Company Law: A Real Entity Theory (Oxford University Press, 2021)
This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making.
The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations.
The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.
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Property in Securities (Cambridge University Press 2007)
Micheler analyses the property law of securities, addressing the rules governing transfers of securities, including unauthorised transfers, equities arising out of defective issues, and the holding of securities through intermediaries. The book presents an account of the English, German and Austrian regimes. It has been written with a view to explaining the German and Austrian regime to readers with a common law background and to explaining the English regime to readers with a civil law background. Micheler also aims to determine whether globalisation will cause the two different approaches to converge. It concludes that the respective rules in all three jurisdictions have historically evolved consistently with incumbent legal doctrine. This pattern of change is likely to continue. Convergence will occur on a functional rather than doctrinal level. Moreover, recent reform initiatives advanced by the UNIDROIT and the EU will lead to functional rather than doctrinal convergence..
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Wertpapierrecht zwischen Schuld- und Sachenrecht, zu einer kapitalmarktrechtlichen Theorie des Wertpapierrechts (Springer Verlag Vienna 2004) (German, 421 pages)
A book on the legal treatment of investment securities in a paperless environment.
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Joint Ventures in English and German Law (Hart Publishing Oxford 2000) (editor; co-editor: D Prentice) (181 pages)
Business between England and Germany has flourished in recent years and looks set to continue to develop in coming years. This collection examines the legal framework of joint ventures between English and German companies. It addresses the laws in these two countries and draws helpful comparisons between the two. The contributions point out pitfalls that lawyers who are not familiar with both German and English law are likely to overlook and which may cause major problems when joint venture companies are established.
This book consists of four parts. Each of these has been written by a team of leading German and English lawyers. The authors are specialists in this field and the contributions are rich with their practical insights. The studies were presented at the 1999 Anglo-German Law Conference in Oxford,organised under the auspices of the Oxford Law Faculty, with the support of three leading English and German Law firms.
The first part deals with the formation of a joint venture company. It discusses the types of companies which are usually used to establish joint ventures as well as the rights and obligations of members. It also addresses the law and legal practice relating to memoranda of understanding, warranties and indemnities, joint venture agreements, and the valuation of contributions. The second part concerns the management of joint venture companies. It analyses how shareholders can influence management decisions, the rights and obligations of directors and parent companies, as well as the legal position of minority shareholders. This part also describes the relevant laws protecting employees. The third part addresses European Union as well as English and German competition law. It considers the circumstances which trigger merger control mechanisms and presents two illuminating case studies. The last part deals with the termination of joint ventures. It presents and analyses several popular termination clauses including Russian Roulette, pre-emption rights, and rights of first refusal.
This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics concerned with European commercial or comparative law.
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Codex Tschechien and Codex Slowakei (Bank Austria Vienna 1998) (German) I Buckova, L Zinanska, E Micheler
Wirtschaftsrechtsindex Mittel- und Osteuropa (eine Bibliographie zum Wirtschaftsrecht folgender Länder: Tschechien, Slowakei, Ungarn, Bulgarien, Rußland, Polen, Slowenien und Kroatien) (Berlin Verlag Berlin 1998) (German, 1058 pages) (co-editors: P Doralt and M Schauer)
(Schein-) Werkverträge, Kettenarbeitsverhältnisse, kollektive Rechtsgestaltung und betriebliche Mitbestimmung bei Wissenschaftern (Linde Verlag Vienna 1996) (German, 132 pages) E Micheler, R Peschek
Investieren in Slowenien (Servicefachverlag Vienna 1995) (German, 245 pages) J Tischler, F Martic and E Micheler
Die Russische Aktiengesellschaft (Servicefachverlag Vienna 1993) (German, 106 pages) E Micheler, E Puseizer and V Kozak.