Commercial law Books

Book Synopsis

Read more less

Book Synopsis

Read more less

Book Synopsis

Read more less

Book SynopsisAs the number and size of nonprofit organizations continues to grow, NFPs are coming under ever-increasing government scrutiny. Soon Congress will require that nonprofits comply with rigorous accounting and governance standards very similar to those set forth for for-profits in the Sarbanes-Oxley Act.Table of ContentsForeword xix Introduction 1 Part I: Nonprofits in the 21st Century 7 Chapter 1: Defining and Scrutinizing the Nonprofit Sector 9 Chapter 2: Regulating Nonprofits: Who’s in Charge? 21 Chapter 3: The State of the Nation’s Nonprofits 33 Part II: The Nuts and Bolts of Nonprofits 45 Chapter 4: Starting Up and Staying True to the Mission 47 Chapter 5: Getting Tax-Exempt Status 69 Chapter 6: Paying Nonprofit Directors, Officers, Staff, and Volunteers 87 Part III: Structuring a Nonprofit to Meet Its Mission 101 Chapter 7: Filing the Dreaded Form 990 103 Chapter 8: The Responsibilities of the Board 117 Chapter 9: Creating the Right Committee Structure 135 Chapter 10: All About Audit Committees 141 Part IV: Some Special Types of Nonprofits 151 Chapter 11: Forming a Solid Foundation 153 Chapter 12: Capitalizing on Cooperatives 165 Part V: Legal Landmines 179 Chapter 13: Existing in a World of Sarbanes-Oxley 181 Chapter 14: Some Sticky Accounting Issues That All Nonprofits Face 199 Chapter 15: Communicating Comfortably with the IRS 217 Part VI: The Part of Tens 227 Chapter 16: More Than Ten Web Sites Every Nonprofit Should Visit 229 Chapter 17: Ten Questions to Ask Before Agreeing to Join a Nonprofit Board 235 Chapter 18: Ten Ways to Lose Tax-Exempt Status 243 Chapter 19: Ten Tips for Dealing with the Media 249 Part VII: Appendixes 255 Appendix A: Sample Nonprofit Bylaws 257 Appendix B: Sample Audit Committee Report 261 Appendix C: State Regulatory Authorities for Nonprofits 263 Appendix D: Selections from the Revised Model Nonprofit Corporation Act (1987) 275 Index 325

Read more less

Book SynopsisThis book is a user manual for understanding and deployment of open source software licensing in business. Written for lawyers and businesspeople alike, it explains and analyzes open source licensing issues, and gives practical suggestions on how to deal with open source licensing in a business context. Including useful forms, information, and both technical and licensing background, this book will help you avoid legal pitfalls and edcuate your organization about the risks of open source.Trade Review"In her book, Heather Meeker does a good job describing the "border dispute" of the Copyleft provision in the GPL" (ccsblog, March 16th, 2009) "So I would say, this is the book to read, for a good account of the legal aspects surrounding open source." (dw2-o.com, 7/6/08)Table of ContentsPreface ix Part one Leveraging opportunities 1 Chapter 1 Introduction: How UNIX Gave Birth to Linux, and a New Software Paradigm 3 In the Beginning Was the Word, and the Word Was UNIX 3 Along Comes Linux 6 Now, What is Open Source? 7 And This is Just the Beginning 9 Chapter 2 Free Software and Open Source 11 Viruses and Freedoms 11 Philosophy of Free Software 13 Open Source Initiative 18 Mozilla Foundation 18 Linus Torvalds 19 Definitions: Free Software and Open Source 21 What’s in a Name? The Viral and the Nonviral 22 Open Source Development Model 25 Chapter 3 Common Open Source Licenses and Their Structure 27 Direct Licensing 29 GPL 29 GPL + Exception (or Special Exception) 39 GPL + FLOSS Exception 40 LGPL 40 Corporate Hereditary Software Licenses 41 Other Hereditary Software Licenses 43 Permissive Licenses 43 Apache 1.0 46 Apache 1.1 46 Apache 2.0 46 Artistic License 46 Miscellaneous Licenses 47 Non-Software Licenses 49 Chapter 4 Due Diligence, License Proliferation, and Compatibility 53 What is the Problem with Combining Software? 53 What is Due Diligence? 54 License Conditions and Diligence Problems 57 License Compatibility 59 Choices in an Incompatible World 62 An Embarrassment of Riches? 66 Reusability 69 Chapter 5 Audits and Compliance Initiatives 71 Provenance and Objective Checking 72 Applying Policy and Legal Review 74 Some Nuts and Bolts 76 Chapter 6 Notice Requirements 83 Chapter 7 Patents and Open Source 89 Patent Debate 89 Patent Portfolio Management 98 Chapter 8 Trademarks and Open Source 109 Trademark Law and Open Source Licensing 109 Trademarks in the Open Source World 111 AT&T UNIX Battle 112 Chapter 9 Open Source and Open Standards 115 Chapter 10 Developing a Corporate Open Source Policy 119 Appendix 10A Open Source Corporate Policy 123 Chapter 11 Open Source Code Releases 135 Choosing a License 136 Effect on Patent Portfolio 139 Effect on Trademarks 140 Open Source Business Models 142 Dual Licensing 143 “Ur-Licensor” and Open Source Decision Models 146 Contribution Agreements 146 Reissuing Code 150 Corporate Organization 150 Appendix 11A Open Source Trademark Policy 153 Part two Understanding risks 159 Chapter 12 Technical Background: Operating System Kernels, User Space, and Elements of Programming 161 What is the difference Between an Application and an Operating System? 163 What is an Operating System Kernel? 164 What is an Application? 165 Dynamic and Static Linking, and Inline Code 166 Header Files 169 Monoliths and Loadable Kernel Modules 170 Chapter 13 Enforcement of Open Source Licenses 171 Past Enforcement 171 Enforcement Obstacles 176 Lack of Track Record: GPL Has Never Been Tested in Court 176 Waiver/Estoppel: Occasional and Selective Enforcement of GPL Means it is Unenforceable 177 Formation: GPL is Not Validly Accepted by Licensees 177 GPL Constitutes Copyright Misuse 178 Joint Work Arguments 179 Standing and Joinder Arguments 180 Chapter 14 The Border Dispute of GPL2 183 Defining the Border Dispute 183 What the GPL Says 184 Rules of Contract Construction 186 Applying the Four Corners Rule to GPL2 188 Applying the Rules of Contract Construction of GPL2 190 Trade Usage and Other Extrinsic Evidence 191 Derivative Works Question 192 The Facts 195 Legal Rules 196 Analyzing the Case of Two Works 200 Is the Result One or Two Works? 205 Policy Arguments 206 Non-U.S. Law Interpretations 207 Approach of Legal Realism 208 Outside the Four Corners 209 Loadable Kernel Modules 212 The Hardest Cases 216 LGPL Compliance 217 Chapter 15 License or Contract? 223 Contract Formation 223 Arguments Supporting Formation 225 Implications of Absence of Contract Formation 226 Incentives for Formation Arguments 229 Chapter 16 Defining Distribution 233 Chapter 17 Open Source in Mergers and Acquisitions and Other Transactions 237 Open Source in Licensing and Commercial Transactions 241 Development Agreements 242 Chapter 18 GPL Version 3.0 245 What is the Effect of the Release of GPL3? 245 Adoption of GPL3 247 Politics and Context 248 “Derivative Works” Problem 251 “Propagation” and “Conveying” 252 Patents 252 Digital Millennium Copyright Act Provisions 255 “Java Problem” 257 Disabling and Obfuscation 257 ASP Problem 258 License Compatibility 259 Chapter 19 LGPL Version 3.0 261 New Approach for LGPL 261 Adoption of LGPL3 261 Politics and Context 262 Definitions 262 Compliance 262 Drawbacks 264 Appendix A Open Source Development Agreement 265 Glossary 277 Index 283

Read more less

Book SynopsisA simple, practical guide to help not-for-profit organizations lobby local, state, and federal legislative bodies Only a fraction of not-for-profit organizations take advantage of the legislative process in representing their members and their organization''s goals. Yet lobbying is an important way to gain visibility, attract members, and find new sources of funding. This book is designed to help the modern not-for-profit develop and implement an effective lobbying program without jeopardizing its tax-exempt status. Dr. Pidgeon and the contributers he has assembled provide in-depth analysis of all the major issues of the lobbying process, including: * The basics of lobbying * The structure of local, state, and federal government * Using the mass media to spread the message * Political action committees (PACs) * Marketing and communication strategies * Strategic partnerships * The legal aspects of government affairsTrade Review"Pidgeon writes that the goal for the book is to provide a guide for nonprofit leaders on launching or refining a government affairs program. By any reasonable measure, the book is wildly successful. No one charting a course through the legislative wilderness should be without Pidgeon's well-crafted map." (Philanthropy Magazine, 10/01)Table of ContentsPreface. Foreword. THE LEGISLATIVE/GOVERNMENT AFFAIRS PROCESS AND THE NOT-FOR-PROFIT (W. Pidgeon). The Significant Role That the Legislative Process Can Play in Fulfilling the Mission of a Not-for-Profit (D. Kushner). Introduction to the Legislative Process (W. Horn). SUCCESSFUL METHODS USED BY NOT-FOR-PROFITS (W. Pidgeon). Achieving Impact through Political Involvement (J. Kalavitinos). Adding Light to the Heat: Using the Mass Media to Support Your Issues (R. Story). Developing Partnerships for Greater Success (R. Goodwin). The Use of Outside Legislative Consultants: When and How to Hire a Lobbyist. (J. Chwat). THE LEGAL ASPECTS OF GOVERNMENT AFFAIRS AND LOBBYING (W. Pidgeon). The Legal Aspects of Government Affairs and Lobbying. (B. Hopkins). DEVELOPING A STRATEGIC PLAN FOR A NOT-FOR-PROFIT (W. Pidgeon). A Strategic Plan for Success (W. Pidgeon). Ten Fundamental Keys to a Successful Government Affairs Program. Reference Guide to Organizational Support. The Accompanying CD-ROM and How to Use It. End Notes. Index.

Read more less

Book SynopsisThis inaugural volume of the Wiley Restaurant Basics Series is the first professional-level book on the legal challenges faced by restaurant managers.Table of ContentsPreface. Acknowledgments. Restaurant Managers and the Law. Restaurant Contracts. Restaurant Operating Structures. Legal Responsibilities of Managers. Managing Within Regulatory and Administrative Requirements. Managing Insurance. Legal Issues in Selecting Employees. Legal Aspects of Employee Management. Duties and Obligations of Restaurant Managers. A Manager's Legal Responsibilities to Customers. Legal Concerns in Serving Food and Beverages. Legal Aspects of Safety and Security Management. Appendix A: Sample Banquet Contract. Appendix B: Sample Meeting Space Contract. Appendix C: Sample Contract for Sale of Goods. Appendix D: Publications on Government Regulations. Appendix E: Sample Job Description. Appendix F: Guidelines for Appropriate Interview Questions. Appendix G: Sample Employee Consent Form for Drug Testing. Appendix H: Sample Consent Form Authorizing Background Check. Appendix I: Sample Form 1-9. Appendix J: Form 1-9 Qualifying Documents. Appendix K: Sample Demand Letter. Appendix L: Sample Incident Report Form. Appendix M: Sample Lost and Found Tracking Form. Appendix N: Sample Employee Privacy Policy. Appendix O: Sample Property Safety and Security Checklist. Appendix P: Sample Emergency Telephone List. Appendix Q: Sample Fire Emergency Plan. Appendix R: Manager's Responsibilities in a Crisis. Index.

Read more less

Book SynopsisThis text provides a clear and concise introduction to the legal framework surrounding international trade.Trade Review"A comprehensive introduction to the key areas of law that apply in international business." Book News "It is well suited for a textbook at the undergraduate level of perhaps business school." Journal of International Banking LawTable of ContentsList of Figures and Specimens. Foreword. Series Editor's Introduction. About The Institute of Export Examinations. Preface. Dedication. Part I: Principles of the Law of Contract: . 1. Elements of Contract. 2. Terms of a Contract. 3. Misrepresentation. 4. Mistake. 5. Remedies for Breach of Contract. 6. Discharge of Contract. 7. Arbitration. 8. Law Governing a Contract. Part II: Agency Law:. 9. Agency. 10. Exemption Clauses. Part III: Sale of Goods Act 1979:. 11. Sale of Goods. 12. Right of Disposal (Romalpa Clauses). 13. Seller's and Buyer's Remedies. 14. Introduction of CIF and FOB Sales. Part IV: Competition Law:. 15. Restrictive Trade Practices. 16. Free Movement of Goods in the European Community. Part V: Legal Aspects of the Finance of Exports: . 17. The Law Relating to Export Finance. 18. Letters of Credit. Part VI: Export Insurance:. 19. Marine Insurance. 20. General Average. 21. Institute Cargo Clauses. Part VII: Legal Aspects of Carriage by Sea, Air and Road:. 22. Carriage of Goods by Sea. 23. Carriage of Goods by Air. 24. Carriage of Goods by Road. Index.

Read more less

Book SynopsisSince it came into force on 31 January 1997 the Arbitration Act 1996 has generally been welcomed by users and practitioners in the construction industry. It has fulfilled expectations that it would provide a user-friendly and practical basis of resolving disputes arising from construction contracts in a fair, expeditious and economical way.Trade Review"The fact that this book, by a respected and highly experienced engineer and arbitrator and first published in 1982, has now reached its fifth edition is in itself a tribute to its quality. It is an excellent short guide to a complex subject, written in clear English..." CIArb Journal, November 2001Table of ContentsForeword. Preface to the Fifth Edition. 1. Introduction. 2. Arbitration Agreements. 3. Appointment of the Arbitrator. 4. Jurisdiction of the Arbitrator. 5. The Preliminaries. 6. Evidence. 7. The Hearing. 8. The Award. 9. Costs. 10. Powers of the Court in Relation to the Award. 11. Dispute Avoidance and Management. Appendices. A. Specimen Documents. B. The Arbitration Act 1996. C. The Arbitration Act 1950: Part II. D. The Scheme for Construction Contracts (England and Wales) Regulations 1998. E. The Unfair Terms in Consumer Contracts Regulations 1999. F. The Unfair Arbitration Agreements (Specified Amount) Order 1999. G. Interest Tables. Bibliography. Table of Cases. Index.

Read more less

Book SynopsisHow far should society go in permitting people to buy and sell goods and services? Radin addresses this controversial issue in an exploration of contested commodification. As a philosophical pragmatist, the author argues for an incomplete commodification, in which some contested things can be bought and sold, but only under regulated circumstances.Trade ReviewRadin's book is both complex in structure and highly nuanced in argument. Essentially it is a critique of existing theories of commodification that develops a distinctive approach to understanding commodification...Radin, like liberal political theorists, seeks a middle way between universalized commodification and universalized noncommodification, instead of a thesis of compartmentalized commodification she offers a thesis of 'incomplete commodification'...[An] insightful and rewarding book. -- Deryck Beyleveld * Journal of Law and Society *In this thought-provoking book Margaret Jane Radin asks us to consider whether there are some areas of social life which should be off-limits to the market, and whether some human interactions should be exempted from market-style forms of description and analysis. Although Radin is not the first theorist to address these issues, her eloquently written book contains some of the most sophisticated treatment they have received thus far. She convincingly makes the point that unless we transcend those models of human behaviour which characterize all human interactions as market exchanges, we may find ourselves unable to engage in the forms of valuing required for the maintenance and promotion of a humane society...The book represents a significant contribution to debate about the role of markets and market ideology in modern democratic polities. Future discussions of these issues will undoubtedly be influenced by Radin's work. -- A. J. Walsh * Philosophical Quarterly *Margaret Radin asks, why not put everything up for sale? Her answer is that doing so would impair human flourishing by compromising the social contexts needed for personhood. She offers a general approach to determining the ethical limits of markets and shows how it works in cases ranging from organ sales, prostitution, and commercial surrogate motherhood to the 'free marketplace of ideas,' compensation in torts, and public choice theories of democracy. Radin's contributions to this controversy are consistently illuminating and through provoking...For anyone interested in the ethical limitations of markets, this book is required reading. -- Elizabeth Anderson * Ethics *What does it say about us, and what does it do to us, when we talk about people as commodities to be traded in the market? Radin's profound, subtle, and disturbing book asks how the texture of our human world may be altered by ways of speaking and thinking, apparently innocuous and nicely scientific, that we import from market economics and use to characterize non-market behavior. A distinguished writer about property law, Radin avoids facile answers and stresses the complexity of the issue. Nonetheless, she leaves her reader with a warning: the models we use shape the people we may become. One day we may find to our grief (or, worse still, lack of grief) that our intellectual inventions have reinvented our world. -- Martha Nussbaum, University of ChicagoProfessor Radin has brought very considerable intellectual courage and perspicacity to bear on one of the most vexing and central issues in any liberal, market-based society--where should the market (and market rhetoric) end, and politics begin in the allocation of scarce resources? Law and economics scholars, who more or less assume the virtues of the private market, in most contexts, will be especially challenged by Radin's anlysis. Her book is also beautifully written and displays an elegance and lucidity that is absent in much modern legal scholarship. -- Michael J. Trebilcock, University of TorontoAt a time when belief in markets is ascendant throughout the world, Contested Commodities challenges--at the most fundamental level--the very idea of exchanging things for money. Margaret Jane Radin's arguments are subtle and nuanced, and her central claim about the potentially dehumanizing effects of exchange is powerful and important. No one in recent decades has made this case against the dominance of markets as well as Radin. -- David Strauss, University of Chicago

Read more less

Book SynopsisThese essays assess specific themes in legal historian Morton Horwitz’s work, from the antebellum era to the Warren Court, from jurisprudence to the influence of economics on judicial doctrine. The essays are, like Horwitz, provocative and original as they continue his transformation of American legal history.

