recast EU Regulation on Insolvency Proceedings (EIR), written by a group of experts drawn from several European jurisdictions. The commentary is prefaced by an introductory chapter that explains the rationale for the EIR, charts the background to its enactment, and sketches its key features as originally made and as recast. The commentary that follows has been published in time to cover the long-awaited and much-debated recast Regulation which was finalised in 2015. The introduction of the recast EIR has given authors and editors the opportunity to analyse a newly drafted and modernised law, containing a highly sophisticated set of rules designed to enhance the effectiveness and efficiency of Member State insolvency laws in cross-border cases. The timing of publication will enable practitioners and scholars to equip themselves with a thorough understanding of the recast EIR ahead of full implementation in 2017. The article-by-article analysis has a multi-jurisdictional focus which reports and evaluates significant developments in the application of the Regulation across Member States. This is a key new work for all those who advise on or research European insolvency law.

ISBN: 9780198727286

Jeffrey N. Gordon and WG Ringe, 'Bank Resolution in Europe: The Unfinished Agenda of Structural Reform' in Danny Busch and Guido Ferrarini (eds), European Banking Union (OUP 2015)

This paper argues that the work of the European Banking Union remains incomplete in one important respect, the structural re-organization of large European financial firms that would make resolution of a systemically important financial firm a credible alternative to bail-out or some other sort of taxpayer assistance. A holding company structure in which the public parent holds unsecured term debt sufficient to cover losses at an operating financial subsidiary would facilitate a Single Point of Entry resolution procedure that would minimize knock-on effects from the failure of a systemically important financial institution. Resolution through such a structure would minimize run risk from short term creditors and minimize destructive ring-fencing by national regulators. Although structural reform in the EU could be achieved by supervisory implementation of the living wills requirement for effective resolution or irresistible incentives through capital charges, it would be best obtained through addition to the EUs Proposed Structural Measures Regulation now under consideration.

ISBN: 978-0-19-872730-9

WG Ringe, 'The Law of Assignment in European Contract Law' in L Gullifer and S Vogenauer (eds), English and European Perspectives on Contract and Commercial Law: Essays in Honour of Hugh Beale (Hart Publishing 2014)

The law of assignments is one of the most controversial areas of European contract law. In recent scholarship - and in political reality - attempts have been made to (i) harmonise private international law rules and to (ii) reach agreement on substantive rules. This contribution evaluates the conceptual underpinnings of both approaches and proposes a way forward to create an effective framework for assignments in Europe.

ISBN: 9781849465496

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 assignors 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

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

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), Prohibition 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 Courts 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

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, 'Deviations from Ownership-Control ProportionalityEconomic 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 lUE 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 lintervention étatique ; sortir daffaire les fonds souverains fait partie des premières réponses à la contraction économique. La crise a revivifié lancien outil protectionniste, qui était censé être surmonté dans lUE. Le renouveau du protectionnisme peut être vu dans un large éventail de mesures législatives et réglementaires : mesures empêchant les rachats étrangers incluant loctroi daides dE´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 dautres 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 laune 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.

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)

ISBN: 978-3-89949-502-7

Journal Article (29)

WG Ringe and C Ruof, 'Regulating Fintech in the EU: the Case for a Guided Sandbox' (2020) 11 European Journal of Risk Regulation 604

DOI: https://doi.org/10.1017/err.2020.8

New financial technology holds the promise of innovation and competition, challenging established products and services and frequently improving market processes. However, regulation of these new services faces a double challenge: to keep pace with innovation and facilitate new market entries while at the same time understanding and managing the regulatory risks that are involved. At this stage, the existing EU regulatory framework is of little help: the bulk of the present body of financial regulation stems from a different time, with different regulatory problems in mind. EU regulation is also very slow to change and to adapt. Therefore, this paper proposes a regulatory “sandbox” – an experimentation space – as a step towards a regulatory environment where such new business models can thrive. A sandbox would allow market participants to test fintech services in the real market, with real consumers, but under the close scrutiny of the supervisor. The benefit of such an approach is that it fuels the development of new business practices and reduces the “time to market” cycle of financial innovation, while simultaneously safeguarding consumer protection. At the same time, a sandbox allows for mutual learning in a technical field which is sometimes poorly understood, both for firms and for the regulator. This would help to reduce the prevalent regulatory uncertainty for all market participants. In the particular EU legal framework with various layers of legal instruments, the implementation of such a sandbox is not straightforward. In this paper, we propose a “guided sandbox”, operated by the EU Member States, but with endorsement, support, and monitoring by EU institutions. This innovative approach would be somewhat uncharted territory for the EU, and thereby also contribute to the future development of EU financial market governance as a whole.

