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www.era.int
Banking, Financial Markets
and Company Law
european.law
Corporate Governance
for Banks in the Post-
Crisis Environment
Trier, 26-27 April 2018
Speakers
Hanne Birkmose, Professor of Law, Aarhus University*
Anna Gardella, Legal Expert, European Banking Authority,
London* Matteo Gargantini, Assistant to the Commissioner, Italian
Companies and Exchange Commission (Consob), Rome
Katarzyna Koblinska-Hillard, Company Law Team, DG
Justice, European Commission, Brussels Maria Rosa Lastra, Professor, Queen Mary University of
London* Edmund Philipp Schuster, Assistant Professor of Law, London
School of Economics; Counsel for the M&A team, Baker & McKenzie, Vienna Steven L. Schwarcz, Stanley A. Star Professor of Law &
Business, Duke University; Founding Director of Duke’s Global Financial Markets Center, Durham, North Carolina* Ignacio Tirado, Senior Legal Consultant, World Bank, Madrid
* to be confirmed
*To be confirmed
*To be confirmed
Key topics
Achieving sustainable banking through shareholder empowerment
The New Shareholder Rights Directive
The impact on shareholders of the BRRD and insolvency mechanisms
Banks and supervisors: impact of infringing independence on banks’ long-term prospects
Directors’ duties to inform and recommend
Corporate governance within the larger network of financial regulation
Banking governance beyond the EU
Language English
Event number 218D47
Organiser ERA (Maria Todorof)
With the support of the Erasmus+
programme of the European Union
Corporate Governance for Banks in the Post-Crisis Environment
Thursday, 26 April 2018
8:30 Arrival and registration of participants
9:10 Opening of the seminar
Maria Todorof
I. SHAREHOLDERS’ RIGHTS AFTER THE LATEST FINANCIAL AND POLITICAL CRISES
9:15 Keynote: European Commission
9:30 The EU Bank Recovery and Resolution mechanisms from the point of view of shareholders
The status of shareholders under the new regime
What are the possible consequences?
Further weakening of shareholders’ rights (e.g. in a resolution scenario)?
Other issues to consider Anna Gardella*
10:15 Discussion
10:30 Shareholders vs stakeholders in the wake of Brexit
The effect on secured creditors and how this would affect the price of lending
Will the UK’s exit diminish the status of shareholders on the Continent? Will shareholders’ primacy be (further) challenged in the foreseeable future?
Potential issues with minority shareholders
The French Florange Act’s effect on the market for corporate control
Has the Capital Markets Union (CMU) process failed to address minority shareholders rights?2018 Commission proposals package and proposed areas for improvement
11:15 Discussion
11:30 Coffee Break
II. ISSUES IN CONNECTION WITH INSOLVENCY
12:00 The EU insolvency creditors hierarchy: possible consequences of the Proposal for a Directive on Restructuring (COM/2016/0723)
The effect on secured creditors and how this would affect the price of lending
The link to non-performing loans: restructuring of companies to prevent bankruptcy and the requirements under the CRD IV
The 2018 Commission proposals package and proposed areas for improvement
Ignacio Tirado
12:45 Discussion
13:00 Lunch
III. SHAREHOLDERS AND FINANCIAL STABILITY: NEW LEGISLATION AND POLICY DEVELOPMENTS
14:00 (Barriers) On the road to sustainable banking in the EU
How to encourage shareholders to consider the long-term perspectives of their bank?
Suggestions to promote shareholder activism
Overcoming the victim mentality: Shareholders vs. Creditors
Recurrent supervisory issues
Competition law and financial stability: risk of excessive supervision
Public interest vs. private interest and how this conflict may shape the future of companies and company law
Hanne Birkmose*
14:45 Discussion
Objectives
To analyse the impact of post-crisis regulation on banks’ long-term performance and the state of shareholders’ rights
To explore the long-term consequences on financial stability of the current BRRD and insolvency regimes
To examine the possible barriers to sustainable banking and the link between supervision and banking governance
Who should attend?
Corporate governance and banking lawyers, shareholder associations, banking supervisors, practitioners from the banking industry.
You will learn…
About banking shareholders’ status in the new regulatory environment
The main points of the new Shareholder Rights Directive
How EU corporate governance for banks compares to the US
About the link to non-performing loans
What minority shareholders should expect after Brexit
More about directors’ duties to shareholders in the banking context
Your contact persons
Maria Todorof Course Director E-Mail: [email protected]
Nathalie Dessert Assistant E-Mail: [email protected]
15:00 The main points of the new Shareholder Rights Directive (2017/828)
How does the revised Act fit within the current regulatory narrative?
How is the interaction between shareholders and companies approached?
Issues of transparency; what should be disclosed?
Provisions on remuneration and related party transactions
The upcoming implementing Acts – what to expect? Matteo Gargantini
15:45 Discussion
16:00 Coffee break
IV. EFFECTIVE CORPORATE GOVERNANCE FOR FINANCIAL STABILITY
16:30 Aspects of the interaction between EU supervisors and EU banks
Infringing on banks’ independence? A view of the possible consequences
FinTech impacting bank governance: increased short-termism, deposit runs in times of crisis, governance benefits of algorithmic and high-frequency trading
The role of supervisors during periods of stability and crises
17:15 Discussion
17:30 End of first seminar day
19:00 Guided Tour of Trier
20:00 Dinner
Friday, 27 April 2018
09:30 Directors’ duties to shareholders in the banking context
Directors’ duty to inform and recommend how to vote in shareholder resolutions
The Lloyds Bank case
Directors’ duties in bank takeovers and shareholder protection in the EU and beyond
Edmund Schuster
10:15 Discussion
10:30 Corporate governance under the new EU banking legislation
Corporate governance under the CRD IV rules
The CRD IV reshaping bank boards and liabilities of their members
Amended rules for bank-like institutions: the Commission’s December 2017 proposal on supervision of investment firms (COM(2017)791)
MiFID II: corporate governance aspects of the provisions concerning management body, compliance, conflict of interest and product governance
Katarzyna Koblinska-Hillard
11:15 Coffee break
11:30 Cross-border corporate governance
The US approach to corporate governance
Banking insolvency in a cross-border context
Are there lessons to be learnt from the comparison? Maria Rosa Lastra*
12:15 Discussion
12:30 End of seminar and light lunch
For programme updates: www.era.int
Programme may be subject to amendment.
Discover Trier
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e-Learning
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Vanessa Knapp, September 2016 Employee Co-Determination: An Overview of Co-Determination Regimes across the EU
Till Wansleben, September 2016
www.era.int/elearning
Registration
Corporate Governance for Banks in the Post-Crisis Environment
Trier, 26-27 April 2018 / Event Number: 218D47
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