Read more less

Book SynopsisTrade Review"The book is worth reading from cover to cover. It is thoughtful, well written, lucidly surveys some well-known material, and brings useful insights using some of the tools of industrial organisation economics."---Geoffrey Wood, Central Banking Journal"Competition and Stability in Banking can be said to represent the best of available knowledge. . . . An impressive work of one of the leading economists in the field. It is first of all a (rather: the) new textbook on a Master or PhD level. Yet, it should also be mandatory reading to all economists (and lawyers) working in official or government agencies related to either banking regulation and supervision or competition."---Urs Birchler, Journal of Economics and StatisticsTable of ContentsList of Figures and Tables xi Preface xiii Abbreviations xvii Chapter 1 Introduction 1 Chapter 2 Trends in Banking 7 2.1 The Expansion of the Financial Sector, Economic Growth, Financial Innovation, and Systemic Risk 10 2.1.1 Financial Sector Growth and Economic Growth 10 2.1.2 Financial Innovation and Systemic Risk 12 2.2 Business Models and the Challenge to Traditional Banking 18 2.2.1 Business Models and New Competitors 18 2.2.2 The Evolution of Competition 21 2.3 Consolidation and the Evolution of Concentration 27 Chapter 3 Fragility in Banking and the Role of Regulation 37 3.1 The Uniqueness of Banks and Fragility 37 3.1.1 The Roots of Fragility 38 3.1.2 Contagion and Systemic Risk 40 3.1.3 Social Cost of Failure 43 3.2 Shadow Banking and the 2007-2009 Crisis 44 3.3 Regulation and Financial Stability Facilities 47 3.3.1 Regulatory Aims and Tools 47 3.3.2 Prudential Regulation and the Safety Net 48 3.3.3 Bailout Distortions 50 3.3.4 Resolution 51 3.4 The 2007-2009 Crisis, Regulatory Failure, and Regulatory Reform 53 3.4.1 The 2007-2009 Crisis and Regulatory Failure 53 3.4.2 Macroprudential Regulation 56 3.4.3 Regulatory Reform 57 3.5 Regulation in Emerging/Developing Economies 64 Chapter 4 The Analysis of Competition in Banking: Theory and Empirics 70 4.1 Theoretical Models 72 4.1.1 Pricing 72 4.1.2 Product Differentiation 73 4.1.3 Frictions: Switching Costs and Asymmetric Information 74 4.1.4 Network Externalities and Two-Sided Markets 76 4.1.5 Market Structure, Entry, and New Competitors 79 4.1.6 Mergers 83 4.2 Empirical Studies 85 4.2.1 The SCP Paradigm 85 4.2.2 The New Empirical IO 88 4.2.3 The Impact of Deregulation 91 4.2.4 Asymmetric Information and Relationship Banking 93 4.2.5 Mergers 94 4.3 Behavioral Industrial Organization and Banking 97 4.3.1 Behavioral Biases and Their Impact on Consumer Behavior 98 4.3.2 Biases in Financial Markets 100 Chapter 5 Competition, Regulation, and Stability in Banking: Theory and Evidence 106 5.1 Competition and Stability: The Theory 106 5.1.1 Competition and Runs 106 5.1.2 Competition and Risk Taking 109 5.2 Competition and Stability: The Evidence 115 5.2.1 Competition and Systemic Risk 115 5.2.2 Liberalization, Risk Taking, and Systemic Risk 116 5.2.3 Concentration, Competition, and Stability 118 5.2.4 Consolidation, Diversification, Internationalization, and Stability 121 5.2.5 Lessons from the Subprime Financial Crisis 122 5.3 Interaction of Competition Policy and Regulation 124 5.3.1 The Competition-Stability Trade-Off and Regulation 124 5.3.2 The Competition-Stability Trade-Off in Emerging Economies 129 5.3.3 Coordination of Competition Policy and Prudential Regulation 130 5.4 Assessment of the Regulatory Reform Post 2007-2009 Crisis 134 Chapter 6 An Overview of Competition Policy Practice 141 6.1 The Concerns of the Competition Authorities in the EU and the UK 142 6.1.1 The EU 142 6.1.2 The UK 143 6.2 Market Definition 146 6.3 Mergers 149 6.3.1 The United States 150 6.3.2 The EU 151 6.4 Cartels and Restrictive Agreements 154 6.4.1 International Cartels 156 6.4.2 Credit Cards and Two-Sided Markets 159 6.5 State Aid in the EU 161 6.6 Consumer Protection and Behavioral Banking 163 6.6.1 The United States 166 6.6.2 The EU 168 6.7 Banking Competition Policy in Emerging Economies 170 6.7.1 Brazil 170 6.7.2 China 172 6.7.3 India 174 6.7.4 Mexico 175 6.7.5 Russian Federation 178 6.7.6 Southern Mediterranean Countries 180 Chapter 7 Competition Policy, Regulatory Architecture, and Public Intervention in the Crisis 183 7.1 Regulatory Architecture and the Competition Authority 183 7.1.1 The Design of the Financial Regulatory Architecture 183 7.1.2 The EU 190 7.1.3 The UK 195 7.2 Public Intervention, State Ownership, and Competition Distortions 199 7.2.1 Systemic Crisis, State Aid, and Competitive Distortions 199 7.2.2 State Ownership in Banking 201 7.2.3 Savings Banks 202 7.3 Competition Policy and State Aid in the EU 205 7.3.1 The 2007-2009 Crisis and Banking Resolution Tools 206 7.3.2 State Aid and Competition Distortions 209 7.3.3 Competition Policy, TBTF, and Moral Hazard 213 7.4 Merger Policy and the "Failing-Firm Defense" Doctrine 215 7.4.1 The United States 215 7.4.2 The UK 216 7.4.3 The "Failing-Firm Defense" in Banking 217 7.4.4 Spain 218 Chapter 8 Summary of Findings and Policy Implications 222 8.1 Summary of Findings 222 8.1.1 Evolution of Banking 223 8.1.2 The Role of Regulation and the Response to the 2007-2009 Crisis 224 8.1.3 The Nature of Competition in Banking 227 8.1.4 The Trade-Off between Competition and Stability 229 8.1.5 Competition Policy Practice in the Banking Sector 231 8.2 Policy Implications 233 8.2.1 Competition Policy Recommendations 233 8.2.2 Assessment of Regulatory Reform 235 8.2.3 Regulation and Competition Policy Must Be Coordinated 237 8.2.4 Regulatory Architecture 239 8.3 Challenges 241 Notes 245 References 283 Index 315

Read more less

Book SynopsisTrade Review"The book is worth reading from cover to cover. It is thoughtful, well written, lucidly surveys some well-known material, and brings useful insights using some of the tools of industrial organisation economics."---Geoffrey Wood, Central Banking Journal"Competition and Stability in Banking can be said to represent the best of available knowledge. . . . An impressive work of one of the leading economists in the field. It is first of all a (rather: the) new textbook on a Master or PhD level. Yet, it should also be mandatory reading to all economists (and lawyers) working in official or government agencies related to either banking regulation and supervision or competition."---Urs Birchler, Journal of Economics and Statistics

Read more less

Book SynopsisThis timely Handbook marks a major shift in innovation studies, moving the focus of attention from the standard intellectual property regimes of copyright, patent, and trademark, to an exploration of trade secrecy and the laws governing know-how, tacit knowledge, and confidential relationships.Trade Review‘Rochelle Dreyfuss and Kathy Strandburg have assembled a star-studded cast of contributors for this new and welcome volume. Good academic works about trade secret law have been about as elusive as trade secrets themselves. This volume offers a wonderful contribution to the literature, and will certainly inspire much-needed further research in the area, both in the U.S. and elsewhere.’ -- Mark Janis, Indiana University, US‘Trade secret law is often seen as the “Cinderella” of intellectual property law, at least by scholars. But it is hugely important. This volume shows why. Trade secret law provides a window into so many areas of legal thought, and implicates a wide array of public policies. The editors have brought together a diverse set of challenging contributions, which highlight this breadth. Drawing on theory, history, and doctrine, collectively they comprise one of the most wide-ranging and provocative treatments of the field. The volume not only is essential reading for scholars tackling the role of trade secrets in our economy, but also offers important insights for anyone interested in intellectual property law more generally.’ -- Graeme B. Dinwoodie, University of Oxford, UKTable of ContentsContents: Introduction Rochelle C. Dreyfuss and Katherine J. Strandburg PART I: FOUNDATIONS 1. Trade Secrecy in Willy Wonka’s Chocolate Factory Jeanne C. Fromer 2. The Restatements, the Uniform Act and the Status of American Trade Secret Law Robert Denicola 3. Trade Secrecy, Innovation and the Requirement of Reasonable Secrecy Precautions Robert G. Bone 4. Trade Secrecy and Common Law Confidentiality: The Problem of Multiple Regimes Charles Tait Graves 5. The Surprising Virtues of Treating Trade Secrets as IP Rights Mark A. Lemley 6. Trade Secrets as Intellectual Property Rights: A Disgraceful Upgrading – Notes on an Italian ‘Reform’ Gustavo Ghidini and Valeria Falce 7. Trade Secret Law and Information Development Incentives Michael Risch PART II: SECRECY AND SHARING 8. How Trade Secrecy Law Generates a Natural Semicommons of Innovative Know-how Jerome H. Reichman 9. Open Innovation and the Private-collective Model for Innovation Incentives Eric von Hippel and Georg von Krogh 10. Open Secrets Michael J. Madison 11. Uncorking Trade Secrets: Sparking the Interaction between Trade Secrecy and Open Biotechnology Geertrui Van Overwalle PART III: IMPACT ON OTHER PUBLIC POLICY ARENAS 12. First Amendment Defenses in Trade Secrecy Cases Pamela Samuelson 13. Trade Secrets and the ‘Philosophy’ of Copyright: A Case of Culture Crash Diane Leenheer Zimmerman 14. Trade Secrets and Antitrust Law Harry First 15. The Troubling Consequences of Trade Secret Protection of Search Engine Rankings Frank Pasquale 16. The Impact of Trade Secrecy on Public Transparency David S. Levine 17. Trade Secrets and Information Access in Environmental Law Mary L. Lyndon 18. Data Secrecy in the Age of Regulatory Exclusivity Rebecca S. Eisenberg PART IV: INTERNATIONAL ISSUES 19. Trade Secrets and Traditional Knowledge: Strengthening International Protection of Indigenous Innovation Doris Estelle Long 20. The Limits of Trade Secret Law: Article 39 of the TRIPS Agreement and the Uniform Trade Secrets Act on which it is Based Sharon K. Sandeen 21. Test Data Protection: Rights Conferred Under the TRIPS Agreement and Some Effects of TRIPS-plus Standards Carlos M. Correa Index

Read more less

Book SynopsisIn this fully revised and updated edition, Christopher Bovis provides a detailed, critical, concise and accessible overview of the public procurement legal framework and its interaction with policies within the European Union and the Member States.Trade ReviewThe Second Edition of EU Public Procurement Law provides a comprehensive view of the policies, legislation and cases that define this area of law. Written from a pan-European perspective, it will be a useful guide for students and practitioners alike. As well as describing the public contracts, utilities and remedies directives, this work details the European cases that have shaped the law and the relationship between procurement law and other forms of regulation such as state aid. Of particular interest to the practitioner, there are specific sections on remedies, evaluation criteria and different forms of procurement such as services concessions, public-private partnerships and public-public partnerships. --Hazel Grant, Partner, Bristows, London, UKAcclaim for first edition: This book will serve as an essential resource for anyone interested in the legal regime of public procurement. It offers a comprehensive and topical analysis of EU law and its interaction with national law and policies in an area of growing economic importance. --Ruth Nielsen, Copenhagen Business School, DenmarkTable of ContentsContents: Preface Introduction 1. Public Procurement and the Single Market 2. The Legal Framework of Public Sector Procurement 3. The Legal Framework of Utilities Procurement 4. Redress and Remedies in Public Procurement 5. The Doctrines and Principles of Public Procurement 6. The Notion of Contracting Authorities 7. The Notion of Public Contracts 8. The Award of Public Procurement Contracts 9. Procurement and Partnerships Conclusion Index

Read more less

Book SynopsisPrivate Enforcement of Antitrust Law in the United States is a comprehensive Handbook, providing a detailed, step-by-step examination of the private enforcement process, as illuminated by many of the countryâs leading practitioners, experts, and scholars.Trade Review’The 2012 Handbook is one of the most practical and strategic looks at the formulation and conduct of private treble litigation available. It is practically unique in going beyond the substance of the antitrust law and giving the reader a peek behind the curtain as to how private antitrust litigation actually functions. It will prove to be of great value to students and practitioners, both inside and outside the United States, who want to understand what really occurs in and outside the courtroom.’ -- --World Competition: Law and Economics ReviewTable of ContentsContents: Preface Albert A. Foer and Randy M. Stutz Introduction: Benefits of Private Enforcement Robert H. Lande 1. Defining Antitrust Violations in the United States Bonny E. Sweeney 2. Pre-complaint Activities Craig C. Corbitt, Judith A. Zahid and Patrick B. Clayton 3. Parties Entitled to Pursue a Claim Eric L. Cramer and Daniel C. Simons 4. Initiation of a Private Action Michael D. Hausfeld 5. Class Actions J. Douglas Richards, Michael B. Eisenkraft and Abigail E. Shafroth 6. Procedural Defenses Short of Trial Jonathan L. Rubin 7. Pretrial Discovery in Civil Litigation Joseph Goldberg and Dan E. Gustafson 8. Economic Experts James Langenfeld, Gregory G. Wrobel and Michael J. Waters 9. Plaintiffs’ Remedies W. Joseph Bruckner and Matthew R. Salzwedel 10. Funding Litigation K. Craig Wildfang and Stacey P. Slaughter 11. Interaction of Public and Private Enforcement Kevin J.L. O’Connor, Anthony J. Gaughan, Hannah L. Renfro, Adam C. Briggs and Wendy K. Arends 12. Settlement Practice from Both a Plaintiff and Defense Perspective Joseph Tabacco and Scott Martin 13. Class Notice and Claims Administration Katherine Kinsella and Shannon Wheatman 14. Cy Pres as a Remedy in Private Antitrust Litigation Albert A. Foer 15. Proposals for Reform Pamela Gilbert and Victoria Romanenko Index

Read more less

Book SynopsisTrade Review‘The book contains 10 chapters across 170 pages, wherein Ferrari et al. do an excellent job of introducing the uninitiated to “internationalist” perspectives of the recognition and enforcement of foreign arbitral awards, greatly simplifying the topic to ensure the reader’s comprehension. However, experts in this area of law will equally enjoy the extensive comparative jurisprudence that is drawn upon in the book. Besides, it makes for a very interesting read: I finished it in just two days!’ -- Chukwuma Okoli, Conflictoflaws.net blog‘Quintessence is the queen of a land of speculative science in Rabelais' Gargantua. The New York Convention is our quintessence in the art that we call international arbitration. We can be grateful that we are able to practice our trade with the benefit of the insights of those who scrutinize our field around the world. Guidance on the New York Convention should be as practical and intellectually stimulating as this book.’ -- Julie Bédard, Skadden, Arps, Slate, Meagher & Flom LLP, US and BrazilTable of ContentsContents: 1. The New York Convention as an instrument of uniform law 2. Scope of application 3. The recognition and enforcement of arbitration agreements 4. The duty to recognize and enforce arbitral awards and its limitations 5. Grounds for refusal related to jurisdiction 6. Grounds for refusal related to proper notice and the ability to present one’s case 7. Grounds for refusal related to procedure 8. Grounds for refusal related to the award’s status under the law applicable to it 9. Grounds for refusal related to public policy 10. The procedure and formal requirements for recognition and enforcement Index

Read more less

Book SynopsisTrade Review'A real masterpiece, brilliantly pressing for a change that is necessary and feasible.' -- Lawrence Lessig, Harvard Law School, US‘As our world becomes increasing digital, both law and code become central to management of rights and access to justice. The two modes of management are often seen as being in conflict, but increasingly far-sighted scholars like Prof. Schrepel are seeing that there are opportunities for synergy. This book is a clear step forward in building a system of digital law that works, and a must-read for those concerned about our digital future.’ -- ­– Alex ‘Sandy’ Pentland, Massachusetts Institute of Technology, US‘From Code of Hammurabi (1754 BC) to the Internet of Things and Artificial Intelligence this book links a deep understanding of law and technology, Blockchain and Antitrust. It offers a highly appreciated contribution to the Blockchain debate and practical use cases, which are very much needed in often theoretical discussions.’ -- Theodor Thanner, President of the Austrian Federal Competition Authority, Austria‘Grounded in Schrepel's solid understanding of the law and technology debate, this book offers a unique framework and important guide for thinking through the many ways in which Antitrust law and Blockchain technologies can be complementary and create efficiencies from collaboration.’ -- Roland Vogl, CodeX - The Stanford Center for Legal Informatics, US‘Packed with stimulating suggestions and insights, this is the first book exploring the role of competition law in regulating blockchain. Thibault Schrepel skillfully blends an accessible examination of the technology at play with a discussion about how competition law should be applied to both control and support its development.’ -- Giorgio Monti, Tilburg University, the Netherlands‘Traditional financial payment systems run by banks or by tech companies such as PayPal have natural network effects, and are held to be open to some degree of monopoly. Blockchain systems, because they are highly distributed and transparent, are often said to be free of such tendencies. Thibault Schrepel argues this isn’t true: blockchains may foster anticompetitive practices in many ways. As our economic world moves increasingly into cryptocurrencies and blockchain transactions, Schrepel’s analysis and suggested remedies are both timely and important.’ -- W. Brian Arthur, Santa Fe Institute, US‘Data and Antitrust have become a hot button issue. However, as of yet there is little legal scholarly writing on the topic of how blockchain with its promise of data integrity will change this debate. This book tries to do precisely that, and is an incredibly useful read for any legal scholar interested in the digital space.’ -- Catherine Tucker, Massachusetts Institute of Technology, US‘Thibault Schrepel’s Blockchain + Antitrust: the Decentralization Formula, is an eminently readable and satisfying examination of the history, technology, and incipient law of Blockchain – from its historical roots in a libertarian search for order, to its complex and often misunderstood internal workings, and finally to the abundant legal concerns that might loom in the future. This book is particularly helpful for someone who needs to be guided through Blockchain’s most important technical and operational elements.’ -- Herbert Hovenkamp, University of Pennsylvania Law School and the Wharton School, US‘By reducing transaction costs and facilitating trust among parties to transactions, blockchains reduce the need for centralized legal structures in economic activity. They also make transactions less transparent to regulators and can be used to harbor anticompetitive practices. Hence they contribute to deconcentrating economic structures and, simultaneously, raise challenges for competition law enforcement. However, competition authorities can also benefit from the blockchain technology in their enforcement activity. Thibault Schrepel in this path-breaking book explores the evolving complex relationship between blockchain and antitrust and the ways they can benefit from one another. This forward-looking and fascinating analysis is a must read for anyone interested in one of the most important technological development of our time.’ -- Frederic Jenny, OECD Competition Committee, France‘More than any other field of business law, antitrust has much in common with emerging blockchain technologies. Dr. Schrepel has been at the forefront of research in the relationship between these two fields. His hopeful approach, as discussed in this book, towards a mutually beneficial relationship between antitrust law amd blockchain technology will help ensure maximal realization of the efficiency-enhancing promise of blockchain – namely, lowering the costs of networking and increasing transparency. Moreover, this book does an excellent job of discussing both the procompetitive (favored by the antitrust laws) attributes of blockchain and its ability to facilitate anticompetitive harm (outlawed by the antitrust laws), and showing how the law and the emerging technology can live in harmony to the benefit of consumers. I was proud, as head of the DOJ Antitrust Division, to have the Division join Dr. Schrepel’s academic project on this topic and look forward to his continued contributions to this important emerging field.’ -- Makan Delrahim, Department of Justice Antitrust Division, US‘This book is the first of its kind. Schrepel’s work will no doubt appeal to antitrusters looking for a didactic introduction to the blockchain. It will also be of more general interest to any reader with a concern for the future of law and public policy in a technology-driven world. A must-read.’ -- Nicolas Petit, European University Institute, Italy‘Blockchain technology has been offered as a solution to any number of problems, and sometimes – to its detriment – as a panacea. Here, Schrepel follows the thread of decentralization to explore this technology alongside the goals of antitrust law. It's a worthy provocation, even as blockchains’ value, and future, are hotly contested.’ -- Jonathan Zittrain, Harvard University, USTable of ContentsContents: Preface Introduction: the decentralization PART 1 A COMMON AMBITION 1. Blockchain: from ideology to implementation 2. Blockchain’s toolbox 3. Blockchain and Darwin 4. Decentralization? 5. Comes antitrust: the paradox PART 2 BEST FRENEMIES? 6. The theory of the firm 7. The theory of granularity 8. Collusion on blockchain 9. Collusion using blockchain 10. Blockchain power 11. Blockchain and monopolization 12. Blockchain and merger control PART 3 ALLIES 13. Law + technology 14. Running the formula 15. Blockchain’s future Index