WG Ringe, 'Renforcer l’architecture de la zone euro par le marché' (2020) 9 Journal des Libertés 27

The historical introduction of the Euro through the Economic and Monetary Union (EMU) was (as generally accepted) ‘flawed by birth’ in that it was risky to enter into a common currency among several sovereign countries without creating a simultaneous political union. As evidenced by the 2008/09 global financial crisis and the ensuing sovereign debt crisis, the Eurozone is especially vulnerable to shocks because there are few common risk-sharing mechanisms. Policy-makers and scholars have sought ways to overcome that problem, based mostly on fiscal (public) risk-sharing mechanisms between Member States. However, given the political backlash against budgetary constraints, austerity and transfer payments, further fiscal integration at the EU level does not seem promising. Instead, this paper proposes an alternative way forward to reinforce the Eurozone. Stabilisation could come through private instead of public risk-sharing. That involves stronger integration of financial markets across the Eurozone with the ultimate goal of providing a private, market-based ‘insurance’ mechanism against future external shocks. Building on this fundamental insight, the paper will then develop a number of concrete policy proposals to build a robust framework for the future of the Eurozone. In so doing, it goes beyond traditional economic theory and proposes specific legal institutions that are crucial to realise a market-based reinforcement of the common currency. The result will be a step change in our understanding of the Eurozone architecture and of model value in attempts to strengthen currency unions in Europe and beyond.

WG Ringe and J Patel, 'The Dark Side of Bank Resolution: Counterparty Risk through Bail-in' (2019) European Banking Institute Working Paper no 31/2019

The introduction of bail-in resolution powers to impose the costs of a large bank’s failure on its creditors (rather than on the taxpayer) is the most intriguing initiative of the post-financial crisis regulatory framework. However, a fundamental conundrum remains in the legal regime: it is unclear who should hold bank capital that is subject to bail-in. This paper argues that such regulatory agnosticism as to the ideal counterparties of bail-in-able debt facilitates the subversion of the new bail-in tool. This includes inducing banking capital investors to counterproductively choose outcomes that further systemic risk. Using a difference-in-differences methodology, we provide evidence from the introduction of bail-in powers at the Eurozone level, showing that the introduction of bail-in powers went hand in hand with a growing interconnectedness of European banks. This confirms that counterparties matter fundamentally to bail-in, in a way that might be counterproductive for the objectives of bail-in, and that this counterproductivity results within the current regulatory framework’s prescriptive paradigm. We then discuss the challenges of regulating individual entities, within the financial system ‘commons’, to optimise banking capital counterparties. In particular, we develop Coasian, as opposed to prescriptive, principles that are likely to improve the current framework by facilitate learning about and adjusting to systemic risk. This article builds upon the literature by providing an analysis of the interaction between banking capital counterparties and bail-in; identifying a significant gap in the regulatory framework; and explaining why Coasian regulatory measures are necessary.

WG Ringe and C Ruof, 'A Regulatory Sandbox for Robo Advice' (2018) EBI Working Paper No 26/2018

