2008年8月23日 星期六

An Ouilie of Master Thesis at University Maastricht

Index

1. Introduction

1.1 Background

1.2 Questions

1.3 Research Arrangement

1.4 Research Approach

2. Board Choice of The European Company

2.1 A Short History Regarding The Evolvement of SE’s Board Structure

2.2 Less Uses of SE in Practice

2.2.1 The Requirement of The Negotiating Process

2.2.2 The Participation of Non-EU Company

2.3 Board Structures in Europe

2.3.1 Unitary Board (British)

2.3.1.1 Merits

2.3.1.2 Demerits

2.3.2 Two-Tier Board (Germany)

2.3.2.1 Merits

2.3.2.2 Demerits

2.3.2.3 A Empirical Study As Regard Two-Tier Board in France

2.3.2.4. Possible Solution of Two –Tier Board in Germany

2.4 The Justifications of Allowing The Options of Board Structures

2.5 The Provisions of SE As Regard Board Defects

2.5.1 Duration and Removal

2.5.2 Board Secrecy and Member Liability

2.6 Implementing The Alternative SE Board Model in The Member States

2.6.1 The Situation in the Traditional One-Tier Board States

2.6.2 The Situation in The Traditional Two-Tier States

2.7 A Short Conclusion

3. The Implementation of Board Choice in Member States of EU

3.1 General Framework

3.2 The Netherlands

3.2.1 Structure Regime for Large Company

3.2.2 One-Tier Board

3.3 Germany

3.3.1 General Framework

3.3.2 One-Tier Board: The Role of Managing Directors

3.3 The United Kingdom

3.3.2 Two-Tier Board

4. Traditional Discussion of Regulatory Competition in the U.S.

4.1 General Framework

4.2 The Opponents of State Competition

4.2.1 The Doubt of Existence of State Competition

4.2.2 The Diffusion of Statutory Innovation Unrelated to State Competition

4.2.3 The Phenomenon of Race for Bottom

4.3 The Proponents of State Competition

4.3.1 The Relation Between State Competition and Statutory Diffusion

4.3.2 The Phenomenon of Race for Top

4.4 A Short Conclusion

5. Board Competition Incurred by the Regulation of SE

5.1 General Framework

5.2 Board Competition in Legal Structure and Theory Assumptions

5.3 Legal Limits of Board Competition in Europe

5.4 A Short Conclusion: Race for Top or Race for Bottom

6. Conclusion

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