Commercial law Books

Book SynopsisEwan MacIntyre has recently retired after 25 years as a Senior Lecturer in Law at Nottingham Law School and has extensive experience in teaching business law. He is also the author of the successful textbook, Business Law (Pearson).Table of ContentsPreface Table of cases Table of statutes Table of statutory instruments Table of European legislation Study skills The legal system Making a contract The terms of the contract Misrepresentation, mistake, duress and illegality Discharge of contracts and remedies for breach Agency The Sale of Goods Act 1979 The tort of negligence Nuisance, trespass, defamation and vicarious liability Companies (1): Characteristics and formation Companies (2): Management, control and winding up Partnership, limited liability partnership and choice of legal status Employment (1): The contract of employment, employment rights and dismissal Employment (2): Discrimination and health and safety Regulation of business by the criminal law Credit transactions and intellectual property rights The resolution of business disputes Glossary Index

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Book SynopsisProfessor Charles Wild (PhD, MBA, LLM, PCHE, LPC, CPE, BSc (Econ)) is a leading authority on company law, has lectured widely, both in the UK and abroad, and acts as consultant to a number of public and private bodies.   Professor Stuart Weinstein (JD, MBA, BA) is a solicitor and attorney with over twenty years' practice experience in the US, UK and Korea, is a recognized expert on legal risk management in companies, and is a Swift Institute Scholar.  Table of Contents Brief contents Preface to the eighteenth editionLaw report abbreviationsTable of casesTable of statutes1 An overview of company law2 Partnerships and Limited Liability Partnerships (LLPs)3 Promotion, incorporation, membership and people with significant control4 The corporate veil5 Corporate governance6 The memorandum of association7 The articles of association8 Altering the articles of association9 The company and its contracts10 Directors and management11 The duties of directors12 Vacation of office, disqualification and the personal liability of directors13 Meetings and resolutions14 Allotments, calls and forfeiture of shares15 Shares and share capital16 Shares – payment and transfer17 Company flotations and insider dealing18 Capital maintenance and distribution19 Debentures and charges20 The statutory derivative action21 The protection of minorities22 Corporate insolvency – company rescue23 Corporate insolvency – procedures other than rescue24 Corporate insolvency – winding-up in contextIndex

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Book SynopsisThis book covers key material for Scots commercial law courses.

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Book SynopsisEwan MacIntyre is a Senior Lecturer in Law at Nottingham Trent University. Josephine Bisacre is a Senior Teaching Fellow in Business Law at Heriot-Watt University.Table of ContentsAcknowledgements Introduction Guided tour Guided tour of the companion website Table of cases and statutes Chapter 1: Contract 1: Formation of a contract Chapter 2: Contract 2: Error, Misrepresentation, other challenges based on lack of consent, young people, illegality, and privity Chapter 3: Contract 3: The terms of the contract Chapter 4: Contract 4: Discharge of contractual obligations and remedies Chapter 5: Delict Chapter 6: Companies 1: Formation and personnel Chapter 7: Companies 2: Shares, resolutions, protection of minority shareholders and charges Chapter 8: Partnership, limited liability partnership and sole trading Chapter 9: Employment 1: The contract of employment, employee rights, dismissal and redundancy Chapter 10: Employment 2: Discrimination Chapter 11: Sources of Scots law And finally, before the exam . . . Glossary of terms Index

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Book SynopsisTable of Contents The nature of law Law making Resolving disputes An introduction to types of business organisation Non-Corporate organisations – sole traders and partnerships Companies Forming business contracts The terms of business contracts Ending business contracts Law of agency Contracts for the supply of goods and services Business and the law of tort Credit Consumer protection Business property Employing labour

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Book SynopsisGoode on Commercial Law is the first port of call for the modern day practitioner with its theoretical and practical coverage of commercial law in both a national and an international context. This highly acclaimed and authoritative text, which is regularly cited by all courts from the House of Lords (now the Supreme Court) downwards, combines a deep theoretical analysis with a practical approach which examines the theory in the context of typical commercial and financial agreements, both domestic and international. The work is replete with diagrams and specimen forms covering a wide range of transactions.This Sixth edition has been retitled Goode and McKendrick on Commercial Law, and has been fully revised to take account of key legal developments since the fifth edition.

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Book SynopsisIn recent years, a great deal has changed in the oil and gas industry, from legal and regulatory change to falling oil prices. This updated third edition of 'UK Oil and Gas Law' has been published in two volumes: this volume focuses on commercial and contract law issues.

