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| 2. |
- Andersen, Paul Krüger, et al.
(författare)
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Response to the Proposal for a Directive on Corporate Sustainability Due Diligence by Nordic and Baltic Company Law Scholars
- 2022
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Annan publikation (övrigt vetenskapligt/konstnärligt)abstract
- On February 23, 2022, The EU Commission published its Proposal for a Directive of the European Parliament and of the Council on Corporate Sustainability Due Diligence and amending Directive (EU) 2019/1937 (“CSDDD” or “the Proposal”). The purpose of the Proposal, to further the “Union’s transition to a climate-neutral and green economy in line with the European Green Deal and in delivering on the UN Sustainable Development Goals”, is of great importance, and the Commission’s initiative is therefore commendable. However, it is our firm opinion that the Proposal should not be enacted in its present form, and that if it were to be, it would not only damage European businesses but also run the risk of having an adverse effect on both the transition to a climate-neutral economy as well as the goal of delivering on the UN Sustainable Development Goals. This is to a large extent because many of the Proposal’s provisions are excessive, unfounded and disproportionate and as such in violation of the fundamental principles of subsidiarity and proportionality safeguarded by Art. 5 TEU as well as having a questionable basis in Art. 50 TFEU. Furthermore and in regard of procedure, we find that the presentation of the Proposal by the Commission represents a disregard for the principles of better regulation that should not pass unnoticed and must be observed in the future to maintain trust in the legislative process of the Union.In this response to the consultation, we have presented an analysis of the key issues of the Proposal from a corporate governance perspective. We have divided the response into two parts: one on the pure corporate governance parts of the Proposal (article 15, 25 and 26) and one of the due diligence parts of the Proposal. With regards to the corporate governance parts of the Proposal, our conclusion is that they, by and large, should not be included in the proposed directive at all. Including them would in several ways be in breach of the EU principles on subsidiarity and proportionality, but perhaps more importantly, they are not only unsubstantiated by available empirical evidence on corporate behaviour, but also refuted by what we know. There is also good reason to believe that the proposed rules on director’s duties and environmental remuneration would risk decreasing the effectiveness of the stock markets within the EU contrary to the goal of a Capital Market Union, which also risk slowing down the necessary transition to a green economy and the goals of the EU Green Deal. The regulation necessary for the Capital Market Union and the EU Green Deal should complement each other, not collide as would be the outcome if the Proposal is adopted in its present form.With regards to the due diligence parts of the Proposal, our criticism is limited to corporate governance aspects and far less fundamental. We primarily believe that grounds for harmonisation needs further consideration in the present very challenging times, that Article 22 on Civil Liability might in several ways be counter-productive to the goals of the Proposal, that the effects on SMEs as well as for the financial companies included covered by the Proposal warrants further analysis, that the choice to focus the Proposal on individual companies instead of company groups needs to be reviewed, and that a risk based approach should be taken rather than an approach were companies are unable to focus their efforts to where they can be most effective. Overall, these issues can be worked out, but if they are not, then the proposed directive would not only have a severe adverse impact on EU companies and possibly capital markets, but might actually hinder EU companies from acting in the way that the Proposal aims for them to do.This joint response to the public consultation is made by a group of Nordic and Baltic company law scholars who, although we may not agree on every detail, do share the main arguments and grave concerns expressed here.
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- Harnesk, Karin, et al.
(författare)
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Vra4 Congenic Rats with Allelic Differences in the Class II Transactivator Gene Display Altered Susceptibility to Experimental Autoimmune Encephalomyelitis
- 2008
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Ingår i: Journal of Immunology. - : The American Association of Immunologists. - 0022-1767 .- 1550-6606. ; 180:5, s. 3289-96
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Tidskriftsartikel (refereegranskat)abstract
- Presentation of Ag bound to MHC class II (MHC II) molecules to CD4+ T cells is a key event in adaptive immune responses. Genetic differences in MHC II expression in the rat CNS were recently positioned to allelic variability in the CIITA gene (Mhc2ta), located within the Vra4 locus on rat chromosome 10. In this study, we have examined reciprocal Vra4-congenic strains on the DA and PVGav1 backgrounds, respectively. After experimental nerve injury the strain-specific MHC II expression on microglia was reversed in the congenic strains. Similar findings were obtained after intraparenchymal injection of IFN-gamma in the brain. Expression of MHC class II was also lower on B cells and dendritic cells from the DA.PVGav1-Vra4- congenic strain compared with DA rats after in vitro stimulation with IFN-gamma. We next explored whether Vra4 may affect the outcome of experimental autoimmune disease. In experimental autoimmune encephalomyelitis induced by immunization with myelin oligodendrocyte glycoprotein, DA.PVGav1-Vra4 rats displayed a lower disease incidence and milder disease course compared with DA, whereas both PVGav1 and PVGav1.DA-Vra4 rats were completely protected. These results demonstrate that naturally occurring allelic differences in Mhc2ta have profound effects on the quantity of MHC II expression in the CNS and on immune cells and that this genetic variability also modulates susceptibility to autoimmune neuroinflammation.
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| 4. |
- Karlander, Lars-Erik, 1950-, et al.