Robo advice, the automated provision of financial advice without human intervention, holds the promise of cheap, convenient and fast investment services for consumers – freed from human error or bias. However, retail investors have limited capacity to assess the soundness of the advice, and are prone to make hasty, unverified investment decisions. Moreover, financial advice based on rough and broad classifications may fail to take into account the individual preferences and needs of the investor. On a more general scale, robo advice may be a source of new systemic risk. At this stage, the existing EU regulatory framework is of little help. Instead, this paper proposes a regulatory “sandbox” – an experimentation space – as a step towards a regulatory environment where such new business models can thrive. A sandbox would allow market participants to test robo advice services in the real market, with real consumers, but under close scrutiny of the supervisor. The benefit of such an approach is that it fuels the development of new business practices and reduces the “time to market” cycle of financial innovation while simultaneously safeguarding consumer protection. At the same time, a sandbox allows for mutual learning in a field concerning a little-known phenomenon, both for firms and for the regulator. This would help reducing the prevalent regulatory uncertainty for all market participants. In the particular EU legal framework with various layers of legal instruments, the implementation of such a sandbox is not straightforward. In this paper, we propose a “guided sandbox”, operated by the EU Member States, but with endorsement, support, and monitoring by EU institutions. This innovative approach would be somewhat unchartered territory for the EU, and thereby also contribute to the future development of EU financial market governance.

WG Ringe, 'Bank Bail-In between Liquidity and Solvency' (2018) 92 American Bankruptcy Law Journal 299

The concept of “bailing in” a distressed bank’s creditors to avoid a taxpayer-financed public rescue is commonly accepted as one of the most significant regulatory achievements in the post-crisis efforts to end the problem of “Too Big To Fail”. Yet behind the political slogan, surprising uncertainties remain as to the viability of the concept and its optimal legal design. This paper traces the development of the bail-in concept since it was first conceived in 2010 and demonstrates that it has undergone an important conceptual metamorphosis. Bail-in, first understood as fulfilling the “redistributory” purpose of sparing taxpayers from rescuing banks, has more recently been promoted as additionally serving a “market stabilizing” function: to stem a panic and to avoid run risks. Whilst this trend is to be welcomed, it requires a number of changes to the present legal frameworks that are in place in many jurisdictions around the world. Issues to be addressed include, inter alia, to formulate appropriate criteria to trigger bail-in measures and to overcome a natural reluctance by resolution authorities to intervene and apply bail-in powers. This paper makes the case for early intervention triggers and demonstrates that liquidity provision by a lender of last resort during resolution is crucial to make bail-in credible. The paper places bail-in as a conceptual tool into the broader debate of how to deal with distressed banks and derives a number of concrete regulatory proposals.

WG Ringe, 'The Irrelevance of Brexit for the European Financial Market' (2018) 19 European Business Organization Law Review 1

Among participants in the global financial market, Brexit is commonly painted as an almost Apocalypse-like scenario. The threat of a British exit from the European Union arguably involves a significant disruption to financial integration in Europe, will threaten the pre-eminence of London as a global financial centre, and will impose significant costs on all market participants. This paper takes a different position on the significance of Brexit for the European financial market. I argue that, in reality, the impact of Brexit for financial services will be minuscule, if not irrelevant. Such optimism is grounded in the economic stakes for both sides, the UK and the EU27, in retaining the benefits of the European Single Market for financial services. Given the joint economic interests, a likely outcome of negotiations will be a solution that formally satisfies the 2016 referendum result, but in substance keeps Britain closely involved in the EU financial market. The paper borrows from past examples in EU financial market integration that saw ingenious creativity at work in facilitating a desired outcome within the existing complicated legal framework. These past experiences lead us to predict a similar approach being used for accommodating Brexit. The broader point is then that the EU financial services framework repeatedly witnesses a victory of politics or economics over law – that is, formal legal problems or structures are brushed aside when political necessities or economic exigencies so require.

ISBN: 1566-7529

WG Ringe, 'Insolvency Forum Shopping, Revisited' (2017) 3 Hamburg Law Review 38

The phenomenon of forum shopping in insolvency situations has long troubled policy makers and scholars alike. Forum shopping describes the situation where a debtor engages in regulatory arbitrage by modifying certain criteria that allow them to benefit from a different, more favourable insolvency law or jurisdiction. The European Insolvency Regulation, an instrument determining the competent courts and the applicable law in cross-border insolvency proceedings, has long sought to curb such efforts. A major reform adopted in 2015 has the specific objective of further restricting abusive versions of forum shopping, in particular by introducing a ‘suspension period’ for forum shopping activities carried out shortly before the debtor files for insolvency. This article demonstrates that these efforts fail to achieve a satisfactory response to forum shopping. Further, forum shopping with use of an English scheme of arrangement remains entirely outside the Regulation’s scope.