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Book SynopsisScots Commercial Law brings together expertise from academia and practice. Part I puts the subject in context with chapters on Juristic Persons, General Principles of Contract and General Principles of Property. Part II covers the main subject areas covered in commercial law courses

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Book SynopsisDesigning Your Business, 2nd Edition, transforms aspiring interior designers into savvy business people as well as creative interior designers by offering strategies for working effectively with colleagues, clients, and resources. The text explores business organization, legal and ethical issues, and business finance and accounting practices common to the profession. The practical approach and engaging interactive pedagogy make it easy and interesting to learn the intricacies of the business, law, and practice.Table of ContentsPreface Acknowledgments Part One: You and Your Work 1. Introduction to Professional Practices 2. Becoming a Professional 3. Working Ethically Part Two: You and Your Business 4. Understanding Law and Your Business 5. Planning Your Business Finances 6. Managing Your Business 7. Marketing and Promoting Your Business Part Three: You and Your Clients 8. Defining Your Services 9. Charging Clients for Your Services 10. Managing Your Client's Project 11. Defining the Client Relationship Part Four: You and Your Resources 12. Working with Vendors 13. Working with Service Providers Part Five: You and Your Career 14. Beginning Your Work Life 15. Planning Your Career Glossary Index

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Book SynopsisTrade and commerce are central to the wealth of nations. International and cross-border by nature, they require international rules. In response, a complex framework of rules have been developed to regulate the field, with some gaining global acceptance. Rules around the sales and carriage of goods, services, financing and security, underline transnational commercial activity. These rules are made up of international treaties and soft law. This important new commentary provides in-depth article-by-article analyses of the legislation in the field of trade and commerce. Conventions and legislation covered includes: the CISG plus Limitation Convention; the UNIDROIT Principles; the Montreal Convention; the Commercial Agents Directive; the Late Payment Directive and the Cape Town Convention. This commentary takes an innovative approach by placing the different frameworks in the applied context they operate in within commercial practice. Rigorous and comprehensive, this is an essential guide for all in world of international commerce.Trade ReviewOverall the volume is an impressive achievement that promises great benefits for both legal practitioners and legal scholars in the field of international commercial law. -- Christoph Benicke * RabelsZ (translated from the original German) *This book … will, rightly, be regarded as an essential purchase by practically anyone who practises, studies or teaches cross-border commercial law … an excellent and up-to-date English language legal commentary in one manageable volume that has been written by a cast of twenty-one distinguished and international subject experts to cover thirteen different international legal instruments. -- Jonathan Fitchen, University of Aberdeen * Edinburgh Law Review *

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Book SynopsisThe 2nd edition of this successful book provides a fully updated, succinct examination of the principles of agency law. The book explores the rules of attribution, the rights and obligations arising within the agency relationship, the impact of agency in the fields of contract and tort, and the termination of an agent's authority. Throughout the book, full consideration is given to the issues arising under the Commercial Agents (Council Directive) Regulations 1993. The discussion is informed not only by common law authority that constantly nourishes the development of agency law principle, but also by international soft law instruments and the Restatement of the Law, Third: Agency.Table of Contents1. Agency: A Flexible Institution 2. Commercial Agency 3. Actual Authority 4. Apparent Authority 5. Ratification 6. Agents’ Performance Obligations 7. Agents’ Fiduciary Obligations 8. An Agent’s Financial Rights Against the Principal 9. Agency and Contract 10. Agency and Tort 11. Termination of Authority

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Book SynopsisIn this landmark publication, the world's leading expert in the legal system of Saudi Arabia explains and documents the uncodified principles of contract, tort, and property that frame the business laws of the Kingdom. Drawing on 8,500 newly published court decisions, as well as on statutory law, interviews and a wide range of other material, the book sets out to determine the actual practice of Saudi courts in these spheres, both substantively and as to reasoning and procedure. With unique insights into and understanding of this fascinating jurisdiction, this book simply must be read by all engaged with law or business in the region. Also, given its focus on how certain Islamic legal rules and principles are applied in practice, the book will prove an invaluable resource for scholars of Islamic law past and present.Table of ContentsBRIEF CONTENTS Chapter 1. Introduction Chapter 2. Saudi Legal System: Constitution, Laws, and Courts Chapter 3. Saudi Judicial Process: Procedure and Reasoning Chapter 4. Introduction to the Fiqh Law of Property, Crime, Tort, and Contract Chapter 5. Case Study of the Supply Contract Chapter 6. Contracts: General Categories and Specific Types Chapter 7. Theories of Liability Chapter 8. Case Study on Compensation for Lost Profits Chapter 9. Case Study on Respondeat Superior or Employer Vicarious Liability Chapter 10. Conclusion

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Book SynopsisThis book explores the correlations of diversity and power in UK boardrooms and the difficulties inherent in truly merit-based appointments. From a distance, boardroom diversity is seen as a UK success story of recent years. A closer look at boardrooms reveals a more uncomfortable truth: boards can be split into tracks of power and diversity. Where there is a concentration in power, genuine diversity is much less prevalent. Using the FTSE 100, the book examines the appointment and retention of the most powerful positions in some of the world’s most powerful corporations. Diversity, merit and power are each defined and measured individually, then considered cumulatively, to provide fresh insights into the meaning of corporate power, who wields it and how it is obtained. This analysis is considered alongside the diversity narratives created by the FTSE 100 to frame their position on diversity. From this, the value of corporate ‘diversity speak’ is challenged, together with the regulatory requirements that result in its production. Those studying or practising corporate law or management and anyone with an interest in corporate power will find this in-depth assessment thought-provoking and informative. From the book’s original vantage point, suggestions are made as to how and why we might seek a more balanced distribution of power in the boardroom.Table of Contents1. Those Who Seek Power Part One: In Theory 2. C-Suite Diversity and its Antecedents 3. Theories of Merit and Power Part Two: In Practice 4. Diversity 5. Merit 6. Power 7. The Framing of Diversity and Merit in the Boardroom 8. From Sweet Talkers to Deniers Part Three: Choices 9. Diversifying Power Through Regulation 10. A Holistic Approach 11. Conclusion

