The Corporate Governance Review - Edition 6

Willem J L Calkoen
  • Editor:
  • Willem J L Calkoen
  • NautaDutilh

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In this sixth edition, we can see that corporate governance is becoming a more vital and all-encompassing topic with each year that passes. We all realise that the modern corporation is one of the most ingenious concepts ever devised. Our lives are dominated by corporations. We eat and breathe through them, we travel with them, we are entertained by them, most of us work for them. Most corporations aim to add value to society and they very often do. Some, however, are exploiting, polluting, poisoning and impoverishing us. A lot depends on the commitment, direction and aims of a corporation’s founders, shareholders, boards and management and employees. Do they show commitment to all stakeholders and to long-term shareholders, or mainly to short term shareholders? There are many variations on the structure of corporations and boards within each country and between countries. All will agree that much depends on the personalities and commitment of the persons of influence in the corporation.

Each country has its own measures; however, the chapters of this book also show a convergence. The concept underlying the book is of a one-volume text containing a series of reasonably short, but sufficiently detailed, jurisdictional overviews that permit convenient comparisons, where a quick ‘first look’ at key issues would be helpful to general counsel and their clients.

About the Editor

Willem Calkoen has worked for many years in mergers and acquisitions – both public offers and private transactions – and in securities law, and now specialises in corporate governance.

He graduated from Utrecht University in 1970 and served as a naval reserve officer until 1972, when he joined NautaDutilh. He became a partner in 1980. He was chair of the Corporate M&A Committee of the Section on Business Law (SBL) of the International Bar Association from 1988 to 1992; an officer of the SBL from 1993 to 1998; and chair of the SBL from 1997 to 1998.

Mr Calkoen publishes regularly on topics such as joint ventures and corporate governance. He has been highly recommended in Pritchard’s European Legal 500 and listed in Who’s Who Legal for the Netherlands under M&A and corporate governance. He is acknowledged by European Legal Experts as a corporate and commercial expert.

On 11 October 2011 Mr Calkoen defended his thesis, a comparative book on the corporate governance practices in the United Kingdom, the United States and the Netherlands.

On 11 October 2011 Mr Calkoen defended his thesis, a comparative book on the corporate governance practices in the United Kingdom, the United States and the Netherlands.


The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book:

Editor's Preface

  • Willem J L Calkoen
  • NautaDutilh


  • John Williamson-Noble and Tim Gordon
  • Gilbert + Tobin


  • Martin Abram and Clemens Ph Schindler
  • Schindler Rechtsanwälte GmbH


  • Elke Janssens and Virginie Ciers
  • NautaDutilh


  • Jorge Inchauste and JoséBernal
  • Guevara & Gutiérrez


  • Marcelo Viveiros de Moura and Marcos Saldanha Proença
  • Pinheiro Neto Advogados


  • Andrew MacDougall, Robert Yalden and John Valley
  • Osler, Hoskin & Harcourt LLP


  • Sherry Gong and Sarah Zhang
  • Hogan Lovells International LLP


  • Stella Strati and Angeliki Epaminonda
  • Patrikios Pavlou & Associates LLC


  • Jacob Christensen, Søren Toft Bjerreskov and Nicholas William Boe Stenderup
  • Plesner Law Firm


  • Klaus Ilmonen, Antti Kuha, Anniina Järvinen and Jesse Collin
  • Hannes Snellman Attorneys Ltd


  • Didier Martin
  • Bredin Prat


  • Carsten van de Sande and Sven H Schneider
  • Hengeler Mueller Partnerschaft von Rechtsanwälten mbB


  • Evy C Kyttari and Sofia Kizantidi
  • Tsibanoulis & Partners


  • Rodolfo Alegría and Rodrigo Callejas A
  • Carrillo y Asociados


  • Murali Ananthasivan and Lalit Kumar
  • J Sagar Associates


  • Paul White
  • A&L Goodbody


  • Mitsuhiro Harada and Tatsuya Nakayama
  • Nishimura & Asahi


  • Margaretha Wilkenhuysen and Steven van Waas
  • NautaDutilh Avocats Luxembourg S.à r.l.


  • Alberto Saavedra, Alfonso Monroy and Pablo Garza
  • Santamarina y Steta, SC


  • Hugo Meyer van den Berg and Chastin Bassingthwaighte
  • Koep & Partners


  • Geert Raaijmakers and Jos Beckers
  • NautaDutilh NV


  • Gudmund Knudsen and Erik Langseth
  • Advokatfirmaet BA-HR DA


  • Francisco Brito e Abreu and Joana Torres Ereio
  • Uría Menéndez – Proença de Carvalho


  • Silvana Ivan and Olga Cobăsneanu
  • Ţuca Zbârcea & Asociaţii


  • Danil Guryanov, Denis Morozov and Bogdana Shtoma
  • Herbert Smith Freehills CIS LLP


  • Carlos Paredes and Rafael Núñez-Lagos
  • Uría Menéndez


  • Björn Kristiansson, Caroline Folke, Sanna Böris and Per Samuelsson
  • Hannes Snellman Attorneys Ltd


  • Rolf Watter and Katja Roth Pellanda
  • Bär & Karrer AG and Novartis AG


  • Stephen C Wu, Benjamin Y Li and Derrick C Yang
  • Lee and Li Attorneys-at-Law

United Kingdom

  • Andy Ryde and Murray Cox
  • Slaughter and May


  • Adam O Emmerich, William Savitt, Sabastian V Niles and S Iliana Ongun
  • Wachtell, Lipton, Rosen & Katz

United States: Delaware

  • Ellisa O Habbart and Michael S Swoyer
  • The Delaware Counsel Group LLP

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