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The rules on takeover bids are generally considered to be an important factor within the debate on corporate governance. The risk of a takeover bid – and of a consequent change in company control – should motivate a company’s board to act in the best interests of the shareholders (the so-called disciplinary mechanism). The European rules on takeover bids are enshrined in Directive 2004/25/EC (which is also known as the Thirteenth Directive on Company Law), which applies to bids for securities of companies (issuers) governed by the laws of Member States. In this chapter the author analysed the European rules on takeover bids and highlighted certain national options for implementing the Directive, although a revision of the European Directive, which will be based, among other things, on an examination of the advantages and disadvantages of its application, has been under way since 2004. The chapter also considered the revisions currently being proposed by the European Commission and the European Parliament.

In this chapter, we explore the legal framework of AGMs of listed companies in Europe, which forms the foundation for the empirical analyses in the subsequent chapters. We consider the decision-making rights, information rights (including forum rights) and procedural rights of shareholders at the European level. As this chapter shows, only a small part of the legal framework of AGMs is harmonized at the European level and this harmonization mostly consists of procedural rights. The recently adopted amended Shareholder Rights Directive will introduce more material European rights such as a say on pay.

This chapter aims the research whether the application of European Directive, Markets in Financial Instruments Directive (MiFID), had any significant effects on the European Capital Markets and the progress of the European Integration. This new regulation specifies the tasks and responsibilities of the supervisory authorities of the Member State of origin and the host Member State, in order to enhance the certainty of effectiveness of cross-border transactions supervision and to reduce the risk of imposing unnecessary legal reforms from the host Member State on investment firms which perform cross-border transactions. It has been concluded, among others, that the aligning of the national regulatory approaches to a common European regulatory system is quite necessary. It is finally concluded that MiFID will contribute to reduce problems at country level as the previous experience of the Investment Services Directive, where the European investments and economies of Member States were based mainly on the level of ‘country’ and not of the ‘sector’. An effective capital entrepreneurship market is a strategically important element in the development of new and innovative businesses, encouraging entrepreneurship, increasing the productivity and maintaining high economic growth rates in Europe. Currently, European venture capital market is much less effective than that of the US market, for example. Therefore, in this area, should be specified the priorities that will lead to new initiatives.

The authors have examined the developments in law and in practice concerning integrated reporting. An integrated report combines the most material elements of information about corporate performance (re: financial, governance, social and environmental functioning) – currently reported in separate reports – into one coherent whole. The authors first explore the motivation of companies and legislators to introduce integrating reporting. Next, they analyse how integrated reporting can be supported by legislation thereby taking into account the existing regulatory environment.

Literature study; desk research, analysing integrated reports; organisation of an international academic conference (30 May 2012 in Rotterdam, the Netherlands).

EU law needs adjusting in the field of corporate annual reporting. Although integrated reporting is currently being explored by some frontrunners of the business community and is being encouraged by investors, the existing legal framework does not offer any incentive, nor is uniformity and credibility in the reporting of non-financial information stimulated. The law gives scant guidance to companies to that end. The authors argue that amending the mandatory EU framework can support the comparability and reliability of the corporate information. Moreover, a clear and sound EU framework on integrated corporate reporting will assist international companies in their reporting. Presently, companies have to comply with various regulations at an EU and a national level, which do not enhance a holistic view in corporate reporting. The authors provide options on how to do this. They suggest combining EU mandatory corporate reporting rules with the private regulatory reporting regime developed by the Global Reporting Initiative (GRI).

Focus on EU and Dutch corporate reporting laws, non-legislative frameworks, and corporate practices of frontrunners.

The chapter can provide guidance to policymakers, companies and other stakeholders who want to form an opinion on how to legally support integrated reporting. It addresses important questions, especially concerning how European and domestic legislation could be adjusted in order to (i) reflect the newest insights regarding corporate transparency and (ii) become an adequate framework for companies with added benefits for financiers and investors. Moreover, it reports on the benefits of integrated reporting for reporting companies. The authors argue that integrated reporting can be a critical tool in implementing corporate social responsibility (CSR) in the main corporate strategy of a company.