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Book SynopsisThis book is the first to examine intermediaries in a holistic and systematic manner. The classical model of face-to-face contracting between two individuals is no longer dominant. Instead, deals frequently involve a number of parties, often acting through intermediaries. As a result, it is important to understand the role and power of intermediaries. Intermediaries tend to be considered within discrete silos of the law. But by focussing upon a particular, narrow area of law, lessons are not learned from analogous situations. This book takes a broader approach, and looks across the traditional boundaries of private law in order to gain a proper assessment of the role played by intermediaries. A wide range of jurisdictions and topical issues are discussed in order to illuminate the role intermediaries play in commercial law. For example, the continued growth of electronic commerce requires consideration of the role of websites and other platforms as intermediaries. And developments in artificial intelligence raise the prospect of intermediaries being non-human actors. All these issues are subject to rigorous analysis by the expert contributors to this book.Table of ContentsPreface Contributors Table of Cases Table of Legislation 1. Introduction Paul S Davies (University College London, UK) and Tan Cheng-Han SC (City University of Hong Kong) 2. The Fiduciary Status of Agents Matthew Conaglen (University of Sydney, Australia) 3. Ministerial Acts Rachel Leow (National University of Singapore) 4. Justifications for and Limitations on Interventions by Undisclosed Principals William Day (University of Cambridge / 3 Verulam Buildings, UK) 5. Agency Theory Revisited and Practical Implications Gerard McMeel KC (University of Reading, UK) 6. Platform Liability for Terrorist Activities Ying Hu (National University of Singapore) 7. How Intermediaries Entrench Google’s Position in the Advertising Display Market Roger Alford (University of Notre Dame, USA) 8. The Platform as Agent Deborah A DeMott (Duke University, USA) 9. Online Intermediary Platforms and English Contract Law Christian Twigg-Flesner (University of Warwick, UK) 10. Agency, Artificial Intelligence and Algorithmic Agreements Tan Cheng-Han SC (City University of Hong Kong) 11. Client-Intermediary Relations in the Crypto-Asset World Hin Liu (University of Oxford, UK), Louise Gullifer (University of Cambridge, UK) and Henry Chong (Fusang Corp, Hong Kong) 12. As Complex as ABC? Bona Fide Purchasers of Equitable Interests Ben McFarlane (University of Oxford, UK) and Andreas Televantos (University of Oxford, UK) 13. The Partner’s Fiduciary and Good Faith Duties: More than Just an Agent? Laura Macgregor (University of Edinburgh, UK) 14. Debt Collection and Assignment of Debts: Navigating the Legal Maze Jodi Gardner (University of Cambridge, UK) and Chee Ho Tham (Singapore Management University) 15. Financial Wellbeing – the Missing Link in Financial Advice under Private Law and Statute Andrew Godwin (University of Melbourne, Australia), Wai Yee Wan (City University of Hong Kong) and Qinzhe Yao (Skandan Law LLC, Singapore) 16. Adjudicating Intermediary-Related Losses Hans Tjio (National University of Singapore) 17. Intermediaries as ‘Gatekeepers’ in International and Domestic Regulation Alexander Loke (City University of Hong Kong) 18. A Fine Balance: Insolvency Practitioners and the Leveraging of Intermediary Power Sarah Paterson (London School of Economics and Political Science, UK)

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Book SynopsisThis book provides a short and clear guide to key ideas which underpin the UK tax code and illustrates the wider political and economic issues students need to know about when studying tax law. Some of these key ideas are controversial and the subject of much discussion and debate.The book explains the key issues that are of fundamental juristic and philosophical importance and are common to tax codes throughout the world: What is a ''tax''? Is it different to a civil or criminal penalty? Why does this matter? Is ''taxation'' necessarily a public law concept? Does the concept of 'taxation' attract constitutional considerations? Why? How do the answers to these questions play out when courts have to interpret tax provisions? Readers will come away with a clear understanding of the architecture of the UK tax code, despite its (very real) complexity.