Read more less

Book SynopsisTrade Review‘The book contains 10 chapters across 170 pages, wherein Ferrari et al. do an excellent job of introducing the uninitiated to “internationalist” perspectives of the recognition and enforcement of foreign arbitral awards, greatly simplifying the topic to ensure the reader’s comprehension. However, experts in this area of law will equally enjoy the extensive comparative jurisprudence that is drawn upon in the book. Besides, it makes for a very interesting read: I finished it in just two days!’ -- Chukwuma Okoli, Conflictoflaws.net blog‘Quintessence is the queen of a land of speculative science in Rabelais' Gargantua. The New York Convention is our quintessence in the art that we call international arbitration. We can be grateful that we are able to practice our trade with the benefit of the insights of those who scrutinize our field around the world. Guidance on the New York Convention should be as practical and intellectually stimulating as this book.’ -- Julie Bédard, Skadden, Arps, Slate, Meagher & Flom LLP, US and BrazilTable of ContentsContents: 1. The New York Convention as an instrument of uniform law 2. Scope of application 3. The recognition and enforcement of arbitration agreements 4. The duty to recognize and enforce arbitral awards and its limitations 5. Grounds for refusal related to jurisdiction 6. Grounds for refusal related to proper notice and the ability to present one’s case 7. Grounds for refusal related to procedure 8. Grounds for refusal related to the award’s status under the law applicable to it 9. Grounds for refusal related to public policy 10. The procedure and formal requirements for recognition and enforcement Index

Read more less

Book SynopsisNo single-volume publication brings together as many diverse and stimulating perspectives on secured financing law as does this EE Research Handbook. Its great strengths are asking hard questions and recognizing how difficult reform is. Contributors report on what works (and what doesn't), drawing on evidence from legal systems less often studied in this context (e.g., Brazil, Morocco). I cannot imagine a researcher in the field who would not be intrigued by analysis of such issues as access of women to secured financing, constraints Shari ah places on use of security devices, and reasons for Russia's meandering path to modernization.'- Peter Winship, SMU Dedman School of Law, USThis cutting-edge Handbook presents an overview of research and thinking in the field of secured financing, examining international standards and best practices of secured transactions law reform and its economic impact. Expert contributors explore the breadth and depth of the subject matter across diverse sectors, and illustrate the choices and trade-offs that policy makers face via a number of illuminating case studies.The book explores groundbreaking research across a comprehensive range of sectors and countries, including new, original analysis of Shari'ah compliant collateral regimes and improved access to finance for women. A diverse group of experts offer cutting-edge points of view as well as case studies from England and Wales, Morocco, Russia and Romania.The result is a unique and wide-ranging examination of secured transactions reform across the world and a valuable resource for researchers, government and development agencies, banks, and law firms.Contributors: J. Armour, S. Bazinas, N. Budd, A. Burtoiu, R. Calnan, F. Dahan, M. Dubovec, L. Gullifer, I. Istuk, T. Johnson, O. Lemseffer, C. de Lima Ramos, J. Lymar, C. Manuel, M.J.T. McMillen, A.P. Menezes, M. Mourahib, E. Murray, N. Nikitina, V. Padurari, J.-H. Röver, M. Uttamchandani, K. van Zwieten, P.R. WoodTrade Review‘No single-volume publication brings together as many diverse and stimulating perspectives on secured financing law as does this Research Handbook. Its great strengths are asking hard questions and recognizing how difficult reform is. Contributors report on what works (and what doesn’t), drawing on evidence from legal systems less often studied in this context (e.g., Brazil, Morocco). I cannot imagine a researcher in the field who would not be intrigued by analysis of such issues as access of women to secured financing, constraints Shari’ah places on use of security devices, and reasons for Russia’s meandering path to modernization.’ -- Peter Winship, Southern Methodist University, Dedman School of Law, USTable of ContentsContents: Foreword Philip R. Wood PART I SECURED TRANSACTIONS LAW, ECONOMIC IMPACT AND REFORM 1. How do Creditor Rights Matter for Debt Finance? A Review of Empirical Evidence John Armour, Antonia Menezes, Mahesh Uttamchandani And Kristin Van Zwieten 2. The Influence of the UNCITRAL Legislative Guide On Secured Transactions Spyridon V. Bazinas 3. A Single Framework Governing Secured Transactions? Comparative Reflections Frederique Dahan 4. Implementing Shari’ah-Compliant Collateral Security Regimes: Select Issues Michael J.T. Mcmillen 5. Levelling the Legal Playing Field: What the Law Can and Can’t do to Improve Women’s Access to Secured Finance Clare Manuel PART II SECURED FINANCING: MANY FACETS AND CONTEXTS 6. Untying the Gordian Knot: Farmers, Banks, Insurers, Warehouse Receipts, Commodity Exchanges, Collateral Managers and Access to Credit Nicholas Budd 7. Sowing the Good Seeds: The Brazilian Experience of Agriculture Financing Christian de Lima Ramos 8. The Potential of Factoring for Improving SME Access to Finance Ivor Istuk 9. Security in Project Finance and PPP and the Implications for Secured Transactions Law: “Security is a Shield, Not a Sword” Jan-Hendrik Röver 10. Keeping it Real: SME Financing, Secured Transactions and Risk Appetite Tom Johnson 11. Financial Collateral Arrangements and the Financial Markets Edward Murray 12. Fundamentals of Taking Security Interests in Bank Accounts Marek Dubovec PART III TRENDS AND PERSPECTIVES FOR REFORM 13. Secured Transactions Law Reform in Russia: A Tortuous but Ultimately Successful Journey Natalia Nikitina and Julia Lymar 14. Reforming an Established Secured Transactions Legal System: Why and How Morocco is Approaching the Challenge Mustapha Mourahib, Bertrand Fournier-Montgieux and Ouns Lemseffer 15. Taking Stock of Romanian Secured Transactions After 15 Years of Reform: A Mapping of Past, Present and Future Milestones Victor Pădurari and Andreea Simona Burtoiu 16. Piecemeal Reform: Is it The Answer? Louise Gullifer 17. What Makes a Good Law of Security? Richard Calnan Index

Read more less

Book SynopsisThis book is a detailed overview of the corporate and financial laws of Korea and analyzes current issues within those fields from both academic and practical perspectives, providing a unique tool for understanding Korean law in a business and financial context. The approach of the book is two-fold. On the one hand the book offers valuable insight into the fundamental principles of Korean business law, and landmark cases in the field. On the other hand there is extensive analysis of more recent developments and of current issues raised by recent court cases. The book combines coverage of Korean corporate law and Korean financial law and includes detailed examination of corporate law issues such as director liability, minority shareholder protection, and the dynamic practice area of mergers and acquisitions, and of financial law topics, including private equity, structured finance and foreign financial institutions. A rich and extensive resource with insight from leading scholars and practitioners, Korean Business Law will be of great benefit both to lawyers who have clients with business interests in Korea, and to scholars of international corporate law and governance. Contributors: B.S. Black, B.R. Cheffins, A.Z. Chen, J. Cho, H.J. Kang, T.D. Kang, H.-J. Kim, H. Kim, S.G. Kim, M. Klausner, K.H. Moon, H. Oh, S.-J. Park, A.C. Pritchard, H.-J. Rho, E.Y. ShinTrade ReviewWe welcome this thought-provoking title as a great introduction to those new to both the country itself and how its own legal system for business is structured so you have some idea of how to do business the Korean way. --Phillip Taylor MBE and Elizabeth Taylor, The Barrister MagazineTable of ContentsContents: Preface 1. Directors’ Duties and Liabilities in Korean Companies Hwa-Jin Kim and Sung-Joon Park 2. Shareholder Suits Against Korean Directors Bernard S. Black, Brian R. Cheffins and Michael Klausner 3. New Squeeze-out Devices as a Part of Corporate Law Reform in Korea Hyeok-Joon Rho 4. Monitoring of Corporate Groups by Independent Directors A.C. Pritchard 5. Piercing of the Corporate Veil in Korea: Case Commentary Joseph Cho and Eun Young Shin 6. The Range and Scope of Accounting Books and Records Tony DongWook Kang 7. Review of Korean Laws Pertinent to Foreign Financial Institutions’ Korean Business: With Emphasis on a Few Issues that are Frequently Raised in Practice Hyunjoo Oh 8. Recent Regulatory Developments Regarding ABS in Korea Kyung Hwa Moon 9. Private Equity in Korea: History, Industry and Policy Hwa-Jin Kim and Alice Z. Chen 10. The Present and Future of Private Equity Funds (PEF) in Korea Hee Jeu Kang and Hyun Kim 11. The Market for Corporate Control in Korea Hwa-Jin Kim 12. Issuance of New Shares as a Takeover Defense and Countermeasures Sang Gon Kim Index

Read more less

Book SynopsisComprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics. Contributors: R.B. Ahdieh, V. Atanasov, S.M. Bainbridge, B. Black, M.M. Blair, M.T. Bodie, C.S. Ciccotello, D.C. Clarke, L.A. Cunningham, A. Darbellay, S.M. Davidoff, L.M. Fairfax, F. Ferri, J.E. Fisch, T. Frankel, R.J. Gilson, S.J. Griffith, C.A. Hill, R. Kraakman, D.C. Langevoort, I.B. Lee, B.H. McDonnell, R.W. Painter, F. Partnoy, D.G. Smith, R.S. Thomas, R.B. Thompson, D.I. Walker, C.K. WhiteheadTrade Review’The text as a whole is comprehensive and the analysis is very clear and precise. Readers will find the content interesting, including recent developments in law and economics; this book is a 'must have' for academics and practitioners in law and economics... Each article features a well-written reference that is beneficial to readers particularly when the article refers to a particular theory that is difficult to comprehend in the first instance... this Handbook is clearly presented and well researched. The articles are comprehensive in nature and closely tied to each other. Therefore it is undoubtedly invaluable to academics, researchers and students who are interested in economics and corporate law in the United States as well as comparative law studies.’ -- Jerome Chan, International Company and Commercial Law ReviewTable of ContentsContents: 1. Introduction: The Evolution of the Economic Analysis of Corporate Law Claire A. Hill and Brett H. McDonnell PART I: CORPORATE CONSTITUENCIES 2. Director Primacy Stephen M. Bainbridge 3. Corporate Law and the Team Production Problem Margaret M. Blair 4. The Role of Shareholders in the Modern American Corporation D. Gordon Smith 5. Creditors and Debt Governance Charles K. Whitehead 6. Employees and the Boundaries of the Corporation Matthew T. Bodie 7. The Role of the Public Interest in Corporate Law Ian B. Lee PART II: INSIDER GOVERNANCE 8. Fiduciary Duties: The Emerging Jurisprudence Claire A. Hill and Brett H. McDonnell 9. Empirical Studies of Representative Litigation Randall S. Thomas and Robert B. Thompson 10. The Elusive Quest for Director Independence Lisa M. Fairfax 11. ‘Low-Cost’ Shareholder Activism: A Review of the Evidence Fabrizio Ferri 12. Takeover Theory and the Law and Economics Movement Steven M. Davidoff 13. The Law and Economics of Executive Compensation: Theory and Evidence David I. Walker PART III: GATEKEEPERS 14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial Meltdown Richard W. Painter 15. Credit Rating Agencies and Regulatory Reform Aline Darbellay and Frank Partnoy 16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step Back Lawrence A. Cunningham 17. The Role and Regulation of the Research Analyst Jill E. Fisch 18. D&O Insurance and the Ability of Shareholder Litigation to Deter Sean J. Griffith 19. The Influence of Investment Banks on Corporate Governance Tamar Frankel PART IV: JURISDICTION 20. Varieties of Corporate Law-Making: Competition, Preemption, and Federalism Robert B. Ahdieh 21. The Past and Future of Comparative Corporate Governance Donald C. Clarke PART V: NEW THEORY 22. Self-Dealing by Corporate Insiders: Legal Constraints and Loopholes Vladimir Atanasov, Bernard Black and Conrad S. Ciccotello 23. Behavioral Approaches to Corporate Law Donald C. Langevoort 24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis? Ronald J. Gilson and Reinier Kraakman Index

Read more less

Book SynopsisPrivate Enforcement of Antitrust Law in the United States is a comprehensive Handbook, providing a detailed, step-by-step examination of the private enforcement process, as illuminated by many of the country's leading practitioners, experts, and scholars. Written primarily from the viewpoint of the complainant, the Handbook goes well beyond a detailed cataloguing of the substantive and procedural considerations associated with individual and class action antitrust lawsuits by private individuals and businesses. It is a collection of thoughtful essays that delves deeply into practical and strategic considerations attending the decision-making of private practitioners. This eminently readable and authoritative Handbook will prove to be an invaluable resource for anyone associated with the antitrust enterprise, including both inexperienced and seasoned practitioners, law professors and students, testifying and consulting economists, and government officials involved in overlapping public/private actions and remedies. Contributors: W.K. Arends, A.C. Briggs, W.J. Bruckner, P.B. Clayton, C.C. Corbitt, E.L. Cramer, M.B. Eisenkraft, A.A. Foer, A.J. Gaughan, P. Gilbert, J. Goldberg, D.E. Gustafson, M.D. Hausfeld, K. Kinsella, R.H. Lande, J. Langenfeld, S. Martin, K.J.L. O'Connor, H.L. Renfro, J.D. Richards, V. Romanenko, J.L. Rubin, M.R. Salzwedel, A.E. Shafroth, D.C. Simons, S.P. Slaughter, R.M. Stutz, B.E. Sweeney, J. Tabacco, M.J. Waters, S. Wheatman, K.C. Wildfang, G.G. Wrobel, J.A. ZahidTrade Review’The 2012 Handbook is one of the most practical and strategic looks at the formulation and conduct of private treble litigation available. It is practically unique in going beyond the substance of the antitrust law and giving the reader a peek behind the curtain as to how private antitrust litigation actually functions. It will prove to be of great value to students and practitioners, both inside and outside the United States, who want to understand what really occurs in and outside the courtroom.’ -- --World Competition: Law and Economics ReviewTable of ContentsContents: Preface Albert A. Foer and Randy M. Stutz Introduction: Benefits of Private Enforcement Robert H. Lande 1. Defining Antitrust Violations in the United States Bonny E. Sweeney 2. Pre-complaint Activities Craig C. Corbitt, Judith A. Zahid and Patrick B. Clayton 3. Parties Entitled to Pursue a Claim Eric L. Cramer and Daniel C. Simons 4. Initiation of a Private Action Michael D. Hausfeld 5. Class Actions J. Douglas Richards, Michael B. Eisenkraft and Abigail E. Shafroth 6. Procedural Defenses Short of Trial Jonathan L. Rubin 7. Pretrial Discovery in Civil Litigation Joseph Goldberg and Dan E. Gustafson 8. Economic Experts James Langenfeld, Gregory G. Wrobel and Michael J. Waters 9. Plaintiffs’ Remedies W. Joseph Bruckner and Matthew R. Salzwedel 10. Funding Litigation K. Craig Wildfang and Stacey P. Slaughter 11. Interaction of Public and Private Enforcement Kevin J.L. O’Connor, Anthony J. Gaughan, Hannah L. Renfro, Adam C. Briggs and Wendy K. Arends 12. Settlement Practice from Both a Plaintiff and Defense Perspective Joseph Tabacco and Scott Martin 13. Class Notice and Claims Administration Katherine Kinsella and Shannon Wheatman 14. Cy Pres as a Remedy in Private Antitrust Litigation Albert A. Foer 15. Proposals for Reform Pamela Gilbert and Victoria Romanenko Index

