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Otto Hahn Group on Financial Regulation

Members of the Group

Felix Konstantin Bassier
Corinna Coupette
Andreas M. Fleckner (Head)
Miguel Gimeno Ribes
 
Amin Kachabia
Philipp Aron Leimbach
Johannes Liefke
Daniela Pfeuffer (PA)
 

Alumnae

Zoë Seiferlein

Irmela Sennekamp

Guests of the Group

David Ciepley
Andreas Engert
Elizabeth Howell
 
Philipp Lassahn
Mihoko Sumida
Andrew F. Tuch
 

 

Projects

In Defence of Short Selling

Most investors buy securities, wait for their price to rise, and then sell them. Short sellers trade in reverse order: They sell securities, wait for their price to fall, and then buy them. Short selling is as old as exchange trading. So are statements condemning short selling, and rules restricting or banning the strategy. It came as no surprise, then, that at the height of the financial crisis, policymakers in many jurisdictions launched another wave of short selling constraints. One of our research projects, in contrast, defends short selling. Empirical studies show that short selling has positive effects, i.e., boosts liquidity, prevents overpricing, and reduces volatility. Policymakers would be well-advised to evaluate those studies, team up with their authors, and initiate a change of course. Short selling should be encouraged rather than restricted. (Corinna Coupette, Andreas Martin Fleckner; project language: English)

Contributory Negligence of Investors

According to a well-established doctrine in German case law, misled investors will generally receive full recovery of damages even if the harm they suffered was caused or aggravated by their own negligence. In legal scholarship, this doctrine has been met with almost unanimous approval. Upon closer inspection, however, it is all but clear that the rules on contributory negligence, which directly or indirectly apply in almost all areas of life, should be disregarded just because the claimant happens to be an investor. This is the starting point of our research project. We analyse all decisions by the German Supreme Court that discuss contributory negligence of investors, sift through the works of the most influential commentators, and contrast our findings with the rationale of the rules on contributory negligence. (Andreas Martin Fleckner, Johannes Liefke; project language: German)

The Interplay of Corporate and Securities Law: The Example of Delisting

Corporate law and securities law sometimes further different legal objectives. As a result, the same situation may be regulated in two distinct ways, depending on its classification either as a problem of corporate law or of securities law. A telling example is the case that a publicly traded company decides to go private (delisting). As one of our research projects shows, the two parallel universes of corporate and securities law may be brought together with the help of finance scholars. Their empirical studies demonstrate that stock prices drop following the delisting announcement, notwithstanding the fact that the fundamental value of the shares remains basically the same. How can we explain this finding? And how should the law respond to it? (Miguel Gimeno Ribes; project languages: German, Spanish)

Shareholder Voting Pools

Members of parliament caucus to gain influence. Shareholders of listed firms choose a similar approach when they form voting pools. “Party discipline” is achieved through contractual provisions that stabilise the pool. Little is known, however, about how exactly shareholders institutionalise their influence. In his PhD thesis, Johannes Liefke seeks to close this  gap. The analysis commences by collecting empirical and anecdotal evidence:  Who are the shareholders typically forming voting pools? What objectives do they have? What contractual mechanisms do they choose to reach them? On these grounds, chances and challenges of shareholder voting pools for both the firm and the capital market are assessed  from an economic perspective. This analysis helps evaluate how shareholder voting pools should be treated by German corporate, securities, and group law. (Johannes Liefke; project language: German)

The Birth of Germany’s Securities Law

Germany’s securities law is believed to be young. German policymakers traditionally relied on corporate law, it is said, and only enacted securities law provisions when European provisions and the competition with Anglo-American jurisdictions required it. As for many standard narratives, there is some truth in it - but only for the past few decades. In fact, if earlier periods are included, Germany’s securities law will appear to be older than Germany’s corporate law. This, of itself, is an important finding that helps better understand both the concept and the history of these closely linked fields of law. Yet, the very beginning of Germany’s securities law also brings an issue to light that could hardly be more topical today. For Germany’s first securities law was a response to losses suffered by Prussian investors in Spanish government bonds. Whether and how policymakers should react in the face of such losses, is a classical theme of securities law that recurs time and again. (Andreas Martin Fleckner, Miguel Gimeno Ribes, Philipp Aron Leimbach; project languages: German, Spanish)

 

 

Working Papers
Publications

Corinna Coupette/Andreas M. Fleckner, Quantitative Rechtswissenschaft, in: JZ – Juristenzeitung 73 (2018), pp. 379–389.

Andreas M. Fleckner, Die Börsengeschäftsbedingungen, in: ZHR – Zeitschrift für das gesamte Handelsrecht und Wirtschaftsrecht 180 (2016), pp. 458-521.

Andreas M.  Fleckner, Regulating Trading Practices, in: The Oxford Handbook of Financial Regulation, Oxford: Univ. Press (2015), pp. 596-630 (SSRN).

Miguel Gimeno Ribes, Operaciones apalancadas, irregularides contables y concurso, in: RDS – Rivista di Diritto Societario 1 (2017), pp. 225-239.

Miguel Gimeno Ribes, La exclusión voluntaria de la contización bursátil, in: RDBB - Revista de Derecho Bancario y Bursátil 145 (2017), pp. 91-153.

Miguel Gimeno Ribes, Hipoteca de inmueble y competencia de la junta general, in: RJN – Revista Jurídica del Notariado 97-98 (2016), pp. 365-386.

Miguel Gimeno Ribes, Caracterización jurídica de las acciones y de las participaciones (II). Copropiedad y derechos reales. Negocios sobre las propias acciones y participaciones, in: Derecho de Sociedades de Capital, Madrid: Marcial Pons (2016), pp. 151-181.

Miguel Gimeno Ribes, Endeudamiento empresarial y fusión de sociedades. Constribución al estudio de la fusión apalancada, Madrid: Marcial Pons (2015), p. 433.

Irmela Sennekamp, Der Diskurs um die Abgrenzung von Kartell- und Regulierungsrecht, Tübingen: Mohr Siebeck (2016), XV + p. 214.