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Book SynopsisPraise for previous edition: ‘… very comprehensive; very competent; and, what I think will be seen as its chief virtue … very clear’ – David Campbell, Law Quarterly Review ‘I enjoyed…every part of this book. Mr Kramer's analyses are carefully developed and almost always useful and illuminating.’ – Angela Swan, Canadian Business Law Journal Written by a leading commercial barrister and academic, the third edition of this acclaimed book is the most comprehensive and detailed treatment available of this important dispute resolution area. Previous editions have been regularly cited by the English courts and academic literature. The third edition covers all key case law developments and updates since 2017, with very substantial rewrites of the loss of chance, scope of duty and negotiating damages chapters (including in the light of Supreme Court decisions in Perry v Raleys, Edwards v Hugh James Ford Simey, Manchester BS v Grant Thornton and Morris-Garner v One Step (Support) Ltd). It also includes expanded share purchase warranty and causation sections, and a new chapter on the construction of exclusion clauses. To aid understanding and practicality, the book is primarily arranged by the type of complaint, such as the mis-provision of services, the non-payment of money, or the temporary loss of use of property, but also includes sections on causation, remoteness and other general principles. At all points, the work gathers together the cases from all relevant contractual fields, both those usually considered—construction, sale of goods, charterparties, professional services—and those less frequently covered in general works—such as SPAs, exclusive jurisdiction and arbitration clauses, insurance, and landlord and tenant. It also refers to tort decisions where relevant, including full coverage of professional negligence damages, and gives detailed explanation of many practically important but often neglected areas, such as damages for lost management time and the how to prove lost profits. The book provides authoritative and insightful analysis of damages for breach of contract and is an essential resource for practitioners and scholars in commercial law and other contractual fields.Table of ContentsPART I INTRODUCTION 1. A Brief Introduction to the Contract Damages Award 1. Summary 2. The Damages Remedy 3. The Principles of Compensation 4. The Theory of Contract Damages 5. The Currency of the Award PART II TYPES OF COMPLAINT 2. Pure Services: Non-Supply/Defective Supply/Delayed Supply 1. Introduction 2. Services to Commercial Claimants (Including Lost Management Time Claims) 3. Services to Public Bodies or Charities 4. Services to Consumers 3. Misadvice (Especially Professional Negligence) and Contractual Misstatement 1. Introduction to the Breach and Non-Breach Positions in Advice and Similar Cases 2. Extrication Cases 3. Adoption/Non-Extrication Cases and Repair 4. The Non-Breach Position: The Alternative Transaction the Claimant Would Have Entered Into 4. Property Non-Delivery, Destruction and Defects (Damage, Sale, Construction, Misrepair) 1. Introduction to the Different Measures of Loss 2. Market Replacement, the First Cure 3. Repair, the Second Cure 4. Further Issues in Repair and Replacement Cases 5. The Measure when There is No Market Replacement and No Repair 5. Seller/Supplier Claims: Refusal/Failure to Accept Goods, Services or Other Performance 1. Introduction 2. Cure by Finding a Replacement Customer on the Market 3. Lost Volume Sales: Where Supply Outstrips Demand 4. No Replacement and Alternative Mitigation 5. Non-Financial Loss 6. Temporary Loss of Use of the Claimant’s Property 1. Introduction 2. The Cost of Hiring a Temporary Replacement 3. Lost Profits from Sale to the Market 4. Lost Profits from Employment of the Property 5. Loss of Use of Non-Profit-Earning Goods 7. Loss of Use of Money, Including Breach of Obligations to Pay 1. The Cost of Borrowing Replacement Money 2. Lost Profits from Use of the Money 3. Devaluation and Exchange Rate Losses 4. Causing Insolvency 5. Other Losses 6. Specific Points Relating to Breach of Obligations to Pay Money 7. Awards of Interest Outside the Claim for Damages 8. Inflation 8. Claims by a Tenant, Charterer or Hirer 1. Non-Delivery 2. Late Delivery 3. Hire of Defective Property and Damage to Hired Property 9. Warranties and Indemnities 1. Introduction to Warranties 2. Warranties of Authority 3. Warranties of Quality 4. Warranties of Reasonable Care 5. Indemnities 10. Negative Covenants (Including Exclusive Jurisdiction, Arbitration and Non-compete Clauses) 1. Introduction 2. Property-Related Restrictive Covenants 3. Exclusive Jurisdiction and Arbitration Clauses and Non-Litigation Agreements 4. Non-Compete, Non-Solicitation, Exclusivity, Business Secret and Confidentiality Clauses PART III FACTUAL (‘BUT FOR’) CAUSATION AND ACTUAL LOSS 11. Introduction to Factual (‘But For’) Causation 1. Factual (‘But For’) Causation 2. Harm that Would Have Happened Anyway 3. Concurrent Causes and the Modified ‘But For’ Test in Exceptional Cases 12. The Breach Position: What Actually Happened and What Will Happen 1. What Happened Prior to Trial? 