WG Ringe, 'Arbitrage and Competition in Global Financial Regulation The Case for a Special Resolution Regime' (2016) 1 Annals of Corporate Governance 175

Regulatory arbitrage in financial markets refers to a number of strategies that market participants use to avoid the reach of regulation, in particular by virtue of shifting trading abroad or else relocating activities or operations of financial institutions to other jurisdictions. Where this happens, such arbitrage can trigger regulatory competition between jurisdictions that may respond to the relocation of financial services (or threats to relocate) by moderating their regulatory standards. This paper develops a framework for the assessment of both phenomena in the context of financial regulation and assesses their merits. I argue that regulatory competition has many advantages over alternative global approaches, notably international harmonization of regulation, by offering a dynamic process for the discovery of efficient regulatory standards. However, the risk is that countries lower their standards solely to attract businesses and thereby impose externalities on the worldwide financial market by undermining financial stability as a global public good. Policymakers worldwide are experimenting with remedies to respond to the phenomenon. I introduce the importance of an effective special resolution regime for financial institutions to the discussion. I argue that, within limits, a credible, worldwide resolution scheme can effectively contribute to reducing the dilemma. Its main benefit would be to tackle the problem of financial stability caused by systemically important financial institutions excessive risk-taking. If such risk-taking would be judged by market discipline instead of posing a risk to global financial stability, the main downside of regulatory competition could be restrained. Within the boundaries of such a system, competition could then operate and contribute to a market-led design of financial regulation. Wolf-Georg Ringe (2016), "Regulatory Competition in Global Financial Markets — The Case for a Special Resolution Regime", Annals of Corporate Governance: Vol. 1: No. 3, pp 175-247. http://dx.doi.org/10.1561/109.00000011

J Gordon and WG Ringe, 'Resolution in the European Banking Union: A Transatlantic Perspective on What it Would Take' (2015) 115 Columbia Law Review 1297

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 FDICs 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 reachand the resolution of global financial institutions would be greatly facilitated, not least in a transatlantic perspective.

WG Ringe, 'Capital Markets Union for Europe - A Political Message to the UK' (2015) 9 Law & Financial Markets Review 5

The economic case for the recent proposal on a European Capital Markets Union is obvious. However, the name is more symbolic than real, and the substance falls short of proposing a fully unified capital market across the EU. This short paper identifies several shortcomings of the project. In particular, the unclear methodological approach of the CMU project, and the lack of a clear commitment to a European enforcement or institutional mechanism weaken the benefits of the overall concept. Instead, the merits of the proposal lie in its political importance: above all, the CMU project is an attempt to repair the relationship with the UK and to win back support from the City of London for the European Single Market. As such, the project as a whole is certainly laudable, and it might turn out to be the right step at the right time.

WG Ringe, 'Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG' (2015) 63 American Journal of Comparative Law 493

German corporate governance and corporate law are currently undergoing a major change. The old Deutschland AG, a nationwide network of firms, banks, and directors, is eroding, ownership is diffusing and the shareholder body is becoming more international than ever. This paper presents new data to support this development and explores the consequences in governance and in law that have been taken or that need to be drawn from this finding. Consistent with market-based theoretical accounts on corporate law, it finds that the changes currently underway are mainly a response to global market pressure: German banks divested their equity stakes mainly as a consequence of increased international competition. The paper extends the model of market-led change by two important observations: first, market pressure is not the only driver of legal change, but the law itself in this case contributed to facilitating competition. Notably, a taxation law reform enabled and accelerated the competition process already underway. Legal rules and market competition may thus be understood as not operating in isolation, but as forces that can be working in dialog. Secondly, the paper highlights the importance of ownership structure as an important intermediate condition in the logical order between market competition and legal change.

