Bøger af Thomas Bohm

Boethius gehort zu den herausragenden Denkern der spatantiken Geistesgeschichte. Anders, als man vielleicht meinen wurde, ist diese Sicht auf Boethius in der Forschung allerdings nicht unumstritten und verhaltnismaig neu. Sie lasst eine Tendenz zur Neubewertung erkennen, die nicht nur Boethius, sondern auch das Denken seiner Zeit immer mehr in seiner Eigenstandigkeit zu wurdigen beginnt. So werden Boethius wie auch die Spatantike immer weniger nur als Instanzen der Vermittlung klassisch antiken Wissens in das christliche Mittelalter angesehen. Worin aber besteht die Originalitat des Boethius und des durch ihn wesentlich gepragten spatantiken Denkens? Kann die Spatantike als eine eigene geistesgeschichtliche Epoche betrachtet werden? Wie ist sie dann zu charakterisieren? Inwiefern ist Boethius als eine oder vielleicht sogar die paradigmatische Gestalt der Spatantike zu beschreiben? Diesen und weiteren Fragen gehen die Autorinnen und Autoren des vorliegenden Sammelbandes nach.

Doctoral Thesis / Dissertation from the year 2019 in the subject Law - Civil / Private / Trade / Anti Trust Law / Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Dissertation in Law, language: English, abstract: This paper presents a reassessing the convergence thesis. It takes the adoption of the new German Corporate Governance Code 2019 ("GCGC") as an opportunity to verify the thesis whether signs of convergence of contrasting corporate governance systems towards a single model are evident. For this purpose, a comparative analysis of the GCGC and the UK Corporate Governance Code 2018 ("UKCGC") is conducted. The UKCGC and the GCGC originate from competing corporate governance systems ¿ the UK (enlightened) shareholder value model and the German stakeholder model ¿ so the two Codes are ideally suited for a comparative analysis to verify the convergence thesis. It shows that the advancing globalization has generally contributed to a shift towards an Anglo-American corporate governance pattern in European countries.Convergence is also attributable to the harmonization of national laws through EU legislation. The comparative analysis of the UKCGC and the GCGC reveals broad signs of convergence with a large number of similar corporate governance mechanisms and provisions. Nevertheless, there are still region-specific differences in the Corporate Governance Codes that can be traced to the underlying corporate governance philosophy. However, board practice demonstrates that the structural differences between the two corporate governance systems are blurring. The comparative analysis also illustrates that the Corporate Governance Codes are converging from both sides.

Essay from the year 2019 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Comparative Corporate Governance, language: English, abstract: Independent (non-executive) directors have long been regarded as an essential corporate governance instrument in monitoring and disciplining the senior executives of listed companies, both in the UK and the US. However, large corporate scandals and the global financial crisis at the beginning of the 21st century have shown that independent directors have not entirely met the high expectations placed on them. Doubts about their effectiveness in holding the management to account have arisen.On this occasion, this essay critically discusses the effectiveness of independent directors in monitoring and disciplining the senior executives in the UK and the US. By exploring the role of independent directors, particular attention is paid to the limitations of the current governance systems from a legal and practical point of view. It becomes clear that many of the shortcomings attributed to the concept of director independence have arisen precisely from the requirement to have a majority of independent directors on the board. The essay also presents proposals to improve the effectiveness of independent directors.The essay is structured as follows. Section 2 explores the origins of independent directors in the UK and the US and answers the question why managers need to be monitored by (independent) directors. Section 3 then outlines the different standards and definitions of independence in the UK and US corporate governance systems. Subsequently, section 4 goes into more detail on the monitoring role of independent directors while stating the key components for effectiveness. Section 5 critically discusses the main limitations of independent directors in monitoring and disciplining the senior executives, followed by a series of proposals to improve their effectiveness. Section 6 concludes.