2. What Will Happen Post-Trial? (The Chance of a Loss Principle) 3. Tax (That will or Might be Paid) 13. The Non-Breach Position: What Would or Might Have Happened but for the Breach (Including Loss of a Chance) 1. Summary 2. What Would the Claimant Have Done? 3. What Would the Defendant Have Done? 4. What Natural Events Would Have Occurred? 5. What Would Third Parties Have Done? (The Principle of Loss of a Chance) 6. The Future: What Would Have Happened after Trial 7. Tax (That Would Have Been but Has Not Been and Will Not Be Paid) PART IV LEGAL PRINCIPLES OF REMOTENESS, MITIGATION AND LEGAL CAUSATION 14. Remoteness and Scope of Duty 1. For Remoteness Start with Foreseeability 2. The Assumption of Responsibility Basis of Remoteness 3. The Reasonable Contemplation Test of Remoteness 4. The Cap Rule from Cory V Thames Ironworks 5. The Scope of Duty Principle 6. Factors Relevant to Scope of Duty and Assumption of Responsibility 7. The Burden of Proof 8. The Interaction between Scope of Duty and Contributory Negligence and Contribution 15. Legal Causation, Mitigation and Contributory Negligence 1. Introduction 2. Legal Causation 3. The Principle of Mitigation 4. Betterment 5. Burdens of Proof 6. Contributory Negligence 7. Applying Legal Causation to What Would Have Happened but for the Breach 16. Causation in Practice: Intervening and Mitigatory Acts and Events by Category 1. Introduction to this Chapter 2. Claimant Failure to Avoid the Danger 3. Failing to Terminate, or Terminating, the Contract with the Defendant 4. The Claimant Sourcing or Not Sourcing a Replacement Supply or Customer or a Repair 5. Speculation by the Claimant 6. Money Made by the Claimant Post-Breach 7. Impecuniosity and Other Special Characteristics of the Claimant 8. Trading while Insolvent 9. Unreasonable Claimant Conduct 10. Post-Breach Dealings with the Defendant 11. Receipt by the Claimant of Payments or Help from Third Parties (Including Insurance and State Assistance and Litigation with Third Parties) or Non-Payment by Third Parties 12. Claimant Payments and Liabilities to Third Parties 13. Payments that would have been made by the Claimant to Third Parties 14. Passing on Risk or Selling the Property to Third Parties 15. Events External to the Claimant 17. The Date of Assessment 1. The Principles 2. The Different Dates of Purchase of a Replacement or Cure on the Market 3. The Different Dates of Sale to the Market 4. Where There Is No Opportunity to Resort to the Market PART V PARTICULAR TYPES OF LOSS REQUIRING SEPARATE EXAMINATION 18. Proving Business Loss: Revenue, Capital Value, Profit and Costs, Wasted Expenditure/Reliance Losses, Burdens and the Fair Wind 1. Revenue, Profit and Capital Loss 2. Pleading, Proof, Evidence and the Fair Wind Principle 3. The Presumption of Breaking Even and the Myth of the Reliance Measure of Loss 4. Examples of Lost Profit Awards 19. Non-Pecuniary Loss 1. The Evolution of the Legal Test 2. Quantification and Presumptions 3. (Physical) Inconvenience and Disturbance 4. Personal Injury 20. Loss Comprising Liability to Third Parties or Litigation Costs 1. Indemnity for Third Party Liability 2. Costs in Relation to the Breach of Contract Dispute Itself 3. Costs in Previous Proceedings Against the Defendant 4. Costs in Third Party Proceedings PART VI OTHER MATTERS 21. Third Parties and Loss 1. Recovery by the Claimant of the Third Party’s Loss for the Benefit of the Third Party (‘Transferred Loss’ and the Albazero Principle) 2. Recovery by a Claimant of Its Own Loss 3. Third Party Claims Under the Contracts (Rights of Third Parties) Act 1999 22. Negotiating Damages 1. The Wrotham Park Decision 2. The Morris-Garner Decision 3. Basis of the Principles 4. Scope of the Principles 5. The Measure 23. Non-Compensatory Damages 1. Nominal Damages 2. Account of Profits/Restitutionary Damages 3. Punitive/Exemplary Damages 24. Concurrent Claims 1. Against the Same Defendant 2. Against Different Defendants 25. Exclusion Clauses 1. This Chapter and Introduction 2. The Role of Statutes 3. Principles of Construction 4. Particular Phrases Used in Exclusion Clauses Denoting Certain Types of Loss 5. Exclusion of Particular Types of Fault/Conduct