WG Ringe, 'Dead Man or Dead Hand? New Poison Pills in Debt' (2015) Oxford Legal Studies Research Paper 45/2015

Poison puts are contractual clauses in debt arrangements that work similar to poison pills they are triggered on a certain pre-defined moment and allow the debtholder to claim repayment of the debt, much to the disadvantage of the company. This provides a chilling effect on shareholder activism and potential takeover bids. Recent Delaware case-law suggests that the most extreme, dead hand version of such clauses might violate directors fiduciary duties. This short article develops some initial thoughts on the phenomenon and evaluates how the new poison pills would be handled under European takeover and corporate law.

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

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 shares 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, 'Corporate Mobility in the EU - a Flash in the Pan? An empirical study on the success of lawmaking and regulatory competition' (2013) 10 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, 'Independent Directors: After the Crisis' (2013) 14 European Business Organization Law Review 401

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 firms controller, but at the same time it would require them to be more accountable to (minority) shareholders.

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

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 companys 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

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

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.

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

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

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

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

ISBN: 0937-7204

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 companys 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 SEas an instrument of Community law and a symbol of the Internal Marketis not? Furthermore, the detailed procedural rules laid down in the Regulation are sometimes overprotective and may significantly reduce the attractiveness of the SEs 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 SEs 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

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

ISBN: 0959-6941

Edited Book (3)

WG Ringe and C Gortsos (eds), Pandemic Crisis and Financial Stability (EBI 2020)

Section I: The Broad Picture 1 Is the European Union going to help us overcome the COVID-19 crisis (Danny Busch) 2 COVID-19 and European banks: no time for lawyers (Wolf-Georg Ringe) 3 The COVID-19 crisis and financial regulation (Eddy Wymeersch) 4 Culutral reforms in Irish banks. Walking the walk during the COVID-19 pandemic (Blanaid Clarke) 5 Mothballing the economy and the effects on banks (Matthias Lehmann) Section II: Fiscal Response 6 European economic governance and the pandemic: Fiscal crisis management under a flawed policy process (Christos Hadjiemmanuil) 7 What recovery fund for Europe? For a dedicated equity line for business, and sound fiscal policy (Marco Lamandini, Guido Ottolenghi & David Ramos Muñoz) 8 The EU fiscal response to the COVID-19 crisis and the Banking sector: risks and opportunities (Luis Silva Morais) Section III: Banking Regulation 9 Global pandemic crisis and financial stability (Filippo Annunziata & Michele Siri) 10 Blancing macro- and micro-prudential powers in the SSM during the COVID-19 crisis (Bart P. M. Joosen) 11 The application of the EU banking resolution framework amidst the pandemic crisis (Christos V. Gortsos) 12 Lending activity in the time of coronavirus (Concetta Brescia Morra) Section IV: Capital Markets Regulation 13 Emergency measures for equity trading: the case against short-selling bans and stock exchange shutdowns (Luca Enriques & Marco Pagano) 14 Restrictions on Shareholder's Distribution in the COVID-19 Crisis: Insights on Corporate Purpose (Antonella Sciarrone Alibrandi & Claudio Frigeni)

JN Gordon and WG Ringe (eds), The Oxford Handbook of Corporate Law and Governance (OUP 2018)

There is also an online version of the Handbook at http://www.oxfordhandbooks.com/view/10.1093/oxfordhb/9780198743682.001.0001/oxfordhb-9780198743682.

----------- Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

ISBN: 9780198743682

WG Ringe, H Baum, A Fleckner and A Hellgardt 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

Book (7)

R Kraakman, J Armour, P Davies and WG Ringe and others, The Anatomy of Corporate Law (3rd edn OUP 2017)

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

ISBN: 9780198724315

WG Ringe, The Deconstruction of Equity: Activist Shareholders, Decoupled Risk, and Corporate Governance (Oxford University Press 2016)

New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.