Essay from the year 2019 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Company Law, language: English, abstract: Target directors have an ambiguous role in corporate takeovers. On the one hand, once a bid is imminent, they are significantly involved spending most of their time in responding to the bid and advising the shareholders whose interests the directors must primarily represent. On the other hand, they face various potential conflicts of interests as takeovers can have significant personal and professional implications on them.This essay critically assesses the role of directors in relation to takeovers of public companies. Their corporate powers are constrained by a range of rules in the Takeover Code . However, takeover regulation leaves significant room for board discretion which is therefore subject to common law and general company law. As we will see, the target directors only have an advisory role vis-à-vis the shareholders, with the latter taking the ultimate decision on acceptance of the takeover bid.The essay is structured as follows. Section 2 starts by introducing the context of takeovers of public companies followed by a brief summary of common motives for takeovers in section 3. Special emphasis is placed on the effects of the theory of the market for control on directors which at various points had an influence on the takeover regulation. Section 4 then deals with the allocation of the acceptance-decision on a takeover bid to the shareholders. In order not to interfere with this right by taking defensive measures which could frustrate a takeover bid, the Takeover Code has imposed a strict ¿no frustration rule¿ on target directors. This is covered by section 5. Reference will also be made to the respective directors¿ (fiduciary) duties under common law and company law. Subsequently, section 6 critically discusses the advisory role of the target directors when recommending a takeover offer to the shareholders, the various conflicts of interest to which they are exposed and how the takeover regulations attempt to solve them. Although the takeover regime mainly focuses on the role of target directors, section 7 outlines some of the constraints which the directors of the bidder are subject to when launching a takeover bid. Section 8 concludes.

Essay from the year 2018 in the subject Law - European and International Law, Intellectual Properties, grade: A, University of Edinburgh (Edinburgh Law School), course: European Labour Law, language: English, abstract: In this essay I will argue that the jurisprudence emerging from the CJEU in relation to key concepts of the Directive has largely been deficient. Deficient in the sense that the CJEU has not been consistent in its decisions in course of time, shifting its thinking, providing a lack of clarity and therefore leaving national courts with suboptimal legal certainty in the interpretation of the law.Since its adoption in 1977 the Acquired Rights Directive (hereinafter the ¿Directive¿) has generated a generous amount of case law, both in the national courts of the Member States of the European Union as well as at European level before the CJEU. This was owed to the vague drafting of its original provisions and the lack of clarity or definition even of key concepts such as the ¿transfer of undertakings¿. Furthermore, the way of doing business in a globalised economy has changed over the years leading to corporate restructuring and the creation of atypical contracts (e.g. leasing, contracting-out, franchising) which the European legislator may not have thought of at that time. Consequently, national courts involved in transfer of undertakings litigations have been forced to request the CJEU for preliminary rulings and interpretation in rather fact-specific matters since a settlement based solely on the law text of the Directive or the corresponding national implementation was not possible. At the end, some of the Court¿s case law itself has generated new uncertainty among the interpretation of the provisions of the Directive which has resulted in more case law. This prompted the European Council to amend the Directive in 1998 in order to reflect inter alia the case law of the CJEU and ultimately to repeal it in 2001 ¿in the interests of clarity and rationality¿. The corresponding law and the evolvement of the jurisprudence of the CJEU will be analysed in more detail below.

Essay from the year 2019 in the subject Law - Civil / Private, Trade, Anti Trust Law, Business Law, grade: A, University of Edinburgh (Edinburgh Law School), course: Company Law, language: English, abstract: In the lifecycle of a company there are situations in which the company may wish to return assets to its members. The most common option is the distribution of capital by way of a dividend. However, the company is not entirely free in this respect as the diminution of the company¿s assets would undermine creditor protection. Thus, the Companies Act 2006 provides for capital distribution rules which limit the amount a company can distribute to its members. Furthermore, the company may also consider to redeem or repurchase shares. This may be the case, for example, if the company wants to return unneeded equity capital to its members because it can finance its investments out of generated profits, or it wants to replace equity financing with debt financing. In addition, the management may want to buy out a reluctant group of shareholders, or give shareholders the opportunity to exit the company. By contrast, a company may reduce the amounts stated in the capital accounts either to reflect a diminution of the asset value or when the equity capital is over the company¿s needs. The Companies Act 2006 provides specific procedures for each of these mechanisms to ensure that the interests of creditors and shareholders concerned are adequately protected and that the capital distribution rules cannot simply be circumvented.In this essay, I will compare the legal mechanisms of redemption of shares, repurchase of shares and reduction of capital by special resolution. First of all, I will discuss the general prohibition of acquiring own shares. The following chapters then deal with the individual mechanisms and highlight the extent to which they effectively serve the principle of capital maintenance. When analysing which mechanism is the most effective one, the focus is on creditor protection, since this is ultimately the primary objective of capital maintenance. However, when considering effectiveness, the interests of shareholders as well as the practicability must also be taken into account.