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Book SynopsisNeed help with contract clauses, but only got a few minutes?An alphabetical, quick-access guide to all you need to know: The purpose and effect of common clauses, explaining the relevance of each, with illustrative examples.Now covers:The meaning of:Breach'Substantial' and material' in clauses for terminationBeyond reasonable control' in force majeure casesWhen a priority of terms clause will operateWhether rules applying to penalties also apply to depositsThe legal effectiveness of no amendment' or no variation' clausesLegal frameworks and how the courts will view such clauses during a disputeNew legislation such as the Consumer Rights Act 2015, the General Data Protection Regulations 2016 and the Trade Secrets Directive Also includes:A step-by-step commentaryExamples of best practice in different situationsDetailed notes on each type of boilerplate clauseA summary of relevant law, including statutory definitions and case lawPrecedents available as electronic downloadsThis titl

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Book SynopsisAn updated guide, and expert analysis on, the legal issues relating to common exemption clauses and unfair terms in legal contracts. It covers the incorporation and construction of the key clauses, as well as the relevant legislation. It will help you to understand: - the circumstances when a term will be incorporated into a contract - the modern approach to the interpretation of contracts by the contracts (and with particular types of clauses, for example in relation to negligence, entire agreement clauses, ‘fundamental breach’, etc) - clause by clause consideration of UCTA, including key concepts such as the meaning of the ‘requirement for reasonableness’ - clause by clause consideration of the unfair term provisions of the Consumer Rights Act 2015, and with paragraph by paragraph consideration of the potentially unfair terms in Schedule to the Act This edition includes coverage of: - Analysis of how the courts now interpret exclusion and liability clauses and other contract clauses, e.g.: --- after the decisions of the Supreme Court in Wood v Capita Insurance Services Ltd, and Rainy Sky SA and others v Kookmin Bank --- the treatment of 'stringent' exemption clauses, in the decision of Goodlife Foods Ltd V Hall Fire Protection Ltd --- the requirement for clear wording, such as where parties wish to avoid liability for non-fraudulent, pre-contract (mis)representations, e.g. in the decisions in AXA Sun Life Services pc v Campbell Martin Ltd and BSkyB Ltd v HP Enterprise Services UK Ltd -Coverage of the changes brought about by the Consumer Rights Act 2015, including: --- recent case law considering the effect and interpretation of unfair terms, particularly concerning the 'core' exemption, in the decisions of OFT v Abbey National plc and the later ECJ cases of Kásler and Mattei --- consideration of the list of potentially unfair terms found in Schedule 2 to the Act and the CMA analysis of them Legislation covered includes: - Consumer Rights Act 2015 - Unfair Contract Terms Act 1977 - Contracts (Rights of Third Parties) Act 1999 - Misrepresentation Act 1967 This title is included in Bloomsbury Professional's Company and Commercial Law online service.Trade ReviewThe most recent and up-to-date statement available on exemption clauses and unfair terms … The work will be of terrific value to practitioners and advisers alike. * Elizabeth Robson Taylor MA and Phillip Taylor MBE, Richmond Green Chambers *Table of ContentsIntroduction 1. Incorporation 2. Construction 3. The Unfair Contract Terms Act 1977 4. Unfair Terms in Consumer Contracts 5. Exemption Clauses and Third Parties 6. Misrepresentation and Exemptions 7. Exemptions and Fiduciary Duties

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Book SynopsisThis is a topical area for the courts, which have moved to imply various limitations or tests on decision makers powers and when they can be challenged. This is made more difficult for lay users and lawyers alike in that implied restrictions are (by definition) not apparent from the words of the relevant contract itself. These limits are applied by the courts not just to fiduciaries (such as trustees or directors), but also to non-fiduciaries (eg banks and employers). Recent case law includes: · Pitt v Holt (SC) – trustee decisions (2013) · Braganza (SC) – contractual discretions (2015) · Eclairs (SC) – directors powers: proper purposes (2015) · IBM UK Holdings v Dalgleish (CA) – employer powers under pension plans (2017) · British Airways (CA)– pension plan – proper purposes (2018) The book reviews the relevant doctrines of: · Interpretation rules · Proper purposes; · Due consideration of relevant factors · Full perversity (no reasonable decision maker) This title is included in Bloomsbury Professional's Pensions Law online service.Trade ReviewIf any textbook can be thoroughly recommended to Trust Quarterly Review (TQR) readers, this is it. It is a truly international survey of the – quite radical – developments introduced into the circumstances where the courts will intrude into decision-making by, among others, trustees. * Trust Quarterly Review *This book should be attractive to the entire range of legal professionals, including academics and practitioners, and not only those operating in the superannuation field. Pollard has accomplished the difficult feat of presenting the material in a way that is accessible to practitioners while ensuring that the content is comprehensive, thoroughly researched and argued in a way that should make it an indispensable resource for those involved in their own research and teaching in the area. … I have already had occasion to resort to my review copy in providing advice to clients and am certain I will be using it in future research projects. * Dr Nuncio D’Angelo, Australian Law Journal *Table of ContentsPart 1: Introduction 1. Introduction Part 2: Legal review of decisions: General 2. Legal review of decisions: Major Tests 3. Expanded outline of major tests 4. Exceptions and qualifications 5. Public Law analogy in private law discretions? 6. Construction – General 7. Interpretation of Pension Schemes Part 3: Types of decision and who is the decision maker 8. Nature of discretion 9. Who is the decision maker? Part 4: Proper Purposes – Applying Eclairs 10. Proper purposes: Introduction 11. Eclairs 12. The proper purpose test 13. Purpose test in Trust Law and Company Law 14. How is the proper purpose test applied? 15. Can proper purposes apply where there has been a failure to act? 16. How is the decision maker’s purpose worked out? 17. Causation/More than one motive or intention 18. More than one decision maker 19. Purpose verses motive? 20. Effect of improper exercise 21. Proper Purposes: Conclusion Part 5: Proper Purposes – Application to Pension Schemes 22. Proper Purposes and pension schemes: Introduction 23. Pension scheme and Trustee powers 24. Overall Purpose of a pension scheme 25. Pensions: Main purpose verses Sole purpose? 26. Pension trusts: Examples of the application of the proper purpose test 27. Pension schemes: Amendment powers/Change of Principal 28. Transfers-in 29. Transfers out: Fletcher Challenge and ITS v Hope 30. Investment 31. Early retirement reduction 32. Commutation factors 33. Pension increases 34. Winding-up a pension scheme? 35. Pension Regulator powers 36. Trustees exercising powers fairly 37. Pension Trustees and Proper Purposes: Overview 38. No literal ‘best interests’ duty for trustees Part 6: Braganza 1: Due consideration of relevant factors 39. Braganza – a landmark case 40. Braganza: the Decision 41. The Braganza rationality Test 42. Trustees and Braganza: Beyond a Good faith test 43. Trustees and public law analogies following Braganza 44. Does Braganza apply to all commercial discretions? 45. Intensity of review 46. Braganza first limb – process: relevant factors 47. Trustees and relevant factors: Pitt v Holt compared with Braganza 48. Three types of relevant factors: the public law approach 49. Limits on enquiries: properly informed, but not an ‘endless search’ 50. Weight given to factors Part 7: Braganza 2: No reasonable decision maker: Perversity 51. Braganza 52. Arbitrary, capricious etc 53. Timing for irrationality? 54. What if one reasonable decision maker would have made the same decision? 55. Braganza 2 test is a limit on a power? Part 8: Braganza rationality tests: interaction with the proper purpose test 56. Braganza and proper purposes tests 57. Braganza and MDTC/Contractual/Imperial duty Part 9: Further common issues on the proper purposes and Braganza tests 58. Multiple decision makers 59. Decision maker would have made the same decision anyway? 60. Decision maker giving reasons Part 10: Remedies for a Failure? 61. Remedies 62. Fiduciary Duties 63. Reversal or cancellation of the decision: void or voidable 64. Damages or equitable compensation for breach of trust/duty 65. Impact on third parties 66. Removal of the decision maker 67. Exclusion clauses 68. Overturning a decision – reference back to decision maker Part 11: Trustees and Directors: Fetters on Discretion 69. Discretions and fetters 70. Statements of a no fetter rule 71. Fetters: Some older cases 72. The Fetters rule gets more sensible: three modern cases: Thorby; Cabra Estates and Firkin-Flood 73. Fetters: Modern position 74. Pension schemes and fetters 75. Fetters: is public law any guide? 76. Fetters: Directors and Companies 77. Fetters and changes of trustees 78. Fetters: Outside parties 79. Fetters: Impact on Third parties 80. Fetters and a Power of amendment 81. Setting policies or guidelines?