Read more less

Book SynopsisResearch on executive compensation has exploded in recent years, and this volume of specially commissioned essays brings the reader up-to-date on all of the latest developments in the field. Leading corporate governance scholars from a range of countries set out their views on four main areas of executive compensation: the history and theory of executive compensation, the structure of executive pay, corporate governance and executive compensation, and international perspectives on executive pay. The authors analyze the two dominant theoretical approaches - managerial power theory and optimal contracting theory - and examine their impact on executive pay levels and the practices of concentrated and dispersed share ownership in corporations. The effectiveness of government regulation of executive pay and international executive pay practices in Australia, the US, Europe, China, India and Japan are also discussed. A timely study of a controversial topic, this Handbook will be an essential resource for students, scholars and practitioners of law, finance, business, and accounting. Contributors: C. Amatucci, R. Bender, S. Bhagat, W. Bratton, S. Chahine, R. Chakrabarti, M.J. Conyon, G. Ferrarini, M. Firth, M. Goergen, B. Haar, L. He, M.T. Henderson, J.G. Hill, K. Kubo, T.Y. Leung, G. Loutzenhiser, M. Lubrano di Scorpaniello, J.A. McCahery, N. Moloney, K.J. Murphy, L. Oxelheim, L. Renneboog, R. Romano, O.M. Rui, Z. Sautner, K. Sheehan, K. Subramanian, R.S. Thomas, S. Thompson, G. Trojanowski, H. Wells, C. Wihlborg, J. Winter, P.K. Yadav, Y. Yadav, J. ZhangTrade Review‘. . . A controversial and endlessly debatable topic on which this book sheds considerable light and is a most welcome commentary. . . Rather than a collection of learned essays gleaned from various academic journals worldwide, the articles contained within this quite fascinating work of reference - all extensively footnoted - have all been specially commissioned by the editors to provide a wealth of informed, up-to-date commentary on the latest contributions to this debate worldwide from top scholars in this field. . . The book does provide copious resources for further research in the form of footnotes, extensive bibliographies at the end of each article and a detailed index at the back. With its global perspective and erudite approach, this book would certainly be an asset to anyone involved professionally or academically in any matters relating to executive pay.’ -- Phillip Taylor MBE and Elizabeth Taylor, The Barrister MagazineTable of ContentsContents: Introduction PART I: HISTORY AND THEORY 1. The Politics of Pay: A Legislative History of Executive Compensation Kevin J. Murphy 2. U.S. Executive Compensation in Historical Perspective Harwell Wells 3. Executive Pay and Corporate Governance Reform in the UK: What Has Been Achieved? Steve Thompson 4. Governance Codes, Managerial Remuneration and Disciplining in the UK: A History of Governance Reform Failure? Luc Renneboog and Grzegorz Trojanowski 5. Agency Theory and Incentive Compensation William Bratton PART II: THE STRUCTURE OF EXECUTIVE PAY 6. Bankers’ Compensation and Prudential Supervision: The International Principles Guido Ferrarini 7. Reforming Financial Executives’ Compensation for the Long Term Sanjai Bhagat and Roberta Romano 8. How to Avoid Compensating the CEO for Luck: The Case of Macroeconomic Fluctuations Lars Oxelheim, Clas Wihlborg and Jianhua Zhang 9. CEO Compensation and Stock Options in IPO Firms Salim Chahine and Marc Goergen 10. Corporate Governance Going Astray: Executive Remuneration Built to Fail Jaap Winter PART III: CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION 11. Regulating Executive Remuneration After the Global Financial Crisis: Common Law Perspectives Jennifer G. Hill 12. Institutional Investor Preferences and Executive Compensation Joseph A. McCahery and Zacharias Sautner 13. Say on Pay and the Outrage Constraint Kym Sheehan 14. Taxing Executive Compensation Glen Loutzenhiser 15. Insider Trading and Executive Compensation: What We Can Learn from the Experience with Rule 10b5-1 M. Todd Henderson 16. Executive Compensation Consultants Ruth Bender PART IV: INTERNATIONAL PERSPECTIVES ON EXECUTIVE PAY 17. Lessons from the Rapid Evolution of Executive Remuneration Practices in Australia: Hard Law, Soft Law, Boards and Consultants Randall S. Thomas 18. Presidents’ Compensation in Japan Katsuyuki Kubo 19. Top Executive Pay in China Michael Firth, Tak Yan Leung and Oliver M. Rui 20. Executive Compensation and Pay for Performance in China Martin J. Conyon and Lerong He 21. Executive Compensation in India Rajesh Chakrabarti, Krishnamurthy Subramanian, Pradeep K. Yadav and Yesha Yadav 22. The EU and Executive Pay: Managing Harmonization Risks Niamh Moloney 23. Executive Compensation under German Corporate Law: Reasonableness, Managerial Incentives and Sustainability in Order to Enhance Optimal Contracting and to Limit Managerial Power Brigitte Haar 24. Director and Executive Compensation Regulations for Italian Listed and Closed Corporations Carlo Amatucci and Manlio Lubrano di Scorpaniello Index

Read more less

Book SynopsisIn this unique study Marek Dubovec examines contemporary commercial relationships between investors and their intermediaries - relationships based on accounts that hold intangible rights to securities, funds, and commodity contracts. Such accounts have replaced the traditional physical possession and delivery of tangible objects, such as security certificates, coins, and commodities that were previously used in commercial relationships.The author identifies and explains the critical components and functions of the systems for the holding of rights in accounts with intermediaries, identifying underlying principles that should be embodied in modern legislation underpinning the law of accounts. He not only compares the three major account-based systems, but does so from a comparative law perspective. He looks particularly at the differences between developed economies, which have established efficiently functioning accounts-based systems, and the majority of developing economies, which have yet to implement or modernize their accounts-holding systems.Contents: Preface Background Part I: Securities Accounts Relationships 1. Introduction to Part I 2. Securities Account Relationships 3. Transfers of Intermediated Securities, Finality and Security Interests 4. Summary of Part I Part II: Bank Account Relationships 5. Introduction to Part II 6. Bank Account Relationships 7. Funds Transfers, Finality and Security Interests 8. Summary of Part II Part III: Commodity Accounts Relationships 9. Introduction to Part III 10. Commodity Account Relationships 11. Commodity Transfers, Finality and Security Interests 12. Summary of Part III Conclusion IndexTrade ReviewThe Law of Securities, Commodities and Bank Accounts is one of the few legal books that focus exclusively on describing the intricate legal aspects of securities, commodities and bank accounts. Furthermore, unlike other legal works dealing with similar subject matter, its compact size makes it an excellent travel companion.' --Banking & Finance Law Review'This remarkable book offers a broad and comprehensive examination of the law of accounts. The author has succeeded in covering an impressive number of intricate legal questions with unsurpassable clarity. The book brings together topics that are rarely analyzed together, and enriches the perspective of the reader with frequent and exact references to other legal systems' --José M. Garrido, LEGPS - The World Bank'To conclude, this is a thought provoking technical book written with a considerable insight into secured transactions law. Dr Dubovec's careful elucidation and comparative analysis of the policy problems inherent in the law of securities, commodities and bank accounts is to be commended to all those with an interest in this field.' --Journal of International Banking Law and RegulationTable of ContentsContents: Preface Background Part I: Securities Accounts Relationships 1. Introduction to Part I 2. Securities Account Relationships 3. Transfers of Intermediated Securities, Finality and Security Interests 4. Summary of Part I Part II: Bank Account Relationships 5. Introduction to Part II 6. Bank Account Relationships 7. Funds Transfers, Finality and Security Interests 8. Summary of Part II Part III: Commodity Accounts Relationships 9. Introduction to Part III 10. Commodity Account Relationships 11. Commodity Transfers, Finality and Security Interests 12. Summary of Part III Conclusion Index

Read more less

Book SynopsisThis detailed study presents an accessible examination of how upstream petroleum activities are regulated in developed and developing petroleum countries. It includes a particular focus on the granting of access to petroleum resources, and incorporates a thorough consideration of the concept of Lex Petrolea.Different countries utilize a variety of legal models for regulating the exploitation of petroleum resources and two internationally recognized systems of managing natural resources are salient: concessionary systems and contractual systems. Expert contributors provide a detailed and insightful overview of the licensing and concession system that is used to award access to petroleum in many countries. They address topics such as auctions and work program bidding, and consider contexts such as offshore petroleum and the Russian system. The book considers the international nature of petroleum, alongside how licenses are granted under the bid and discretionary system. It includes a comparative analysis of the award of licenses in the countries discussed.This discerning and comprehensive work will be a useful entry point for students embarking study in petroleum law. Academics will find this timely examination to be an indispensable overview of upstream operations. Practitioners will find this book an illustrative review of the origins of issues surrounding regulatory frameworks in managing natural resources.Contributors: S.W. Amaduobogha, O.L. Anderson, K. Fletcher-Johnson, G. Gordon, T. Hunter, A. Kompaniets, S. Kozuka, C. Kulander, E. Nordtveit, J. Paterson, E.G. Pereira, K. Svendsen, A. WawrykTrade Review'Tina Hunter has provided both practitioners and academics with a useful and much-needed handbook. It reminds the practitioner of the wider context and origins of the issues that comprise their daily work. For the lawyer moving into petroleum law for the first time, it gives a useful introduction. And the academics and students of petroleum law receive an introduction to some of the nitty gritty detail of petroleum contracts.' --Philip Andrews-Speed, National University of Singapore'Regulatory and contractual frameworks for upstream energy is a complex but highly relevant topic. By attracting an impressive list of academics and practitioners to examine and analyze some of the main areas for upstream operations, Dr Hunter provides a lucid account of the main elements in these systems. The book is an important addition to the existing body of literature on the topic.' --Kim Talus, University of Helsinki, Finland'Tina Hunter's edited book provides a comprehensive study of the key legal regimes that regulate the upstream petroleum sector. It is a useful guide for readers who want to have a clearer understanding on how the petroleum industry is regulated in the twenty-first century. The book is a highly relevant contribution to the practice and study of petroleum law, policy and governance and the growing specialism of petroleum law could do with more comparative studies of this nature.' --Hephzibah Egede, Review of European, Comparative and International Enviromental LawTable of ContentsContents: PART I PRINCIPLES OF PETROLEUM REGULATION 1. Petroleum Regulation in an International Context: The Universality of Petroleum Regulation and the Concept of Lex Petrolea Alex Wawryk 2. Access to Petroleum Under The Licensing and Concession System Tina Hunter PART II COMPARATIVE PETROLEUM REGULATION IN MATURE PETROLEUM PROVINCES 3 . Licensing and Concession System for Developing Australia’s Conventional Petroleum Resources Tina Hunter 4. Licensing the Exploration for and Production of Petroleum on the UK Continental Shelf Greg Gordon and John Paterson 5. Regulation of the Norwegian Upstream Petroleum Sector Ernst Nordtveit 6. The Offshore Petroleum Licensing Regime in the United States Owen L. Anderson and Christopher Kulander 7. Offshore Petroleum Resource Access and Regulation In Canada Kylie Fletcher-Johnson PART III COMPARATIVE PETROLEUM REGULATION IN DEVELOPING PETROLEUM PROVINCES 8. The Brazilian Concession System for Petroleum ExtractIon in Brazil Eduardo G. Pereira 9. The Legal Regime for Petroleum Activities in Nigeria Simon Warikiyei Amaduobogha 10. Regulation of the Russian Federation Petroleum Licensing Regime Kristoffer Svendsen and Andrey Kompaniets 11. Licensing and Regulation of Japan’s Offshore Resources Sourichirou Kozuka PART IV LEGAL ISSUES IN PETROLEUM REGULATION 12. Comparison of Access to Petroleum in Developed and Developing Licensing and Concession Systems Tina Hunter Index

Read more less

Book SynopsisFiduciary duties are widely viewed as essential to myriad private relationships, including guardianships, employment relationships, trusts, business organizations, and professional relationships. Recently, legal scholars and courts have devoted increasing attention to the application of fiduciary principles to public officials and public institutions. Some have argued that fiduciary relationships are unified by a common structure, but courts and commentators typically treat each fiduciary relationship as distinct. As a result, fiduciary law is often viewed as fragmented. The Research Handbook on Fiduciary Law shows that fiduciary law can be a distinctive field of study in its own right. This timely work presents important accounts of fiduciary relationships and new ideas on how fiduciary law can be explained. Coverage includes discussion of fiduciary obligations, fiduciary remedies, the role of equity and trusts, and public fiduciary law. A number of comparative perspectives are introduced to highlight similarities and differences between leading jurisdictions. The chapters in this Research Handbook help to show why this subject has drawn so many distinctive points of view, and sheds new light on a multi-faceted and rapidly growing field of study.This Research Handbook will be of interest to readers concerned with both the theory and practice of fiduciary law, as it incorporates significant new insights and developments in the field. It will also act as a starting point of new inquiry for those looking to contribute to the field themselves. Contributors include: S.M. Bainbridge, S.L. Bray, C.M. Bruner, M. Conaglen, E.J. Criddle, D.A. DeMott, E. Fox-Decent, S. Galoob, M. Gelter, A.S. Gold, M. Harding, G. Helleringer, C. Hill, J. Hill, L.P.Q. Johnson, S.H. Kim, A. Laby, E. Leib, A. Licht, B. McDonnell, P. Miller, D.T. Rave, D.G. Smith, A. Tuch, J. VelascoTrade Review‘The Handbook is an impressive and wide-ranging treatment of various aspects of fiduciary law that has a great deal to say that is of interest and value to someone looking at the subject without a particular corporate or governance interest.’ -- Daniel J Carr, The Edinburgh Law ReviewTable of ContentsContents: Part I Theories of Fiduciary Law 1. Fiduciary Law’s Mixed Messages Evan J. Criddle 2. Interpreting Fiduciary Law Andrew S. Gold 3. Fiduciary Relationships, Fiduciary Law, and Trust Matthew Harding 4. Delimiting Fiduciary Status Julian Velasco Part II Fiduciary Duties 5. The Parable of the Talents Stephen M. Bainbridge 6. Fiduciary Law’s Anti-Corruption Norm Sung Hui Kim 7. Competing Accounts of Fiduciary Obligation Arthur B. Laby 8. Motivation, Information, Negotiation: Why Fiduciary Accountability Cannot be Negotiable Amir N. Licht 9. Dimensions of Fiduciary Loyalty Paul B. Miller Part III Liability and Remedies 10. Punitive Damages Against Trustees? Samuel L. Bray 11. Culpable Participation in Fiduciary Breach Deborah A. DeMott Part IV Corporations 12. Structural Bias, R.I.P.? Claire A. Hill and Brett H. McDonnell 13. Relating fiduciary duties to corporate personhood and corporate purpose Lyman P.Q. Johnson Part V Comparative Fiduciary Law 14. Opting Out of Fiduciary Duties and Liabilities in U.S. and U.K. Business Entities Christopher M. Bruner 15. Directors’ Duties and Legal Safe Harbours: A Comparative Analysis Jennifer G. Hill and Matthew Conaglen 16. Corporate Opportunities in the US and in the UK: How differences in enforcement explain differences in substantive fiduciary duties Martin Gelter and Genevieve Helleringer 17. The Weakening of Fiduciary Law Andrew F. Tuch Part VI Public Fiduciaries 18. Challenges to Public Fiduciary Theory: An Assessment Evan Fox-Decent 19. The Core of Fiduciary Political Theory Stephen R. Galoob and Ethan J. Leib 20. Institutional Competence in Fiduciary Government D. Theodore Rave Index

Read more less

Book SynopsisPatent holders are increasingly making voluntary, public commitments to limit the enforcement and other exploitation of their patents. The best-known form of patent pledge is the so-called FRAND commitment, in which a patent holder commits to license patents to manufacturers of standardized products on terms that are ''fair, reasonable and non-discriminatory.'' Patent pledges have also been appearing in fields well beyond technical standard-setting, including open source software, green technology and the biosciences. This book explores the motivations, legal characteristics and policy goals of these increasingly popular private ordering tools. Jorge Contreras and Meredith Jacob bring together work by more than a dozen international experts who examine the phenomenon of patent pledges from a variety of perspectives and analytical frameworks. The book assesses patent pledges as mechanisms for facilitating platform promotion, open innovation, economic development and environmental sustainability. Legal practitioners who are involved in intellectual property licensing, litigation and business transactions will find this book a key resource, as will in-house lawyers and managers at firms engaged in technology development and standardization. It will also be a key reference for scholars in law, economics, business and political science.Contributors include: C. Asay, B. Awad, M. Bohannon, M. Callahan, J. Contreras, D. Greenbaum, M. Jacob, Y. Kim, M. Maggiolino, C. Maracke, A. Metzger, L. Montagnani, J. Schultz, S. Scott, T. Sebastian, N. Shanahan, R. Sichel, R. Sikorski, T. Simcoe, D. Valz, L. Vertinsky, E. Wang, E. Winston, S.-S. YiTrade Review'Patent Pledges Global Perspectives on Patent Law’s Private Ordering Frontier, is a must-read for anyone involved in technology development and standardization. The authors analyze the complexity of patent pledges in a clear and concise manner. Moreover, even though the book is addressed to practitioners in the field of IP licensing, litigation, technology development, and standardization, the way in which the content is addressed makes the book useful as well for scholars in various fields.' -- IPkat blogTable of ContentsContents: Introduction Part I: Landscape of Patent Pledges 1. A Patent Pledge Taxonomy Jorge L. Contreras 2. Unilateral Patent Pledges - Motivations and Key Principles Duane R. Valz 3. Patent Sharing in Biotechnology Dov Greenbaum 4. Patent Pledges In Green Technology Bassem Awad Part II: Litigation Involving Patent Pledges 5. Patent Pledge Enforcement Theories Jorge L. Contreras 6. Patent Pledges at the U.S. International Trade Commission Elizabeth I. Winston 7. Voluntary Patent Pledges: Enforcement in Germany Catharina Maracke and Axel Metzger Part III: Competition Law and Patent Pledges Around the World 8. Is Patent Reform via Private Ordering Anticompetitive? An Analysis of Open Patent Agreements Matthew W. Callahan and Jason M. Schultz 9. Enforcing Patent Pledges Under EU Law Rafal Sikorski 10. Patent Pledges and Antitrust Law in Brazil Ricardo Sichel 11. Patent Pledge Enforcement in China Elizabeth Xiao-Ru Wang 12. Patent Pledges: Korean Perspectives Sang-Seung Yi and Yoonhee Kim Part IV: Patent Pledges and Innovation 13. The Informational Effects Of Patent Pledges Clark D. Asay 14. Open Innovation And Patent Pledges Mariateresa Maggiolino and Maria Lillà Montagnani 15. The Role of Patent Pledges in the Cloud Liza Vertinsky 16. Patent Pledges and Developing Countries: The Tryst with India’s Destiny Tania Sebastian Part V: Patent Pledges Moving Forward 17. How to Make and Keep a Patent Pledge Timothy S. Simcoe 18. A Registry for Patent Pledges Jorge L. Contreras 19. Overcoming Information Asymmetry in Patent Pledge Records Nicole Shanahan 20. Best Practices for Making Patent Pledges Meredith Jacob Index