(författare)
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Severe contusion of the femoral vessels in rats alters tissue oxygenation and microvascular blood flow regulation in the skeletal muscles of the limb
- 2000
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Ingår i: Journal of Trauma - Injury, Infection and Critical Care. - 1079-6061. ; 48:2, s. 286-291
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Tidskriftsartikel (refereegranskat)abstract
- Background: Severe contusion of an artery often presents clinical problems in that it affects flow distal to the injury. However, the effect of a contusion on the microvascular flow regulation in the distal part of the limb is still largely unknown. Methods: A multipoint microelectrode technique was used to assess both tissue oxygenation (P(t)O2) and microflow (hydrogen clearance) on the skeletal muscle surface in a standard contusion injury to the femoral vessels in rats. Results: A significant increase in and an altered distribution of (P(t)O2) as well as a reduction in and altered distribution of microflow on the muscle surface distal to the injury was found in all animals (n = 27) compared with the uninjured control leg. These findings could not be reproduced experimentally by sympathectomy or when the adjacent skeletal muscle alone was injured. Conclusion: The results suggest that the changes observed distal to the injury are of vascular origin, possibly as a result of endothelial damage at the site of the contusion.
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| 7. |
- Lidman, Erik, 1991-
(författare)
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Finns det en värdepappersmarknadsrättslig princip om likabehandling av obligationsinnehavare?
- 2023
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Ingår i: Juridisk Tidskrift. - 1100-7761 .- 2002-3545. ; 2023/24:4, s. 796-809
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Tidskriftsartikel (refereegranskat)abstract
- En central princip för kollektiva investeringar är likabehandling. I aktiebolagsrätten och på aktiemarknaden, där detta kanske är som tydligast, betraktas kravet på likabehandling av aktieägare som en rättsgrundsats, och innebörden av kravet är i svensk rätt väl utvecklad. På företagsobligationsmarknaden gäller också ett krav om likabehandling av obligationsinnehavare. På detta område är emellertid innebörden av likabehandlingskravet mycket sparsamt behandlad i rättskällorna, och rättsläget är oklart. I artikeln analyseras innebörden av kravet på företagsobligationsmarknaden i syfte att klargöra om det finns en allmän princip om likabehandling som gäller i relationen mellan emittent och obligationsinnehavare, samt att skapa en bättre förståelse kring rättsläget.
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| 9. |
- Lidman, Erik, 1991
(författare)
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Kontrollägande och uppköpsreglering - Likabehandling vid offentliga uppköpserbjudanden och effekterna i bolagsstyrningen
- 2020
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Doktorsavhandling (övrigt vetenskapligt/konstnärligt)abstract
- A question of growing importance in the corporate governance debate is shareholder engagement in listed companies, and in a legal context, what regulatory interventions that can be made to increase shareholder engagement. This thesis examines this question in relation to the regulation of takeovers, with the purpose of analysing how the takeover-rules affect the conditions for shareholder engagement in listed companies. The author first analyses the functions of the shareholders in corporate governance, as intended by the rulemaker. Six functions are identified: voting on the general meeting, general monitoring of the board, monitoring management remuneration, overseeing related party transaction, engaging in dialogue with the board and, when applicable, adapting governance to the required level of entrepreneurialism. The author then identifies five antecedents for shareholders to exercise these functions: sufficiently large holdings in individual companies, sufficient large holdings in relation to the shareholders’ equity portfolios, adequate knowledge for shareholder engagement as well as an organisation that allows engagement, that shareholders can acquire compensation for the costs of engagement, and that there is a sufficiently well-functioning market for corporate control. Based on these antecedents, an analysis of whether the takeover-rules have a negative impact on shareholder engagement is presented. The conclusion is that the mandatory bid rule and the restrictive rules on premiums for superior voting shares can be assumed to have a negative impact on shareholder engagement. The mandatory bid rule and the rules on premiums for superior voting shares are then analysed from a contractarian perspective. The conclusion of this analysis is that while the rules on mandatory bids as well as restrictions on voting premiums seem to be in line with the principles of company law, and therefore from a contractarian perspective are in line with the protection that shareholders in a company can reasonably expect to receive, there is room to soften the rules to facilitate shareholder engagement without risking to undermine the purpose of the capital market regulation by increasing the threshold for the mandatory bid rule to 40 percent, and by allowing limited premiums for superior voting shares.
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| 10. |
- Lidman, Erik, 1991, et al.
(författare)
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London Allowing dual class Premium listings: A Swedish comment
- 2022
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Ingår i: Journal of Corporate Law Studies. - : Informa UK Limited. - 1473-5970 .- 1757-8426. ; 22:1, s. 83-114
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Tidskriftsartikel (refereegranskat)abstract
- In the UK Listing Review it is suggested that the LSE should allow companies with dual class share (DCS) structures to list on the Premium segment. In this paper, we discuss this proposal. First, we present an overview of the DCS-debate together with the proposition in the Review to allow for DCS-listings under certain conditions. Second, we discuss the arguments that are made against DCS-listings. For the sake of comparison and reference, we then give an overview of the Swedish DCS-regulation. From there, we discuss the conditions for DCS-listing recommended in the Review. Our conclusion is that several of the DCS-listing conditions suggested might not only hinder DCS-structures from being useful for companies that wish to utilise such structures but would in several cases disable the corporate governance mechanisms that would otherwise counteract several of the problems that DCS-structures can give rise to, most prominently the market for corporate control.
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