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Book SynopsisSince the last edition ten years ago the pace of technological and legal change has stepped up even more than before with previous editions. New legislation is in force such as the General Data Protection Regulation (GDPR) and UK Data Protection Act 1998 and from 1 January 2021 "UKGDPR". The UK Information Commissioner has been looking closely at "Ad Tech" and what has become known as "big data" and how data are gathered on-line. Intellectual Property law in the ecommerce area has also changed. There is a very recently agreed new EU copyright directive which is due to be implemented in the 27 EU member states (but not the UK) in 2021. The post-Brexit transition period expired on 31 December 2020 which has implications for the application of ecommerce law in a number of different areas which are all addressed in the new addition. The 2010 EU vertical regulation and guidelines have recently been built on with the EU "geo-blocking" regulation and the related EU Commission's initiatives in relation to ecommerce in the anti-trust area. In 2020 the UK implemented changes in relation to EU law in the revised 2018 Audiovisual Media Services Directive (AVMS) through the Audiovisual Media Services Regulations 2020 which are addressed in the new edition as post-Brexit the UK is retaining this legislation. Other updates include the distance selling legislation in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and the Consumer Rights Act 2015 which came into force since the last edition. This title is included in Bloomsbury Professional's Intellectual Property and IT online service.Table of ContentsChapter 1: Technological convergence Chapter 2: Digital rights Chapter 3: Brands Chapter 4: Data in a digital world Chapter 5: Digital marketing Chapter 6: User-generated content and social media Chapter 7: The Audiovisual Media Services Directive Chapter 8: Video-on-demand Chapter 9: Contracting Appendix 1 Information to be provided on the supplier’s website and prior to formation of a contract with a customer Appendix 2 Information to be provided in a ‘durable medium’ (eg an email or in permanent form online) Appendix 3 Wholly and partially exempt contracts Appendix 4 Execution of deeds Appendix 5 250 Model form for cancellation of distance contract Chapter 10: Jurisdiction and enforcement

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Book SynopsisBaffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand. Helping you to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using precedents, case studies and checklists. Now covers: Brexit 2020 and its impact on competition law, UK and EU; Changes to tax aspects arising from the latest Finance Acts; New case law such as - Guest Services Worldwide Ltd v. Shelmerdine [2020] EWCA Civ 85 (CA) (non-competition clauses in shareholders' agreements) and Global Corporate Limited v. Hale [2018] EWCA Civ 2618 (CA) (when payments to a director/shareholder were dividends) Key content includes: Preliminary considerations: A discussion of the nature of joint ventures and shareholders' agreements; Financing the venture; Tax and accounting considerations for UK corporate joint ventures; Regulatory matters; Employment and pension issues. Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements: Deadlock and minority protection; Voting rights and board representation; Restrictive covenants. Joint ventures and shareholders' agreements in practice: Articles of association; Transfers of assets; EU and UK Competition law including Brexit issues. This title is included in Bloomsbury Professional's Company and Commercial Law online service.Table of ContentsPart A Preliminary considerations 1 Introduction 2 Matching the aims and expectations of the parties 3 The contributions of the parties to the joint venture 4 Employment and pensions issues in UK based joint ventures 5 Share incentive schemes in UK joint venture companies 6 Financing a corporate joint venture in the UK 7 Tax considerations for UK joint ventures 8 Accounting considerations for UK corporate joint venturers 9 Application of EC competition law to joint ventures 10 UK competition law applying to joint ventures 11 Other regulatory matters in the UK 12 UK limited liability partnerships Part B Key issues in structuring and drafting UK corporate joint venture documentation and shareholders’ agreements 13 Deadlock companies in English company law 14 Minority protection under English company law 15 Typical minority vetoes 16 Directors of UK companies 17 Termination and its consequences 18 Pre-termination put and call options 19 Pre-emption rights on share transfers 20 Purchase and redemption of shares by a UK company 21 Sale or initial public offering of the company 22 Share valuation provisions 23 Dispute resolution Part C Joint ventures and shareholders’ agreements in practice 24 Establishing and documenting a UK corporate joint venture 25 Due diligence, warranties and indemnities 26 Considerations relating to joint ventures and shareholders’ agreements involving UK tax resident individuals 27 Special considerations for private equity funds, venture capitalists and other equity providers 28 International joint ventures Part D Case studies and precedents