Read more less

Book SynopsisThis book will be of interest to all those concerned with the EU, whether from the perspective of political science, law or economics. Under the shadow of the financial crisis, studies with a broad research perspective and contributors from diverse backgrounds are important.'- Paul Craig, St John s College, Oxford'The European Union is re-emerging from the most serious economic crisis in its history. The agenda of the European Commission was highly influenced by the decisions to handle the debt, euro, banking and financial crises. The Union and its single currency have become much stronger. Economic law and governance in the Union are now rather different. By reading this book you will see where and how.'- Siim Kallas, Former Vice President of the European Commission 2004-2014How has the EU's economic crisis affected the development of economic law in the Union? This book contributes to the debate by examining EU economic law from a contextual and policy-oriented perspective.The expert authors explore areas such as the EMU and the internal market, and emphasize the important fields of public procurement, taxation, and intellectual property rights. The investigation proceeds along themes such as harmonization, institutional interplay, non-economic values, and international actions. The authors conclude that, during the crisis, the attention of the Barroso Commission focused quite narrowly on the most urgent problems, failing to consider longer-term issues to spark off bold policy endeavours, and break inter-institutional blockages.This book is targeted at scholars, policy-makers and other practitioners, as well as students, interested in EU economic law, integration, and the economic crisis.Contributors: J. Faull, C. Geiger, F. Hoffmeister, M.S. Jansson, H. Kalimo, T. Lahti, I. Lejeune, M. Meulenbelt, K. Olkkonen, J. Salminen, A. Strub, J. Strupczewski, J. VaarioTrade Review‘This book will be of interest to all those concerned with the EU, whether from the perspective of political science, law or economics. Under the shadow of the financial crisis, studies with a broad research perspective and contributors from diverse backgrounds are important.’ -- Paul Craig, St John’s College, Oxford‘The European Union is re-emerging from the most serious economic crisis in its history. The agenda of the European Commission was highly influenced by the decisions to handle the debt, euro, banking and financial crises. The Union and its single currency have become much stronger. Economic law and governance in the Union are now rather different. By reading this book you will see where and how.’ -- Siim Kallas, Former Vice President of the European Commission 2004–2014‘Overall, the book offers additional insights to the existing bulk of literature on the crisis. Particular benefits accrue to the reader from the analysis dealing descriptively with the legislative progress made on specific areas of economic law, which typically receive less attention in the EMU literature, but which (like procurement and IP rights) deserve attention given their economic significance. The book adds another layer to the analytical approaches addressing the euro crisis.’ -- Common Market Law ReviewTable of ContentsContents: Foreword Paul Craig 1. Assessing Economic Law under Crisis: A Framework of Analysis H. Kalimo and M.S. Jansson PART I SETTING THE SCENE: THE EMU AND THE INTERNAL MARKET 2. How the Sovereign Debt Crisis Changed the Euro Zone J. Strupczewski 3. A Short History of the Deepening EMU T. Lahti 4. Some Thoughts on the Internal Market in a Time of Crisis J. Faull 5. The EMU and the Internal Market During the Economic Crisis: Building Bridges over Troubled Waters? J. Salminen PART II PUBLIC PROCUREMENT, TAXATION AND IPRs 6. Protectionism on the Rise? Modernization of EU Public Procurement Rules During the Economic Crisis M. Meulenbelt 7. The EU Public Procurement Regime on Third-country Bidders: Setting the Cursor Between Openness and Reciprocity F. Hoffmeister 8. EU Tax Policy during the Economic and Financial Crisis A. Strub 9. Can a Best-practice VAT Generate More Revenues Whilst Fighting the VAT-GAP by 2020? I. Lejeune 10. Moving out of the Economic Crisis: What Role and Shape for Intellectual Property Rights in the European Union? C. Geiger 11. EU Intellectual Property Rights Law: Driving Innovation or Stifling the Digital Single Market ? H. Kalimo, K. Olkkonen and J. Vaario PART III CONCLUSIONS 12. A Wasted Crisis? H. Kalimo and M.S. Jansson Index

Read more less

Book Synopsis

Read more less

Book SynopsisThis magisterial research review presents and analyses the leading academic articles on agency law and partnership law, both classic and contemporary. The review begins by focusing on topics such as the fundamental concepts of agency law, the fiduciary duties of agents, indemnification, vicarious liability and notice. It moves on to discussion of several important issues relating to partnership law, such as statutory development and reform, the entity-aggregate debate and single-person partnership. This study provides a comprehensive overview of the most significant matters in the fields of agency and partnership law and will serve as a valuable tool for scholars and practitioners alike.Trade Review‘Mark Loewenstein and Robert Hillman, who are themselves highly knowledgeable and widely respected scholars of agency and partnership law, have done a great service by assembling a collection of leading articles by giants of the field. Many of these articles were game changers, shifting the law in important ways. All of them reward close reading by anyone seeking to build their knowledge of this important area of the law.’Table of ContentsContents: Acknowledgements Introduction Mark J. Loewenstein and Robert W. Hillman AGENCY PART I FUNDAMENTAL CONCEPTS 1. O. W. Holmes, Jr. (1891), ‘Agency’, Harvard Law Review, IV (8), March, 345–64 2. Oliver Wendell Holmes, Jr. (1891), ‘Agency II’, Harvard Law Review, V (1), April, 1–23 3. John H. Wigmore (1894), ‘Responsibility for Tortious Acts: Its History’, Harvard Law Review, VII (6), January, 315–37 4. John H. Wigmore (1894), ‘Responsibility for Tortious Acts: Its History – II: Harm Done by Servants and other Agents: 1300–1850’, Harvard Law Review, VII (7), February, 383–405 PART II THE AGENCY RELATIONSHIP IN IMPORTANT CONTEXTS 5. J. Dennis Hynes (1991), ‘Lender Liability: The Dilemma of the Controlling Creditor’, Tennessee Law Review, 58, Summer, 635–68 6. Lyman P. Q. Johnson and David Millon (2005), ‘Recalling Why Corporate Officers Are Fiduciaries’, William and Mary Law Review, 46 (5), 1597–653 7. Grace M. Giesel (2007), ‘Client Responsibility for Lawyer Conduct: Examining the Agency Nature of the Lawyer-Client Relationship’, Nebraska Law Review, 86 (2), 346–95 8. Donald C. Langevoort (2003), ‘Agency Law Inside the Corporation: Problems of Candor and Knowledge’, University of Cincinnati Law Review, 71 (4), Summer, 1187–231 9. Jill E. Fisch and Hillary A. Sale (2003), ‘The Securities Analyst as Agent: Rethinking the Regulation of Analysts’, Iowa Law Review, 88, 1035–98 10. Anthony J. Bellia Jr. (2001), ‘Contracting with Electronic Agents’, Emory Law Journal, 50, 1047–92 PART III THE AGENT’S FIDUCIARY DUTIES 11. Austin W. Scott (1949), ‘The Fiduciary Principle’, California Law Review, 37 (4), December, 539–55 12. Robert Cooter and Bradley J. Freedman (1991), ‘The Fiduciary Relationship: Its Economic Character and Legal Consequences’, New York University Law Review, 66, October, 1045–75 13. Deborah A. DeMott (1988), ‘Beyond Metaphor: An Analysis of Fiduciary Obligation’, Duke Law Journal, 1988, 879–924 14. Tamar Frankel (1983), ‘Fiduciary Law’, California Law Review, 71 (3), May, 795–836 15. Deborah A. DeMott (2014), ‘The Fiduciary Character of Agency and the Interpretation of Instructions’, in Andrew S. Gold and Paul B. Miller (eds), Philosophical Foundations of Fiduciary Law, Part IV, Chapter 16, New York, NY, USA: Oxford University Press, 321–38 PART IV INDEMNIFICATION 16. Roscoe Steffen (1958), ‘The Employer’s “Indemnity” Action’, University of Chicago Law Review, 25 (3), Spring, 465–94 17. Glanville Williams (1957), ‘Vicarious Liability and the Master’s Indemnity’, Modern Law Review, 20 (3), May, 220–35 18. Glanville Williams (1957), ‘Vicarious Liability and the Master’s Indemnity, Continued’, Modern Law Review, 20 (5), September, 437–46 PART V VICARIOUS LIABILITY 19. Gary T. Schwartz (1996), ‘The Hidden and Fundamental Issue of Employer Vicarious Liability’, Southern California Law Review, 69, 1739–67 20. Alan O. Sykes (1988), ‘The Boundaries of Vicarious Liability: An Economic Analysis of the Scope of Employment Rule and Related Legal Doctrines’, Harvard Law Review, 101 (3), January, 563–609 21. B. Glenn George (1999), ‘Employer Liability for Sexual Harassment: The Buck Stops Where?’, Wake Forest Law Review, 34 (1), 1–25 PART VI UNDISCLOSED PRINCIPAL DOCTRINE 22. Floyd R. Mechem (1910), ‘The Liability of an Undisclosed Principal I’, Harvard Law Review, 23 (7), May, 513–30 23. Floyd R. Mechem (1910), ‘The Liability of an Undisclosed Principal II’, Harvard Law Review, 23 (8), June, 590–602 24. James Barr Ames (1909), ‘Undisclosed Principal – His Rights and Liabilities’, Yale Law Journal, XVIII (7), May, 443–53 25. Mark A. Sargent and Arnold Rochvarg (1982), ‘A Reexamination of the Agency Doctrine of Election’, University of Miami Law Review, 36 (3), 411–37 26. Randy E. Barnett (1987), ‘Squaring Undisclosed Agency Law with Contract Theory’, California Law Review, 75 (6), December, 1969–2003 PART VII NOTICE, KNOWLEDGE AND IMPUTATION 27. Warren A. Seavey (1916), ‘Notice through an Agent’, University of Pennsylvania Law Review and American Law Register, 65 (1), November, 1–38 28. Maurice H. Merrill (1936), ‘Unforgettable Knowledge: A Study in the Law of Notice’, Michigan Law Review, 34 (4), February, 474–93 29. Mark J. Loewenstein (2013), ‘Imputation, the Adverse Interest Exception, and the Curious Case of the Restatement (Third) of Agency’, University of Colorado Law Review, 84 (2), 305–66 Volume II Contents: Introduction An introduction to all three volumes by the editors appears in Volume I AGENCY PART VIII AGENCY COST THEORY 1. Samuel Issacharoff and Daniel R. Ortiz (1999), ‘Governing through Intermediaries’, Virginia Law Review, Symposium: The Law and Economics of Elections, 85 (8), November, 1627–70 2. Douglas G. Baird (1991), ‘Fraudulent Conveyances, Agency Costs, and Leveraged Buyouts’, Journal of Legal Studies, XX (1), January, 1–24 PART IX AN AGENT’S AUTHORITY 3. Gregory Scott Crespi (2005), ‘The Proposed Abolition of Inherent Agency Authority by the Restatement (Third) of Agency: An Incomplete Solution’, Santa Clara Law Review, 45 (2), 337–82 4. Deborah A. DeMott (2014), ‘The Contours and Composition of Agency Doctrine: Perspectives from History and Theory on Inherent Agency Power’, University of Illinois Law Review, 2014 (5), 1813–33 PART X ECONOMIC ANALYSIS 5. Eric Rasmusen (2004), ‘Agency Law and Contract Formation’, American Law and Economics Review, 6 (2), Fall, 369–409 6. Lewis A. Kornhauser (1982), ‘An Economic Analysis of the Choice Between Enterprise and Personal Liability for Accidents’, California Law Review, 70 (6), December, 1345–92 PART XI INDEPENDENT CONTRACTORS 7. Benjamin Means and Joseph A. Seiner (2016), ‘Navigating the Uber Economy’, University of California, Davis Law Review, 49 (4), April, 1511– 46 8. Roscoe T. Steffen (1935), ‘Independent Contractor and the Good Life’, University of Chicago Law Review, 2 (4), June, 501–32 PARTNERSHIP PART I STATUTORY DEVELOPMENT AND REFORM: THE UNIFORM PARTNERSHIP ACTS (UPA AND RUPA) 9. William Draper Lewis (1915), ‘The Uniform Partnership Act’, Yale Law Journal, XXIV (8), June, 617–41 10. Judson A. Crane (1915), ‘The Uniform Partnership Act: A Criticism’, Harvard Law Review, 28 (8), June, 762–89 11. William Draper Lewis (1915), ‘The Uniform Partnership Act – A Reply to Mr. Crane’s Criticism’, Harvard Law Review, 29 (2), December, 158–92 12. Donald J. Weidner and John W. Larson (1993), ‘The Revised Uniform Partnership Act: The Reporters’ Overview’, Business Lawyer, 49 (1), November, 1–44 13. Larry E. Ribstein (1993), ‘The Revised Uniform Partnership Act: Not Ready for Prime Time’, Business Lawyer, 49 (1), November, 45–82 PART II THE ENTITY-AGGREGATE DEBATE 14. Gary S. Rosin (1989), ‘The Entity-Aggregate Dispute: Conceptualism and Functionalism in Partnership Law’, Arkansas Law Review, 42, 395–466 PART III SINGLE PERSON PARTNERSHIP 15. Robert W. Hillman and Donald J. Weidner (2012), ‘Partners without Partners: The Legal Status of Single Person Partnerships’, Fordham Journal of Corporate and Financial Law, XVII (2), 449–73 PART IV RELATIONSHIPS AMONG PARTNERS: CONTRACTS AND FIDUCIARY STATUS 16. Allan W. Vestal (1993), ‘Fundamental Contractarian Error in the Revised Uniform Partnership Act of 1992’, Boston University Law Review, 73 (4), September, 523–79 17. J. Dennis Hynes (1997), ‘Freedom of Contract, Fiduciary Duties, and Partnerships: The Bargain Principle and the Law of Agency’, Washington and Lee Law Review, 54 (2), 439–64 18. Robert W. Hillman (1987), ‘Private Ordering Within Partnerships’, University of Miami Law Review, 41 (3), January, 425–71 19. Larry E. Ribstein (2005), ‘Are Partners Fiduciaries?’, University of Illinois Law Review, 2005 (1), 209–51 20. Claire Moore Dickerson (1993), ‘Is it Appropriate to Appropriate Corporate Concepts: Fiduciary Duties and the Revised Uniform Partnership Act’, University of Colorado Law Review, 64, 111–57 21. Paul Gompers and Josh Lerner (1996), ‘The Use of Covenants: An Empirical Analysis of Venture Partnership Agreements’, Journal of Law and Economics, XXXIX (2), October, 463–98 22. Rutheford B. Campbell, Jr. (2007–2008), ‘Bumping Along the Bottom: Abandoned Principles and Failed Fiduciary Standards in Uniform Partnership and LLC Statutes’, Kentucky Law Journal, 96 (2), 163–95 23. J. William Callison (1997), ‘Blind Men and Elephants: Fiduciary Duties under the Revised Uniform Partnership Act, Uniform Limited Liability Company Act, and Beyond’, Journal of Small and Emerging Business Law, 1 (1), Spring, 109–64 24. Myron T. Steele (2007), ‘Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies’, Delaware Journal of Corporate Law, 32 (1), 1–32 Volume III Contents: Acknowledgements Introduction An introduction to all three volumes by the editors appears in Volume I PARTNERSHIP PART V PARTNERSHIP PROPERTY 1. Edward S. Merrill (1993), ‘Partnership Property and Partnership Authority Under the Revised Uniform Partnership Act’, Business Lawyer, 49 (1), November, 83–105 PART VI LIMITED LIABILITY 2. Alan L. Feld (1969), ‘The “Control” Test for Limited Partnerships’, Harvard Law Review, 82 (7), May, 1471–84 3. Larry E. Ribstein (1992), ‘The Deregulation of Limited Liability and the Death of Partnership’, Washington University Law Quarterly: Symposium on Corporate Law and Finance, 70 (2), January, 417–75 4. Robert W. Hillman (1992), ‘Limited Liability and Externalization of Risk: A Comment on the Death of Partnership’, Washington University Law Quarterly: Symposium on Corporate Law and Finance, 70 (2), January, 477–87 5. Robert R. Keatinge, Allan G. Donn, George W. Coleman and Elizabeth G. Hester (1995), ‘Limited Liability Partnerships: The Next Step in the Evolution of the Unincorporated Business Organization’, Business Lawyer, 51 (1), November, 147–207 6. Robert W. Hamilton (1995), ‘Registered Limited Liability Partnerships: Present at the Birth (Nearly)’, University of Colorado Law Review, 66, 1065–103 PART VII DISSOLUTION AND BANKRUPTCY 7. Alan R. Bromberg (1965), ‘Partnership Dissolution – Causes, Consequences, and Cures’, Texas Law Review, 43, 631–68 8. Christine Hurt (2015), ‘The Limited Liability Partnership in Bankruptcy’, American Bankruptcy Law Journal, 89 (4), Fall, 567–606 PART VIII THE CHANGING NATURE OF PARTNERSHIP 9. Robert W. Hillman (2005), ‘Law, Culture, and the Lore of Partnership: Of Entrepreneurs, Accountability, and the Evolving Status of Partners’, Wake Forest Law Review, 40 (3), Fall, 793–825 PART IX PARTNERSHIP LAW AND THE PROFESSIONAL SERVICES FIRM 10. Serena L. Kafker (1993), ‘Golden Handcuffs: Enforceability of Non-Competition Clauses in Professional Partnership Agreements of Accountants, Physicians, and Attorneys’, American Business Law Journal, 31 (1), May, 31–58 11. Ronald J. Gilson and Robert H. Mnookin (1985), ‘Sharing Among the Human Capitalists: An Economic Inquiry into the Corporate Law Firm and How Partners Split Profits’, Stanford Law Review: Symposium on the Law Firm as a Social Institution, 37 (2), January, 313–92 12. Robert W. Hillman (1988), ‘Law Firms and Their Partners: The Law and Ethics of Grabbing and Leaving’, Texas Law Review, 67 (1), November, 1–61 13. Jennifer J. Johnson (1995), ‘Limited Liability for Lawyers: General Partners Need Not Apply’, Business Lawyer, 51 (1), November, 85–145 14. Susan Saab Fortney (1998), ‘Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships’, South Texas Law Review, 39 (2), 399–444 15. Douglas R. Richmond (2010), ‘The Partnership Paradigm and Law Firm Non-equity Partners’, Kansas Law Review, 58 (3), 507–51 Index