ISBN: 9780198723035

H Fleischer, JL Hansen and WG Ringe, German and Nordic Perspectives on Company Law and Capital Markets Law (Mohr Siebeck 2015)

The volume traces back to a symposium held at the Max Planck Institute for Comparative and International Private Law in Hamburg and offers a broad comparative analysis of company and capital markets law in Germany and the Nordic states. It details the special elements of company law in Scandinavia that developed amid the twin forces of innovative experimentation and the drive for harmonization, contrasting them with the distinctive features of German company law. Further contributions deal with the newly created entrepreneur company in Germany and Denmark, as well as the role of shareholders and boards in public companies. It also contains detailed analyses of the law of company groups in Germany and the Nordic states. the volume is further rounded out with contributions on capital markets law and takeover law, including issues involving acting in concert, ownership disclosure and the interaction between the legislator and the takeover panel in Sweden.

ISBN: 978-3-16-153907-7

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.

V Triebel, M Illmer, WG Ringe and S Vogenauer, 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

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.

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 Companys 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

Case Note (3)

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 [Case Note]

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.

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

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 [Case Note]

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

Centres

Institute of European and Comparative Law

Research programmes

Oxford Business Law Blog

Research Interests

Law and Finance, Corporate Law and Governance, Financial Regulation, Insolvency Law

Options taught

Comparative Corporate Law, Corporate Insolvency Law, Principles of Financial Regulation

News articles for Wolf-Georg Ringe

05 Nov 2020

European Financial Regulation – Levelling the Cross-Sectoral Playing Field

02 Apr 2020

Fourth Oxford Business Law Blog Annual Conference

25 Feb 2020

Negative externalities of corporate behaviour

16 May 2018

The Oxford Handbook of Corporate Law and Governance book launch and conference

Blog posts by Wolf-Georg Ringe

04 Mar 2021

Machine Learning, Market Manipulation, and Collusion on Capital Markets: Why the ‘Black Box’ Matters

By Alessio Azzutti | Wolf-Georg Ringe, Faculty of Law | H. Siegfried Stiehl

Oxford Business Law Blog

19 Nov 2020

The DLT Pilot Regime: An EU Sandbox, at Last!

By Wolf-Georg Ringe, Faculty of Law | Christopher Ruof

Oxford Business Law Blog

27 Oct 2020

Building a European market for crypto-assets: Who’s afraid of Libra?

By Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

15 Oct 2020

EC Corporate Governance Initiative Series: ‘The EU Sustainable Corporate Governance Initiative—room for improvement’

By Alexander Bassen | Kerstin Lopatta | Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

08 Jul 2020

Fintech Startups and Incumbent Players Series - Bank-Fintech Partnerships, Outsourcing Arrangements, and the Case for a Mentorship Regime

By Luca Enriques, Faculty of Law | Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

22 May 2020

Covid-19: No Time for Lawyers

By Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

05 May 2020

GCGC/ECGI Global Webinar Series - How to Rescue Startups During the Pandemic

By Dorothea Ringe | Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

18 Sep 2019

Call for Papers: Fintech Startups and Incumbent Players. Policy Challenges and Opportunities

By Luca Enriques, Faculty of Law | Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

29 Mar 2019

The Dark Side of Bank Resolution: Counterparty Risk through Bail-in

By Wolf-Georg Ringe, Faculty of Law | Jatine Patel

Oxford Business Law Blog

24 Jul 2018

A Regulatory Sandbox for Robo Advice

By Wolf-Georg Ringe, Faculty of Law | Christopher Ruof

Oxford Business Law Blog

24 Feb 2017

The Irrelevance of Brexit for the European Financial Market

By Wolf-Georg Ringe, Faculty of Law

Research Collection: BREXIT

22 Feb 2017

The Irrelevance of Brexit for the European Financial Market

By Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

17 Feb 2017

The Anatomy of Corporate Law: The New Edition

By John Armour, Faculty of Law | Luca Enriques, Faculty of Law | Mariana Pargendler | Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

25 May 2016

Kornhaas and the Limits of Corporate Establishment

By Wolf-Georg Ringe, Faculty of Law

Oxford Business Law Blog

Wolf-Georg Ringe

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All publications

Chapter (20)

Journal Article (29)

Edited Book (3)

Book (7)

Case Note (3)

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Research programmes

Research Interests

Options taught

News articles for Wolf-Georg Ringe

Blog posts by Wolf-Georg Ringe

Research projects