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Book Synopsis

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Book Synopsis

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Book Synopsis

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Book Synopsis

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Book SynopsisIn recent years, Congress has enacted several federal laws addressing telemarketing fraud and practices. As a result, both the Federal Communications Commission (FCC) and the Federal Trade Commission (FTC) have established regulations covering the $720 billion telemarketing industry in the United States. It is estimated that consumers lose over $40 billion a year to fraudulent telemarketers. Although the vast majority of telemarketers are legitimate business people attempting to sell a particular product or service, there are unscrupulous individuals and companies violating telemarketing rules and promoting various fraudulent schemes aimed at parting consumers from their money. The FCC, FTC, and several consumer groups and government/business partnerships identified in this book provide extensive information on telemarketing. This book provides summaries of the federal laws and regulations particular to telemarketing, the establishment of a national do-not-call registry, and on the options that are available to consumers to attempt to limit the calls that they receive from telemarketers and to report questionable telemarketing practices to local or federal authorities.

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Book SynopsisThis book is a wonderful introduction to the law governing security interests in personal property, which is based on Article 9 of the UCC. This book explains the terminology, structure, and methodology of security interests governed by Article 9 in a readable, concise, and yet thorough manner. Practitioners can use the book to become rapidly conversant with the scope, concepts, and structure of Article 9 and how security interests are created, priority is established and remedies are pursued upon default. Students can gain an overview of security interests and can revisit each chapter as they study its principles in greater depth.

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Book SynopsisFranchising is experiencing explosive growth in the U.S. and abroad, triggering more legal transactions and queries about this multi-faceted area of law. Written specifically to help lawyers and non-lawyers brush up on franchise law, this respected publication - now in its fourth edition - is charged with useful definitions, practical tips, and expert advice from experienced franchise law practitioners. Covering the basics of franchise law in one, easy-to-read volume, this practical guide examines franchise law from a wide-range of experiences and viewpoints. Each chapter is written by two experienced practitioners and provides a well-rounded overview of franchise law. Key franchise law topics covered include: * Trademark law* Structuring the franchise relationship* Disclosure issues* Registration* Franchise relationship laws* Antitrust law* International franchising* Counseling franchisees In addition to covering the legal fundamentals, this resource also includes time-saving appendices on state franchise and business opportunity statutes; franchise relationship law citations and popular names; types of franchise relationship laws; statutory examples of good cause for termination; procedural requirements for termination and nonrenewal; and examples of other unlawful practices.Table of ContentsTable of Contents Chapter 1: Trademark Law Fundamentals and Related Franchising Issues Chapter 2: Structuring the Franchise Relationship Chapter 3: Franchise Disclosure Issues Chapter 4: Registration Chapter 5: Franchise Relationship Laws Chapter 6: Antitrust Law Chapter 7: International Franchising Chapter 8: Representing Franchisees Appendix A: State Franchise and Business Opportunity Registration and/or Disclosure Statutes Appendix B: Franchise Relationship Law Names and Citations Appendix C: Types of Franchise Relationship Laws Appendix D: Statutory Examples of Good Cause Appendix E: Procedural Requirements for Termination and Nonrenewal Appendix F: Examples of Other Unlawful Practices Table of Cases Index

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Book SynopsisThis supplement includes all of the Restatement provisions, uniform acts, and statutes needed for the casebook, The Law of Business Torts and Unfair Competition: Cases, Materials, and Problems (2016), by Professors Colin Marks and Douglas Moll. Among other provisions, the supplement includes material from the Second and Third Restatement of Torts, the Third Restatement of Unfair Competition, the Lanham Act, and the Uniform Trade Secrets Act.

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Book SynopsisUpdated and expanded, The Law of Commercial Surety and Miscellaneous Bonds provides a more comprehensive analysis of the law relating to commercial and miscellaneous bonds. The book's twenty chapters address the various types of commercial surety and miscellaneous bonds, including their basic nature and purpose, what they cover, who is entitled to coverage under such bonds, and sureties' defenses to claims under such bonds. Each chapter covers a different type of commercial surety or miscellaneous bond. In addition, the book devotes an entire chapter to the commercial surety's collateral in a principal's bankruptcy case. In order to facilitate the use of this book as a reference source, a detailed table of contents sets forth the various topics addressed by each chapter. This book is an indispensable reference tool for experienced and entry level claim professionals and practitioners, as well as for general practitioners who can use this publication as an initial source from which to learn this complex area of law.

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