Read more less

Book SynopsisThis discerning book examines good governance developments in the US and the UK, with a focus on anti-bribery efforts, recognising that with each new major case of corporate malfeasance the parameters of directors’ duties change and expand. Taking this expansion of roles and expectations into account, and acknowledging the respective increase in exposure to civil, criminal and reputational liabilities, Patrick J. O’Malley compares the fundamental national compliance experiences of the US and UK.Investigating anti-bribery, corporate and securities law and guidance, this engaging book explores the systemic expectations that directors, executive officers and compliance personnel in public and private companies are subject to, as well as key accountability mechanisms and enforcement actions. Analysing the effectiveness of current law and best practice recommendations, the author’s key finding is that directors need to add value to the business while also upholding higher societal, and ethical, values if they wish to meet today’s ever evolving standards of corporate stewardship.Highlighting the role of directors and boards as corporate monitors, this thought-provoking book will be a key resource for international lawyers and practitioners working in corporate law and business law, in-house corporate counsel, corporate decision makers within the US, UK and globally, as well as for international investors.Trade Review’Patrick O'Malley's monograph represents a successful effort from the multidisciplinary corporate, criminal and administrative common-law viewpoints, to update and explore the relationships among old and new ways of corruption within the context of the managerial duties of directors and public officers, laying the foundations of a new stage in the theory of social responsibility and stewardship. Pleasant and essential reading for managers and lawyers, even under civil-law jurisdiction contexts.’ -- - Javier Ibáñez Jiménez, Comillas Pontifical University and Co-Founder of Alastria, Spain’This impressive new text deploys both legal and management insights when reviewing the problem of how best to prevent bribery and corruption in business. This monograph, which covers both US and UK perspectives in expert fashion, will appeal to a wide constituency. It is researched to great depth, covers many areas of mainstream Corporate Law in considerable detail and is written in a lucid manner. It is therefore highly commended and is essential reading for those working in the field. Policymakers and scholars will learn much from these insights. -- - David Milman, Lancaster University, UKTable of ContentsContents: Preface 1. Introduction: Framing the legal and ethical management problem of rooting out bribery in global business operations, and how the US and UK systems have focused on the role of company directors and officers in doing so 2. Corruption law basics: Applicable US and UK anti-bribery laws – general purview and the demands made on directors and officers as primary top-level corporate decision-makers 3. ‘All ye faithful stewards’: US and UK director/board and officer duties of care, loyalty, good faith, supervision, monitoring, prevention and similar, as regards bribery and corruption compliance under company, securities and other areas of the law 4. ‘Where the rubber meets the road’, and ‘At the coalface’: Private liability and tools of accountability for D&O failures to properly monitor, prevent or remedy corrupt practices in their business enterprises 5. ‘Towards high noon for accountability’: Conclusions, reflections and suggestions Index

Read more less

Book SynopsisNo single-volume publication brings together as many diverse and stimulating perspectives on secured financing law as does this EE Research Handbook. Its great strengths are asking hard questions and recognizing how difficult reform is. Contributors report on what works (and what doesn't), drawing on evidence from legal systems less often studied in this context (e.g., Brazil, Morocco). I cannot imagine a researcher in the field who would not be intrigued by analysis of such issues as access of women to secured financing, constraints Shari ah places on use of security devices, and reasons for Russia's meandering path to modernization.'- Peter Winship, SMU Dedman School of Law, USThis cutting-edge Handbook presents an overview of research and thinking in the field of secured financing, examining international standards and best practices of secured transactions law reform and its economic impact. Expert contributors explore the breadth and depth of the subject matter across diverse sectors, and illustrate the choices and trade-offs that policy makers face via a number of illuminating case studies.The book explores groundbreaking research across a comprehensive range of sectors and countries, including new, original analysis of Shari'ah compliant collateral regimes and improved access to finance for women. A diverse group of experts offer cutting-edge points of view as well as case studies from England and Wales, Morocco, Russia and Romania.The result is a unique and wide-ranging examination of secured transactions reform across the world and a valuable resource for researchers, government and development agencies, banks, and law firms.Contributors: J. Armour, S. Bazinas, N. Budd, A. Burtoiu, R. Calnan, F. Dahan, M. Dubovec, L. Gullifer, I. Istuk, T. Johnson, O. Lemseffer, C. de Lima Ramos, J. Lymar, C. Manuel, M.J.T. McMillen, A.P. Menezes, M. Mourahib, E. Murray, N. Nikitina, V. Padurari, J.-H. Röver, M. Uttamchandani, K. van Zwieten, P.R. WoodTrade Review‘No single-volume publication brings together as many diverse and stimulating perspectives on secured financing law as does this Research Handbook. Its great strengths are asking hard questions and recognizing how difficult reform is. Contributors report on what works (and what doesn’t), drawing on evidence from legal systems less often studied in this context (e.g., Brazil, Morocco). I cannot imagine a researcher in the field who would not be intrigued by analysis of such issues as access of women to secured financing, constraints Shari’ah places on use of security devices, and reasons for Russia’s meandering path to modernization.’ -- Peter Winship, Southern Methodist University, Dedman School of Law, USTable of ContentsContents: Foreword Philip R. Wood PART I SECURED TRANSACTIONS LAW, ECONOMIC IMPACT AND REFORM 1. How do Creditor Rights Matter for Debt Finance? A Review of Empirical Evidence John Armour, Antonia Menezes, Mahesh Uttamchandani And Kristin Van Zwieten 2. The Influence of the UNCITRAL Legislative Guide On Secured Transactions Spyridon V. Bazinas 3. A Single Framework Governing Secured Transactions? Comparative Reflections Frederique Dahan 4. Implementing Shari’ah-Compliant Collateral Security Regimes: Select Issues Michael J.T. Mcmillen 5. Levelling the Legal Playing Field: What the Law Can and Can’t do to Improve Women’s Access to Secured Finance Clare Manuel PART II SECURED FINANCING: MANY FACETS AND CONTEXTS 6. Untying the Gordian Knot: Farmers, Banks, Insurers, Warehouse Receipts, Commodity Exchanges, Collateral Managers and Access to Credit Nicholas Budd 7. Sowing the Good Seeds: The Brazilian Experience of Agriculture Financing Christian de Lima Ramos 8. The Potential of Factoring for Improving SME Access to Finance Ivor Istuk 9. Security in Project Finance and PPP and the Implications for Secured Transactions Law: “Security is a Shield, Not a Sword” Jan-Hendrik Röver 10. Keeping it Real: SME Financing, Secured Transactions and Risk Appetite Tom Johnson 11. Financial Collateral Arrangements and the Financial Markets Edward Murray 12. Fundamentals of Taking Security Interests in Bank Accounts Marek Dubovec PART III TRENDS AND PERSPECTIVES FOR REFORM 13. Secured Transactions Law Reform in Russia: A Tortuous but Ultimately Successful Journey Natalia Nikitina and Julia Lymar 14. Reforming an Established Secured Transactions Legal System: Why and How Morocco is Approaching the Challenge Mustapha Mourahib, Bertrand Fournier-Montgieux and Ouns Lemseffer 15. Taking Stock of Romanian Secured Transactions After 15 Years of Reform: A Mapping of Past, Present and Future Milestones Victor Pădurari and Andreea Simona Burtoiu 16. Piecemeal Reform: Is it The Answer? Louise Gullifer 17. What Makes a Good Law of Security? Richard Calnan Index

Read more less

Book SynopsisThis timely Research Handbook examines the increasingly economically vital topic of corporate restructuring. Reflecting a shift in the global approach to insolvency towards a focus on rescuing viable businesses rather than liquidation, chapters consider all areas of the law closely connected to corporate insolvency, rehabilitation and rescue, as well as the introduction of the EU Preventive Restructuring Directive and other reforms from around the world.Featuring international expert academics, practitioners and judges, the Research Handbook takes a thematic approach, exploring national and international models for rescue, stakeholders in insolvency, corporate structures and organisational models, specialist process issues, and institutional support, as well as interdisciplinary and cross-field aspects of insolvency and restructuring. Contributions analyse issues from a broad variety of perspectives, including the economic and social aspects of insolvency, and provide a comparative discussion of topics that will further inform global academic debate in this area.Scholars and students of corporate and insolvency law, commercial law, and law and economics, will find the inter-disciplinary legal, theoretical and jurisprudential discussion invaluable. The analysis of current reform agendas, practical and alternative solutions to common problems, and comparative approach will also be of interest to practitioners and policymakers.Trade Review‘Research Handbook on Corporate Restructuring is a “must-have” for college and university collections as well as the reading lists of professionals in the field. Highly recommended.’ -- James A Cox, Midwest Book Review'This Research Handbook, ably edited by Paul Omar and Jennifer Gant, contains 28 chapters written by prominent academics, researchers and judges from a wide range of jurisdictions. It provides a range of timely perspectives against which to assess current and proposed corporate rescue laws. Specialist commentators draw on the law as well as other disciplines; analyse international and comparative elements, and address an impressive range of stakeholders, entities and institutions. This is a welcome resource on corporate restructuring for policy-makers, scholars and practitioners alike.' -- Rosalind Mason, Queensland University of Technology, Australia'This is a thought provoking Handbook which makes a valuable and significant contribution to insolvency and restructuring scholarship. The editors have brought together leading commentators from across the globe and together they have produced an invaluable resource for insolvency research and policy development. The Handbook includes a broad repository of international insolvency procedures and thinking published at a time when restructuring measures will be stress tested like never before. For those navigating the choppy waters of insolvency this book makes an invaluable companion.' -- John Tribe, University of Liverpool, UKTable of ContentsContents: Preface xii 1 Corporate rescue through the ages 1 Paul J. Omar PART I NATIONAL AND INTERNATIONAL MODELS FOR RESCUE 2 International organisations and the search for global insolvency standards 17 Gerard McCormack 3 The evolution of corporate rescue in Canada and the United States 40 Jassmine Girgis 4 The idea of rescue and the Chapter 11 model 59 Edward Janger 5 Trust as a turnaround technique to influence the continuity versus asset recovery decision of restructuring bankers: An empirical tale 73 J A A Adriaanse and J I van der Rest 6 Reforms in adverse economic climates: how reforms take place in the Eurozone 87 Catarina Serra, Alexandra Kastrinou and Giulia Vallar PART II STAKEHOLDERS IN INSOLVENCY 7 Involving secured creditors in restructuring proceedings 120 Francisco Garcimartín and Nuria Bermejo 8 Potential liability for directors during corporate restructuring: comparative perspectives 143 Jason Harris and Anil Hargovan 9 Employees as stakeholders in restructuring and insolvency: acquired rights and business transfers 166 Jennifer L. L. Gant 10 The position of shareholders in a restructuring 185 Stephan Madaus 11 Consumers, entrepreneurs and insolvency proceedings 201 Tuula Linna PART III CORPORATE STRUCTURES AND ORGANISATIONAL MODELS 12 Corporate groups 214 Jessica Schmidt 13 Bank insolvency – recovery and resolution 228 Andrew Campbell and Paula Moffatt 14 Making insolvency law responsive to the needs of financially distressed micro and small enterprises 246 Janis Sarra 15 Franchisees as externalities of insolvent franchisors: a windfall gain for employees? 261 Jenny Buchan 16 Insolvent partnerships: development of a normative framework based on a contractual paradigm 278 Rebecca Parry PART IV SPECIALIST PROCESS ISSUES 17 Insurance procedures in corporate insolvency: a comparison of the arrangements in the United Kingdom, Australia, and New Zealand 299 Robin Bowley 18 Pension rights and funds 327 David Pollard 19 Patent-rich firms and corporate restructuring: patent signalling, valuation, and governance 346 Janice Denoncourt 20 The impact of artificial intelligence on insolvency law and practice 377 Christoph Henkel PART V INSTITUTIONAL SUPPORT 21 The realm of soft law instruments in restructuring and insolvency law 401 Gert-Jan Boon and Bob Wessels 22 Cross-border corporate restructurings, judicial assistance and judge-made law: New Zealand and Cayman Island experiences 430 Hon Paul Heath QC and Hon Justice Ian Kawaley 23 Corporate insolvency practitioners: ethics and fiduciary duties 447 Lézelle Jacobs PART VI INTERDISCIPLINARY AND CROSS-FIELDS OF INSOLVENCY AND RESTRUCTURING 24 Overlooked human rights concerns in the restructuring and insolvency context 466 Chrystin Ondersma 25 The role of social policy in corporate rescue and restructuring: a messy business 476 Jennifer L L Gant 26 Law and economics of corporate financial difficulty 500 Jonathan Hardman 27 A behavioural law and economics perspective on EU restructuring and insolvency law 513 Annika Wolf 28 The analytical boundary between corporate reorganisation and sale in corporate bankruptcy theory 525 Sarah Paterson Index

Read more less

Book SynopsisThis review discusses the most important and influential papers in the field of Equity and Trusts. While taking seriously the intimate and historical relationship between English Equity and the law of trusts, it also addresses new and comparative perspectives on the subject, bringing together common law and civil law, doctrinal scholarship and socio-legal analysis, historical approaches to Equity and functional ones. The review includes a wide range of authors and outlooks ranging from Frederic Maitland to recent material on fiduciary obligations and discretionary trusts, highlighting the universality of Equity as a body of law, and the nature of the Trust as a fundamental juristic institution. This literary piece promises to be a useful tool for academics captivated by this subject area. Table of ContentsContents: Introduction Lionel Smith and Alexandra Popovici PART I EQUITY 1. Frederic William Maitland ([1909] 1929), ‘Lectures I and II: The Origins of Equity’, in A.H. Chaytor and W.J. Whittaker (eds), Equity – Also The Forms of Action at Common Law: Two Courses of Lectures, Cambridge, UK: Cambridge University Press, 1–11, 12–22 2. Paul D. Finn (1989), ‘The Fiduciary Principle’, in T. G. Youdan (ed.), Equity, Fiduciaries and Trusts, Chapter 1, Carswell, Toronto, Canada: Law Book Company, 1–56 3. Bernard Rudden (1992), ‘Equity as Alibi’, in Stephen Goldstein (ed.), Equity and Contemporary Legal Developments, Jerusalem, Israel: Hebrew University of Jerusalem, 30–45 4. Sarah Worthington (1999), ‘Fiduciaries: When is Self-Denial Obligatory?’, Cambridge Law Journal, 58 (3), November, 500–08 [9] 5. Steven B. Elliott and Charles Mitchell (2004), ‘Remedies for Dishonest Assistance’, Modern Law Review, 67 (1), January, 16–47 6. Joshua Getzler (2006), ‘Rumford Market and the Genesis of Fiduciary Obligations’, in Andrew Burrows and Lord Rodger of Earlsferry (eds), Mapping the Law: Essays in Memory of Peter Birks, Chapter 31, Oxford, UK and New York, NY, USA: Oxford University Press, 577–98 7. Maurizio Lupoi (2009), ‘”Trust and Confidence”’, Law Quarterly Review, 125, April, 253–87 8. Charles Mitchell (2013), ‘Equitable Compensation for Breach of Fiduciary Duty’, Current Legal Problems, 66 (1), January, 307–39 9. Andrew Kull (2014), ‘Ponzi, Property, and Luck’, Iowa Law Review, 100 (3), March, 291–322 10. Paul B. Miller (2014), ‘The Fiduciary Relationship’, in Andrew S. Gold and Paul B. Miller (eds), Philosophical Foundations of Fiduciary Law, Chapter 3, Oxford, UK and New York, NY, USA: Oxford University Press, 63–90 11. Irit Samet (2016), ‘Fiduciary Law as Equity’s Child’, in Paul B. Miller and Andrew S. Gold (eds), Contract, Status, and Fiduciary Law, Chapter 6, Oxford, UK and New York, NY, USA: Oxford University Press, 139–66 12. Remus Valsan (2016), ‘Fiduciary Duties, Conflict of Interest, and Proper Exercise of Judgment’, McGill Law Journal, 62 (1), September, 1–40 13. Henry E. Smith (2017), ‘Fusing the Equitable Function in Private Law’, in Kit Barker, Karen Fairweather and Ross Grantham (eds), Private Law in the 21st Century, Chapter 9, Oxford, UK, Portland, Oregon, USA: Hart Publishing, 173–95 PART II TRUSTS 14. Frederic William Maitland ([1909] 1929), ‘Lecture III: Uses and Trusts’, in A.H. Chaytor and W.J. Whittaker (eds), Equity – Also The Forms of Action at Common Law: Two Courses of Lectures, Cambridge, UK: Cambridge University Press, 23–42 15. Joseph R. Long (1922), ‘The Definition of a Trust’, Virginia Law Review, 8 (6), April, 426–33 16. D.W.M. Waters (1967), ‘The Nature of the Trusts Beneficiary’s Interest’, Canadian Bar Review, 45 (2), March, 219–83 17. Roger Cotterrell (1987), ‘Power, Property and the Law of Trusts: A Partial Agenda for Critical Legal Scholarship’, Journal of Law and Society, 14 (1), Spring, 77–90 18. David Hayton (1996), ‘The Irreducible Core Content of Trusteeship’, in A. J. Oakley (ed.), Trends in Contemporary Trust Law, Chapter 3, Oxford, UK and New York, NY, USA: Oxford University Press, 47–62 19. George L. Gretton (2000), ‘Trusts Without Equity’, International and Comparative Law Quarterly, 49 (3), July, 599–620 20. Robert Chambers (2002), ‘Liability’, in Peter Birks and Arianna Pretto (eds), Breach of Trust, Chapter 1, Oxford, UK, Portland, Oregon, USA: Hart Publishing, 1–40 21. Paul Matthews (2002), ‘From Obligation to Property, and Back Again? The Future of Non-Charitable Purpose Trust ’, in David Hayton (ed.), Extending the Boundaries of Trusts and Similar Ring-Fenced Funds, The Hague, the Netherlands: Kluwer Law International, 203–41 22. Tony Honoré (2003), ‘Trusts: The Inessentials’, in Joshua Getzler (ed.), Rationalizing Property, Equity and Trusts: Essays in Honour of Edward Burn, Chapter 1, London, UK: LexisNexis Butterworths, 7–20 23. John H. Langbein (2004), ‘Mandatory Rules in the Law of Trusts’, Northwestern University Law Review, 98 (3), March, 1105–27 24. Paul Matthews (2006), ‘The Comparative Importance of the Rule in Saunders v. Vautier’, Law Quarterly Review, 122, April, 266–94 25. Lionel D. Smith (2008), ‘Trust and Patrimony’, Revue Générale de Droit, 38 (2), November, 379–403 26. Ben McFarlane and Robert Stevens (2010), ‘The Nature of Equitable Property’, Journal of Equity, 4, March, 1–28 27. Lusina Ho (2013), ‘Trusts: The Essentials’, in Lionel Smith (ed.), The Worlds of the Trust, Chapter 2, Cambridge, UK: Cambridge University Press, 1–20 28. J.E. Penner (2014), ‘Distinguishing Fiduciary, Trust, and Accounting Relationships’, Journal of Equity, 8, 202–34 29. Alexandra Popovici (2015), ‘Trusting Patrimonies’, in Remus Valsan (ed.), Trusts and Patrimonies, Chapter 9, Edinburgh, UK: Edinburgh University Press, 199–220 30. Robert Chambers (2016), ‘The End of Knowing Receipt’, Canadian Journal of Comparative and Contemporary Law, 2 (1), March, 1–32 31. Ying Khai Liew (2016), ‘Reanalysing Institutional and Remedial Constructive Trusts’, Cambridge Law Journal, 75 (3), November, 528–49 32. Alexandra Braun (2017), ‘The State of the Art of Comparative Research in the Area of Trusts’, in Michele Graziadei and Lionel Smith (eds), Comparative Property Law: Global Perspectives, Chapter 6, Cheltenham, UK and Northampton, MA, USA: Edward Elgar Publishing, 121–49 33. John Mee (2017), ‘The Past, Present, and Future of Resulting Trusts’, Current Legal Problems, 70 (1), December, 189–225 34. Lionel Smith (2017), ‘Massively Discretionary Trusts’, Current Legal Problems, 70 (1), December, 17–54 Index