Soil is a non-renewable and increasingly deteriorating resource, yet it is barely protected by European Union (EU) legislation. This constitutes a puzzling gap within the otherwise encompassing and progressive environmental policy of the EU. To explain the integration resistance of soil protection, I draw on insights from rationalist and sociological institutionalist theory. The institutional rigidity of the community method of environmental decision-making limits policy change to favorable interest constellations, but this constraint is usually compensated by agenda competition among the national environmental pioneers. However, successful agenda-setting depends on the skillful combination of political venues and issue frames. Matters of land politics, such as soil protection, are difficult to frame in terms that make them suitable for European policy venues. The theoretical argument is illustrated using an in-depth case study of the agenda-setting, negotiation, and eventual withdrawal of the ill-fated proposal for an EU soil framework directive, with a focus on the changing role of Germany. Reframing of soil politics as locally bound and as essentially national affair, subnational actors extended the conflict to include the German federal chamber as policy venue. As a result, Germany turned from “pusher by example” and first mover to “defensive front-runner,” successfully pursuing a blocking strategy.

The requirement of full cost recovery for water services including environmental and resource costs in accordance with the polluter pays principle in Art. 9 EU-Water Framework Directive is a unique provision in the history of the European environmental law. The wording of the provision is a compromise between the Council's and the Parliament's versions that mirrors different conceptual ideas on how to internalize environmental and resource costs. Art. 9 now contains a two-step concept for the achievement of the aim. The uniform implementation of the full cost-recovery calls for common accounting standards for the calculation of financial cost and a common methodology for the estimation of environmental and resource costs on the European level. In Germany, the requirements of the first step are partly fulfilled, but necessities of the second step are not being met at the moment.

The chapter shows how globalization and the IFRSs have affected the development of financial accounting and reporting in Estonia. This is interpreted through institutional theory.

The theoretical framework takes into account the prior papers published using institutional theory for defining pressures affecting the development of financial reporting model. The discussion part is presented in three sub-sections. Coercive institutional pressure is analyzed using Estonian accounting legislation from 1990–2012 and normative pressure by focusing on the impact of Big 4 audit companies in the Estonian context. The authors also give an overview of mimetic institutional pressures. As a methodological technique literature review and document analysis are used.

In the context of coercive institutional pressure the development of accounting legislation in Estonia has been mostly influenced by the IFRSs and European Union. In the light of recent events it seems that Estonia has the opportunity to follow its own way deciding which accounting principles should be applied to SMEs. Mimetic institutional pressure affecting Estonian accounting system is International Accounting Standards Board (IASB), which practices Estonian Accounting Standards Board (EASB) copies. Normative institutional pressures influencing the development of the Estonian accounting system are the Big 4 audit firms.

Although using institutional theory to interpret the development of financial reporting framework is not new its application is underexplored in the context of post-Soviet countries such as Estonia. The chapter potentially contributes to the accounting reforms evidence in emerging economies.

Introduction: Nonfinancial reporting is the way in which a company provides information to stakeholders on the social, environmental, and economic impact and performance of its past and present activities. Aim: The objective of the chapter is to analyze the stage and the way of implementation of the requirements of the Non-Financial Reporting Directive by the Romanian companies. Method: In order to carry out the study, we analyzed, structured, and synthesized the public information in order to identify companies that have the obligation to report, thus 721 companies were identified with more than 500 employees on December 31, 2019. Results: The main identified characteristics of the companies consisted in the fact that most of them carried out the activity in the manufacturing industry, had their headquarters in the Bucharest-Ilfov region, most of the companies operating according to Company Law were not listed on the stock exchange. Regarding the financial indicators, 81% of companies registred profit and 52% had a turnover of more than 50 million euros. Regarding the manner of application of the Directive requirements, from the analyzed sample of 22 companies listed on the stock exchange, it was found that 41% of the companies chose to present the nonfinancial information in a separate report. Conclusion: The level of compliance with reporting requirements is still uncertain, as for most companies the information are not public, only listed companies are concerned with improving reporting. İmplications and Originality of the Chapter: The study may be a benchmark in further analysis of the transparency of nonfinancial information conducted by companies and may help in future analysis of their evolution over time.