Read more less

Book SynopsisThe financial crisis, which spanned 2007 and 2008, may have occurred ten years ago but the resulting regulatory implications are yet to be implemented. This book isolates the occurrences of the derivatives market, which were implied as the core accelerator and enabler of the global financial crisis.Offering a holistic approach to post-crisis derivatives regulation, this book provides insight into how new regulation has dealt with the risk that OTC derivatives pose to financial stability. It discusses the effects that post-crisis regulation has had on central counterparties and the risk associated with clearing of OTC derivatives. Alexandra G. Balmer offers a novel solution to tackle the potential negative externalities from the failure of a central counterparty and identifies potential new risks arising from post-crisis reforms.Comprehensive and astute, this book will provide legal and financial scholars, academics and lawyers with much food for thought. National supervisors and regulators will also benefit from an understanding of general market risks and factors affecting exposure to such risks.Trade Review'This book provides an in depth analysis of how banks failed to manage risks in the derivatives markets, but it also crucially points out how regulatory reforms can also contribute to the conditions that lead to financial market failure.' --Kern Alexander, University of Cambridge Centre for Risk Studies, UK and University of Zurich, SwitzerlandTable of ContentsContents: Foreword 1. Introduction 2. Derivatives 3. Clearing 4. Pre-Crisis Regulation of Derivatives and Clearing 5. Current Regulation and Implementation 6. Reforming the Reform 7. Regulatory Analysis 8. Summary of Findings and Outlook Bibliography Index

Read more less

Book SynopsisThis comprehensive yet accessible Research Handbook offers an expert guide to the key concepts, principles and debates in the modern law of unjust enrichment and restitution. Written by leading experts drawn from a wide range of common law, civilian and mixed jurisdictions, chapters cover the complex history, scope and philosophical foundations of the subject, its organisational structure, main liability principles, defences and remedies. Utilising a broad array of legal authority and academic commentary, contributors engage with the key concepts and debates in a way that offers a direct route into the field for new researchers, as well as a source of original thinking for those already familiar with the subject. Throughout, the learning of both civilian and common law legal systems is juxtaposed and integrated, offering useful comparative insights and lessons for the future development of this still young, but critically important field of law. Engaging and thought provoking, the Research Handbook on Unjust Enrichment and Restitution will prove indispensable to academics and researchers in the field of private and commercial law. Judges and practitioners will also have much to gain from the clear presentation of authorities, principles and useful comparative perspectives. Contributors include: E. Bant, K. Barker, K. Barnett, M. Bryan, A. Burrows, M. Chen-Wishart, H. Dagan, S. Degeling, J. Gordley, R. Grantham, R. Gregson, B. Häcker, L. Ho, D. Ibbetson, D. Klimchuk, T. Krebs, A. Kull, R. Leow, T. Liau, M. McInnes, C. Mitchell, C. Rotherham, H. Scott, G. Virgo, S. Watterson, E. Weinrib, C. Wonnell, T.H. WuTrade Review‘This is a superb volume which deserves a permanent place on the bookshelf alongside the existing unjust enrichment and restitution classics. This is sure to become a go-to source for many studying, teaching and researching these topics.’ -- William Day, Cambridge Law Journal‘In the Handbook we have a major addition to the literature on unjust enrichment and restitution. Impressive in the reach of its coverage and the quality of the contributions, it enriches and inspires, and all scholars of unjust enrichment and restitution must give thanks to the editors for having done a splendid job.’ -- Daniel Visser, South African Law Journal‘So many chapters spanning so much content result in a volume to which every anglophone private and commercial lawyer with more than a passing interest in the field will require access, hot on the heels of their leading practitioner-level texts on unjust enrichment and commercial remedies. The best thing about the book is that it provides quite a full one-stop-shop for head-on engagement with many persistent debates about a core private law concept.’ -- Mat Campbell, Edinburgh Law Review‘I was delighted to receive a copy of the Research Handbook edited by Elise, Kit and Simone, and I very much enjoyed dipping into various parts and chapters of it before today. It is an excellent and welcome contribution, capturing the benefits of a coherent and well laid-out structure of textbook on unjust enrichment, while also providing in-depth analysis on particular topics which a textbook rarely has space or time to devote to.The area I particularly focused on was the Part relating to defences, toward the back of the book. They are, as Graham Virgo points out in his chapter, the Cinderella of Unjust Enrichment – often not the focus of interest by academics, more interested in the interstices of the cause of action. But defences are both vitally interesting and important areas for research and discussion.The book contains three very thought-provoking and interesting contributions by Graham Virgo, Ross Grantham, and Thomas Krebs.’ -- Michael Rush QC, Queens Counsel at the Victorian Bar'This impressive collection of chapters by leading private law scholars offers an ideal guide to the basic doctrine of this important branch of the law, to its history and to various controversies concerning its analytical structure and philosophical foundations. A consistently excellent and accessible treatment of this subject with all of its challenges and complexities on full display. It is unquestionably a major contribution to the literature of unjust enrichment and restitution.' --John D. McCamus, York University, Canada'This book is exactly what a Research Handbook should be. It addresses an area of private law that continues to grow in importance worldwide. Many of the top scholars in the field are represented. The book also spans a variety of modern approaches to private law, including legal philosophy, economics and comparative law.' --Emily Sherwin, Cornell Law School, USTable of ContentsTable of Contents 1. The Evolution of Unjust Enrichment Law. Theory and Practice. Elise Bant, Kit Barker and Simone Degeling Part I History and Comparative Insights 2. Development at Common Law David Ibbetson 3. Unjust Enrichment: A Comparative Perspective and a Critique James Gordley Part II: Taxonomy 4. Restitution and Unjust Enrichment Andrew Kull 5. Restitution for Wrongs Craig Rotherham 6. Unjust Enrichment and Contract Hang Wu Tang 7. Unjust Enrichment and Equity Lusina Ho 8. Comparative/Civilian perspectives Helen Scott Part III: Philosophical Foundations 9. The Corrective Justice of Liability for Unjust Enrichment Ernest J Weinrib 10. Unjust Enrichment and the Forms of Justice Dennis Klimchuk 11. A Law and Economics Perspective on Restitution Chris Wonnell 12. Autonomy, Relational Justice and the Law of Restitution Hanoch Dagan Part IV: Analytical Structure 13. Enrichment Mitchell McInnes 14. At the Claimant’s Expense Stephen Watterson 15. Unjust Factors versus Absence of Juristic Reason (Causa) Birke Häcker 16. Impaired Intention Unjust Factors? Mindy Chen-Wishart and Rory Gregson 17. Conditional Intention as an Unjust Factor Andrew Burrows 18. No Intention to Benefit Michael Bryan 19. Other Reasons for Restitution Charles Mitchell Part V: Defences 20. A Taxonomy of Defences in Restitution Graham Virgo 21. Change of Position-Based Defences Ross GranthamT.H. Wu 22. Disenrichment in German Law Thomas Krebs Part VI: Restitutionary Remedies 23. Restitution, Compensation and Disgorgement Katy Barnett 24. Proprietary Restitution Timothy Liau and Rachel Leow Index

Read more less

Book SynopsisImportant new policy frameworks call on governments to ensure respect for human rights by businesses and to secure a transition to sustainable consumption. Public procurement accounts for a significant share of the global economy, and nearly 30% of government expenditure across OECD countries. But what are the obligations of the state to protect human rights when it acts as a buyer? And how can procurement be used to drive respect for human rights amongst government suppliers? This engaging book reflects on these important questions, from the dual disciplinary perspectives of public procurement and human rights.Through legal analysis and practice-focused case studies, the expert contributors interrogate the role and potential of public procurement as a driver for responsible business conduct. Highlighting the character of public procurement as an interface for multiple normative regimes and competing policies, the book advances a compelling case for a shift to a new paradigm of sustainable procurement that embraces human rights as crucial to realising international policies such as those embodied in the UN Guiding Principles on Business and Human Rights and 2030 Sustainable Development Goals.Topical and thought-provoking, Public Procurement and Human Rights will be an essential read for academics and students of human rights law, public procurement law, and business and human rights, as well as practitioners in public procurement and sustainability, and government officials.Contributors include: B.S. Claeson, E. Conlon, C. Emberson, P. Göthberg, O. Martin-Ortega, A. Marx, C. Methven O'Brien, C. Nicholas, O. Outhwaite, G. Quinot, D. Russo, A. Sanchez-Graells, J. Sinclair, R. Stumberg, A. Trautrims, N. Vander Meulen, S. Williams-ElegbeTrade Review'Olga Martin-Ortega and Claire Methven O’Brien have edited an important book that centres the human rights questions arising from public procurement processes. The 14 chapters in Martin-Ortega and O’Brien’s edited book fill an important gap by undertaking an incisive and insightful analysis of the human rights implications of public procurement processes from a cross-disciplinary perspective.' -- Olabisi D Akinkugbe, Business and Human Rights Journal‘Olga Martin-Ortega and Claire Methven O’Brien have collected the most sophisticated legal analyses of the different issues faced when considering human rights in buying procedures as they arise in different legal environments. They have included deeply thought through case studies on actual practices already at work in most relevant sectors such as electronics and apparel. This book will enlighten academics and policy-makers and help practitioners. Overall, it is conveying a very important message: human rights must be taken seriously in public procurement procedures!’ -- Roberto Caranta, University of Turin, ItalyTable of ContentsContents: Editors’ preface PART I INTRODUCTION 1. Public procurement and human rights: interrogating the role of the state as buyer Olga Martin-Ortega and Claire Methven O’Brien PART II FRAMEWORKS AND ACTORS 2. Human rights and national procurement rules in the World Trade Organization Agreement on Government Procurement Opi Outhwaite 3. Human rights in the context of public procurements financed by the World Bank Sope Williams-Elegbe 4. The human rights responsibilities of international organizations as procuring authorities Deborah Russo 5. Constitutionalising public procurement through human rights: lessons from South Africa Geo Quinot 6. Public procurement and ‘core’ human rights: a sketch of the European Union legal framework Albert Sanchez-Graells 7. Civil liability for abuses of ILO core labour rights in European Union government supply chains: Ireland as a case study Eamonn Conlon 8. Public procurement and human rights: current role and potential of voluntary sustainability standards Axel Marx PART III OPPORTUNITIES AND CHALLENGES: INSIGHTS FROM PRACTICE 9. Outsourcing and bonded labour in military and diplomatic security services James Sinclair 10. Public procurement and human rights in the healthcare sector: the Swedish county councils’ collaborative model Pauline Göthberg 11. Public procurement and modern slavery risks in the English adult social care sector Caroline Emberson and Alexander Trautrims 12. Making rights effective in public procurement supply chains: lessons from the electronics sector Björn Skorpen Claeson 13. Supply chain transparency in public procurement: lessons from the apparel sector Robert Stumberg and Nicole Vander Meulen PART IV CONCLUSION 14 Public procurement and human rights: towards legal and policy coherence in pursuit of sustainable market economies Claire Methven O’Brien and Olga Martin-Ortega Index

Read more less

Book SynopsisCommentators and courts disagree on such fundamental issues as the definition of forum shopping and whether it is an 'unsung virtue' or an untrammelled vice. Disagreements persist on how to deal with 'virtuous' forum shopping or how best to proscribe "evil" forum shopping, if such a distinction can at all be made. This research review illuminates, explores and contest these questions. The text identifies articles that analyse the definitions and purpose of forum shopping, the right and duty to practise it and how it relates to private international law. Other topics covered include the link between forum shopping and uniform substantive law and jurisdictional issues and arbitration. This research review provides a comprehensive overview of the topic and will prove useful to academics, students and practitioners alike.Trade Review‘These amazing three volumes - containing everything you always wanted to know about forum shopping but were afraid to ask - are a masterwork on one of the most controversial and ubiquitous issues of International Law. The selection and classification of the articles included in this Research Collection could hardly be better and go certainly beyond the scope suggested by the title. Indeed, readers will find much more than International Commercial Law therein.’Table of ContentsVolume I Contents: Acknowledgements Introduction Franco Ferrari and Aaron D. Simowitz PART I FORUM SHOPPING: WHAT IS IT? [274 pp] 1. Friedrich K. Juenger (1989), ‘Forum Shopping, Domestic and International’, Tulane Law Review 63, 553–74 [22] 2. Kevin M. Clermont and Theodore Eisenberg (1995), ‘Exorcising the Evil of Forum-Shopping’, Cornell Law Review, 80, 1507–35 [29] 3. Ralph U. Whitten (2002), ‘U.S. Conflict-of-Laws Doctrine and Forum Shopping, International and Domestic (Revisited)’, Texas International Law Journal, 37, 559–89 [31] 4. Alan O. Sykes (2008), ‘Transnational Forum Shopping as a Trade and Investment Issue’, Journal of Legal Studies, 37 (2), June, 339–78 [40] 5. Richard Maloy (2005), ‘Forum Shopping: What’s Wrong With That?’, Quinnipiac Law Review, 24 (1), 25–62 [38] 6. Markus Petsche (2011), ‘What's Wrong with Forum Shopping? An Attempt to Identify and Assess the Real Issues of a Controversial Practice’, International Lawyer, 45 (4), Winter, 1005–28 [24] 7. Franco Ferrari (2013), ‘Forum Shopping: A Plea for a Broad and Value-Neutral Definition’, 1–33 [33] 8. Pamela K. Bookman (2016), ‘The Unsung Virtues of Global Forum Shopping’, Notre Dame Law Review, 92 (2), 579–635 [57] PART II FORUM SHOPPING: WHEN AND HOW? [177 pp] 9. Mary Garvey Algero (1999), ‘In Defense of Forum Shopping: A Realistic Look at Selecting a Venue’, Nebraska Law Review, 78 (1), 79–112 [34] 10. Debra Lyn Bassett (2006), ‘The Forum Game’, North Carolina Law Review, 84 (2), 333–95 [64] 11. Emil Petrossian (2007), ‘II. In Pursuit of the Perfect Forum: Transnational Forum Shopping in the United States and England’, Loyola of Los Angeles Law Review, 40, 1257–335 [79] PART III THE RIGHT AND DUTY TO FORUM SHOP [72 pp] 12. Ronald A. Brand (1998), ‘Professional Responsibility in a Transnational Transactions Practice’, Journal of Law and Commerce, 17, 301–42 [42] 13. Aaron D. Simowitz (2013), ‘A U. S. Perspective on Forum Shopping, Ethical Obligations, and International Commercial Arbitration’, in Franco Ferrari (ed.), Forum Shopping in the International Commercial Arbitration Context, Munich, Germany: Sellier European Law Publishers, 23–52 [30] PART IV FORUM SHOPPING AND PRIVATE INTERNATIONAL LAW [188 pp] 14. Russell J. Weintraub (2009), ‘Rome II: Will it Prevent Forum Shopping And Take Account of the Consequences of Choice of Law?’, in John Ahern and William Binchy (eds), The Rome II Regulation on the Law Applicable to Non-Contractual Obligations: A New International Litigation Regime, Leiden, the Netherlands: Martinus Nijhoff Publishers, 47–55 [9] 15. Csongor István Nagy (2010), ‘The Rome II Regulation and Traffic Accidents: Uniform Conflict Rules with Some Room for Forum Shopping – How so?’, Journal of Private International Law, 6 (1), 93–108 [16] 16. Patrick J. Borchers (2010), ‘Punitive Damages, Forum Shopping, and the Conflict of Laws’, Louisiana Law Review, 70 (2), Winter, 529–55 [27] 17. Christopher A. Whytock (2011), ‘The Evolving Forum Shopping System’, Cornell Law Review, 96 (3), March, 481–534 [54] 18. Mathias Forteau (2002), ‘The Diversity of Applicable Law before International Tribunals as a Source of Forum Shopping and Fragmentation of International Law: An Assessment’ in Rüdiger Wolfrum and Ina Gätzschmann (eds), International Dispute Settlement: Room for Innovations?, Heidelberg, Germany: Springer, 417–41 [25] 19. David L. Noll (2014), ‘The New Conflicts Law’, Stanford Journal of Complex Litigation, 2 (1), 40–96 [57] Volume II Acknowledgements Introduction An introduction to all three volumes by the editors appears in Volume I PART I FORUM SHOPPING AND UNIFORM SUBSTANTIVE LAW [170 pp] 1. District Court Rimini (Al Palazzo S.r.l. v. Bernardaud di Limoges S.A.), 26 November 2002, 1–3 [3] 2. Franco Ferrari (2002), ‘Forum Shopping Despite International Uniform Contract Law Conventions’, International and Comparative Law Quarterly, 51 (3), July, 689–707 [19] 3. Franco Ferrari (2004), ‘Divergences in the Application of the CISG’s Rules on Non-conformity of Goods’, Rabel Journal of Comparative and International Private Law, 68 (3), 473–94 [22] 4. Franco Ferrari (2009), ‘Homeward Trend: What, Why and Why Not’, Internationales Handelsrecht, 9 (1), 8–24 [17] 5. Franco Ferrari (2008), ‘Choice of Forum and CISG: Remarks on the Latter’s Impact on the Former’, in Harry Flechtner, Ronald Brand and Mark Walter (eds), Drafting Contracts Under the CISG, Part III, Chapter 5, Oxford, UK: Oxford University Press, 103–48 [46] 6. Franco Ferrari (2012), ‘PIL and CISG: Friends of Foes?’, Journal of Law & Commerce, 31, 45–107 [63] PART II FORUM SHOPPING AND JURISDICTIONAL ISSUES: U.S. [263 pp] 7. Linda J. Silberman (2012), ‘Goodyear and Nicastro: Observations from a Transnational and Comparative Perspective’, South Carolina Law Review, 63, 591–615 [25] 8. Donald Earl Childress III (2012), ‘Forum Conveniens: The Search for a Convenient Forum in Transnational Cases’, Virginia Journal of International Law, 53 (1), 157–79 [23] 9. Ronald A. Brand (2013), ‘Challenges to Forum Non Conveniens’, New York University Journal of International Law and Politics, 45, 1003–35 [33] 10. Donald Earl Childress III (2013), ‘General Jurisdiction and the Transnational Law Market’, Vanderbilt Law Review en Banc, 66, 67–80 [14] 11. Linda J. Silberman (2017), ‘The End of Another Era: Reflections on Daimler and Its Implications for Judicial Jurisdiction in the United States’, Lewis and Clark Law Review, 19 (3), 675–92 [18] 12. Robin Effron (2015), ‘Atlantic Marine and the Future of Forum Non Conveniens’, Hastings Law Journal, 66, 693–718 [26] 13. Linda J. Silberman and Aaron D. Simowitz (2016), ‘Recognition and Enforcement of Foreign Judgments and Awards: What Hath Daimler Wrought?’, New York University Law Review, 91, May, 344–95 [52] 14. Maggie Gardner (2017), ‘Retiring Forum Non Conveniens’, New York University Law Review, 92 (2), 390–461 [72] PART III FORUM SHOPPING AND JURISDICTIONAL ISSUES: EUROPE [109 pp] 15. King Fung Tsang (2010), ‘Forum Shopping in European Insurance Litigation: A Comparison between Jurisdictional Rules in the European Union and the United States’, Loyola of Los Angeles International and Comparative Law Review, 32, 239–71 [33] 16. European Parliament and Council Reg. 1215/2012 (The Brussels I Regulation Recast), 1–32 [32] 17. Pietro Franzina (2013), ‘The Recast of the Brussels I Regulation: Old and New Features of the European Regime on Jurisdiction and the Recognition of Judgments’, Blog of International Judicial Assistance, 1–9 [9] 18. Turner v Grovit (Case C-159/02 2004 ECR I-3565), Publications Office of European Union, 1–15 [15] 19. Owusu vs. Jackson (Case C-281/02 2005 QB 801), Publications Office of European Union, 1–20 [20] PART IV FORUM SHOPPING AND ARBITRATION [192 pp] 20. Filip De Ly (2013), ‘Forum Shopping and the Determination of the Place of Arbitration’, in Franco Ferrari (ed.), Forum Shopping in the International Commercial Arbitration Context, Munich, Germany: Sellier European Law Publishers, 53–68 [16] 21. Loukas Mistelis (2013), ‘Setting Aside of Arbitral Awards and Forum Shopping in International Arbitration: Delocalization, Party Autonomy and National Courts in Post-Award Review’, in Franco Ferrari (ed.), Forum Shopping in the International Commercial Arbitration Context, Munich, Germany: Sellier European Law Publishers, 277–95 [18] 22. Linda Silberman and Maxi Scherer (2013), ‘Forum-Shopping and Post-Award Judgements’, in Franco Ferrari (ed.), Forum Shopping in the International Commercial Arbitration Context, Munich, Germany: Sellier European Law Publishers, 313–45 [33] 23. S.I. Strong (2013), ‘Discovery Under 28 U.S.C. § 1782: Distinguishing International Commercial Arbitration and International Investment Arbitration’, Stanford Journal of Complex Litigation, 1 (2), 295–372 [78] 24. Margaret Moses (2014), ‘Arbitration/Litigation Interface: The European Debate’, Northwestern Journal of International Law and Business, 35 (1), Fall, 1–47 [47] Index Volume III Introduction An introduction to all three volumes by the editors appears in Volume I PART I FORUM SHOPPING AND DEFAMATION [122 pp] 1. Sarah Staveley-O’Carroll (2009), ‘Libel Tourism Laws: Spoiling the Holiday and Saving the First Amendment?’, New York University Journal of Law and Liberty, 4, 252–92 [41] 2. Trevor C. Hartley (2010), ‘”Libel Tourism” and Conflict of Laws’, International and Comparative Law Quarterly, 59 (1), 25–38 [14] 3. Lili Levi (2012), ‘The Problem of Trans-National Libel’, American Journal of Comparative Law, 60, 507–53 [47] 4. Peter Arnt Nielsen (2013), ‘Libel Tourism: English and EU Private International Law’, Journal of Private International Law, 9 (2), 269–88 [20] PART II FORUM SHOPPING AND IP LAW [89 pp] 5. Chester S. Chuang (2012), ‘Offensive Venue: The Curious Use of Declaratory Judgment to Forum Shop in Patent Litigation’, George Washington Law Review, 80, 1065–114 [50] 6. Robert D. Swanson (2013), ‘Implementing the E.U. Unified Patent Court: Lessons from the Federal Circuit’, Brigham Young University International Law & Management Review, 9 (2), 169–99 [31] 7. Peter Pinckney v KDG Mediatech AG., Case C-170/12 2013, 1–8 [8] PART III FORUM SHOPPING AND COMPETITION LAW [69 pp] 8. Ronald A. Cass (2010), ‘Competition in Antitrust Regulation: Law Beyond Limits’, Journal of Competition Law and Economics, 6, 119–52 [34] 9. Hugh Mercer QC (2013), ‘Applicable Law in Cross-Border EU Competition Law Actions - Forum Shopping, Mandatory Rules and Public Policy’, in Mihail Danov, Florian Becker, Paul Beaumont (eds), Cross-Border EU Competition Law Actions, Chapter 22, London, UK: Hart Publishing, 329–36 [8] 10. Alison Jones (2016), ‘Private Enforcement of EU Competition Law: A Comparison with, and Lessons from, the US’, in Maria Bergström, Marios Iacovides and Magnus Strand (eds), Harmonising EU Competition Litigation: The New Directive and Beyond, Part I, Chapter 2, Oxford, UK and Portland, OR, USA: Hart Publishing, 15–41 [27] PART IV FORUM SHOPPING IN INSOLVENCY PROCEEDINGS [234 pp] 11. Todd J. Zywicki (2006), ‘Is Forum-Shopping Corrupting America's Bankruptcy Courts?’, Georgetown Law Journal, 94 (4), 1141–95 [55] 12. John A. E. Pottow (2007), ‘The Myth (and Realities) of Forum Shopping in Transnational Insolvency’, Brooklyn Journal of International Law, 32 (2), 785–817 [33] 13. Wolf Georg Ringe (2008), ‘Forum Shopping under the EU Insolvency Regulation’, European Business Organization Law Review, 9 (4), 579–620 [42] 14. Gerard McCormack (2009), ‘Jurisdictional Competition and Forum Shopping in Insolvency Proceedings’, Cambridge Law Journal, 68 (1), 169–97 [29] 15. Marek Szydło (2010), ‘Prevention of Forum Shopping in European Insolvency Law’, European Business Organization Law Review, 11 (2), 253–72 [20] 16. Jennifer Payne (2013), ‘Cross-border Schemes of Arrangement and Forum Shopping’, European Business Organization Law Review, 14 (4), 563–89 [27] 17. Gerard McCormack (2014), ‘Bankruptcy Forum Shopping: the UK and US as Venues of Choice for Foreign Companies’, International and Comparative Law Quarterly, 63 (4), 815–42 [28] PART V FORUM AND TREATY SHOPPING [84 pp] 18. Roos van Os and Roeline Knottnerus (2011), ‘Dutch Bilateral Investment Treaties: A Gateway to “Treaty Shopping” for Investment Protection by Multinational Companies’, Working Paper, October, Amsterdam, the Netherlands: SOMO, 1–49 [49] 19. William Lawton Kirtley (2009), ‘The Transfer of Treaty Claims and Treaty-Shopping in Investor-State Disputes’, Journal of World Investment and Trade, 10 (3), 427–61 [35] Index

Read more less

Book SynopsisThis comprehensive Research Handbook examines the continuum between private ordering and state regulation in the lex mercatoria. It highlights constancy and change in this dynamic and evolving system in order to offer an in-depth discussion of international commercial contract law. International scholars, from a range of jurisdictions and legal cultures across Africa, North America and Europe, dissect a plethora of contract types, including sale, insurance, shipping, credit, negotiable instruments and agency, against the backdrop of key legal regimes commonly chosen in international agreements. These include: the UN CISG, Unidroit PICC, European DCFR and English law. The Research Handbook examines key general principles in commercial contract law, such as interpretation, good faith, remedies for breach and choice of law clauses from an international perspective. It also engages with various emerging aspects of internet contracting, including smart contracts.Scholars and researchers working in the field of contract law, and international commercial contracts more specifically, will find this Research Handbook to be an indispensable guide. Practitioners seeking clear guidance will also benefit from its detailed coverage of specific research questions.Trade Review'This is a much needed book, which brings together scholars from around the world in a collection of essays which contemplate international contracts more broadly. The world needs more research like this, in an age where international approaches cross regional borders and jurisdictions. The contributions are well set out, and allow the reader to see a more pragmatic picture of international commercial contracts. I particularly enjoyed the editors' own chapter on Party Autonomy and will be recommending this to my students of international commercial law.' -- Camilla Baasch Andersen, The University of Western Australia'This fine assembly of chapters, predominantly by South African scholars but also including work from scholars in The Netherlands, the UK and the US, is devoted to a study of contract and commercial law on the international plane. The 17 contributions cover a wide range, both in time and in topic, and bring new insights into current and emerging commercial law issues, as well as alerting the reader to sources of which he or she may have been unaware. I warmly commend this new work.' -- Roy Goode, University of Oxford, UKTable of ContentsContents: List of contributors vii 1 International commercial contracts: autonomy and regulation in a dynamic system of merchant law 1 Andrew Hutchison and Franziska Myburgh PART I GENERAL PRINCIPLES OF CONTRACT LAW 2 On reasonable expectations, interpretive preferences and the ICS principles of interpretation 11 Franziska Myburgh 3 Good faith and the duty to co-operate in long-term contracts 35 Lorna Richardson 4 A lex mercatoria of remedies for breach of contract? 57 Harriët N Schelhaas 5 An EU perspective on contract law harmonisation 86 Bert Keirsbilck 6 Private international law and choice-of-law clauses 110 Faadhil Adams and Thalia Kruger 7 The UNIDROIT Principles of International Commercial Contracts 132 Thomas Krebs PART II MERCHANT CONTRACT FORMS 8 CISG and Incoterms® : reviving the traditions of the lex mercatoria 159 Juana Coetzee 9 Private ordering, dynamic merchant tradition, and the Uniform Commercial Code 181 David L Finnegan 10 A history of English marine insurance law: merchants, their practices, the courts and the law 196 Jeffrey Thomson 11 From the book of lading to blockchain bills of lading: dynamic merchant tradition and private ordering 223 Livashnee Naidoo 12 Negotiable instruments as instruments of payment in international trade 244 Charl Hugo 13 Harmonizing international secured transactions law 262 Reghard Brits 14 Agency law: continuity and change 281 Laura Macgregor PART III NEW FRONTIERS 15 Online contracting in an international commercial context 301 Sieg Eiselen 16 The chimera of smart contracts 328 Manuel A Gomez Index

Read more less

Book SynopsisThe Economic and Monetary Union (EMU) constitutes a key pillar of the project of European integration, and the law serves as the infrastructure of the EU's system of economic governance. This comprehensive Research Handbook analyses and explains this complex architecture from a legal point of view and looks ahead to the challenges it faces and how these can be resolved. Bringing together contributions from leading academics from across Europe and top lawyers from several EU institutions, this Research Handbook is the first to cover all aspects of the Eurozone's legal ecosystem, including the fiscal, monetary, banking, and capital markets unions. In doing so, it offers an up-to-date and in depth assessment of the norms and procedures that underpin EMU, exploring the latest developments, highlighting the strengths and weaknesses of the existing framework, and making suggestions for necessary reform through policy and law. Scholars and advanced students with an interest in EU economic law will find this Research Handbook to be an indispensable guide. It will also prove valuable to policy-makers and legal advisors working in EU institutions, as well as practitioners in the field and officials in both EU and national administrations.Trade Review'This Research Handbook is a thorough and well-organized volume on European economic law. It is a timely publication given the fast pace of changes in European economic affairs and presents a balanced look at the strengths and weaknesses among European Monetary Union institutions with an eye to the future from the contributors’ perspectives. This particular addition to the series is unique among other publications for its in-depth analysis of EU economic law.'--Stephanie C Miller, International Journal of Legal InformationTable of ContentsContents: 1. Introduction Federico Fabbrini and Marco Ventoruzzo PART I Economic Union 2. Institutional architecture Alberto de Gregorio Merino 3. Fiscal Rules Jean-Paul Keppenne 4. Mechanisms of Financial Stabilization Tomi Tuominen 5. Fiscal Capacity Federico Fabbrini PART II Monetary Union 6. Institutional architecture (ECB, Eurosystem) Phoebus Athanassiou 7. Conventional & Unconventional Monetary Policy Aikaterini Pantazatou and Ioannis Asimakopoulos 8. Monetary Policy and Judicial Review Stefania Baroncelli 9. Adjustment Programs and Conditionality Roderic O’Gorman PART III Banking Union 10. The Single Rulebook and the European Banking Authority Valia Babis 11. Single Supervisory Mechanism Tobias H. Troeger 12. Single Resolution Mechanism Christos Gortsos 13. European Deposit Insurance Scheme Christos Gortsos PART IV Capital Markets Union 14. The European System of Financial Supervision Sophie Vuarlot-Dignac and Eugenia Siracusa 15. Capital Markets Union Danny Busch 16. Financial Services and Investment Funds Filippo Annunziata 17. Clearing and Settlement Nadia Linciano 18. Concluding remarks Andreas Heinzmann and Valerio Scollo Index

Read more less

Book Synopsis'Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts. There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated. No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors do with range, depth, confidence and even a bit of panache. This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.'Stephen B. Presser, Northwestern University and the author of Piercing the Corporate VeilThe modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest allows for more risks to be taken at a lower cost.This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines limited it not only in an American context, but internationally, as the authors consider issues of limited liability in Britain, Europe and Asia. Stephen Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.Trade Review'This book does a wonderful job of bringing sharp and clear analysis to a breathtakingly complex and poorly understood area of law. In particular, the book is distinctive for its careful treatment of the inefficiencies generated by current confusion and apparent subjectivity of the law in many states. Also of interest is the book's thoughtful economic analysis of the various ways that parent companies and other controlling investors react to the confused state of the law.' --Jonathan Macey, Yale University'Professors Bainbridge and Henderson have made an outstanding contribution to the literature on limited liability. There is something valuable for everyone in this book, which provides not only a clear and comprehensive exposition of the doctrine and theory of limited liability, but also with a cogent and clever solution to limited liability's deeply troubled exception, veil-piercing. This is an important book in one of the most important areas of business law, and is a tremendous, versatile resource for attorneys, entrepreneurs, students and scholars alike.' --Peter Oh, University of Pittsburgh'This new text represents scholarship in its finest form. Professors Bainbridge and Henderson provide, in succinct form, a masterly coverage of the central corporate law concept of limited liability. . . This is a ''must have'' component for the personal library of any serious scholar of corporate law in the developed world. Students at all levels will benefit from the insights on offer. It could be read with interest by a range of policymakers. I would recommend it without any qualification.' --International Company and Commercial Law ReviewTable of ContentsContents: 1. Introduction 2. History of Limited Liability 3. Why does the Law Limit Corporate Shareholders’ Liability? 4. Veil Piercing Standards 5. What Law Applies? 6. Veil Piercing in Statutory Contexts 7. Related Doctrines 8. Veil Piercing in Unincorporated Entities 9. Limited Liability in Comparative Perspective 10. Rethinking Veil Piercing 11. Conclusion Index

Read more less

Book SynopsisThis innovative book explores the legal character of petroleum licences, a key vehicle governing the relationship between oil companies and their host states. Examining the issue through the lens of legal culture, it illustrates why some jurisdictions exert strong state control and others only minimal.Critically investigating the nature of a petroleum licence, the book analyses whether it is a mere administrative right, a contract or something more akin to property rights. Chapters examine recent developments, such as the UK's strategy of maximizing economic recovery and the opposition to drilling for oil in Norway and Australia. Outside of Western petroleum jurisdictions, the book also explores several long-established jurisdictions including Russia and Mexico, as well as emerging jurisdictions, such as China and Uganda. Taking a contextual and system-oriented approach, it reveals the preconditions of the petroleum licence regime and offers a critical insight into the reasons behind alterations to the terms of the licences.Encompassing a wide variety of legal cultures and experiences, this thought-provoking book will prove to be a valuable resource for academics and students of energy law, particularly those with an interest in state regulation. It will also provide useful insights for industry-based practitioners.Table of ContentsContents: Acknowledgements viii 1 Introduction 1 Jørn Øyrehagen Sunde and Tina Soliman Hunter 2 Characterisation of Australia’s petroleum licences: property capable of acquisition on ‘just terms’? 16 Tina Soliman Hunter 3 The legal character of petroleum licences in the United States of America 51 John Lowe 4 The legal character of petroleum licences in Canada 72 Nigel Bankes 5 The legal character of petroleum licences in Uganda 95 Emmanuel Kasimbazi 6 Petroleum licences – a legal culture perspective: the United Kingdom 119 Greg Gordon and John Paterson 7 Oil and gas licences – a legal nature perspective: the Netherlands 139 Martha Roggenkamp 8 Legal character of petroleum licences under Norwegian law 159 Ernst Nordtveit 9 Russia: legal culture and character of Russian petroleum licences 186 Irina Fodchenko 10 The Mexican petroleum licence of 2013 207 Guillermo J. Garcia Sanchez 11 The legal character of petroleum licences in the People’s Republic of China 234 Yong Li 12 Afterword: Licence rights – what’s left? 253 Terence Daintith Index

Read more less

Book SynopsisWhat does the future hold for oil and gas, what can we learn from the past and what role does law have to play in this? Using a unique temporal lens, this Research Handbook examines core themes in oil and gas regulation from historical, contemporary and forward-looking perspectives.Structured in three distinct parts, this Research Handbook begins by detailing the past dominance of oil, charting the role and influence of legal instruments and regulatory regimes governing petroleum. Using a diverse range of case study perspectives over several jurisdictions, the Research Handbook then turns to oil and gas in the modern world, with critical discussion of current petroleum legal regimes. It concludes with a series of forward-looking chapters that consider the future challenges and opportunities for oil and gas, and how petroleum-dependent states can both regulate and facilitate the age of energy transition.Surveying the technological shifts of the oil and gas sector through time, this comprehensive Research Handbook will prove an invigorating read for scholars and students of energy and natural resource law disciplines. Its discussion of emerging technologies and community impact will prove particularly useful to regulators, policymakers, corporations and legal practitioners concerned with the future of energy.Trade Review‘Soliman Hunter and Taylor bring together a fine group of legal specialists and practitioners to explore the past, present and future of oil and gas. As the world transitions towards a low carbon future, this is a very timely and important research volume on energy markets, governance and regulatory regimes.’ -- Andreas Goldthau, University of Erfurt and Institute for Advanced Sustainability Studies, Germany‘An indispensable work for understanding national and international approaches to oil and gas regulations, and the relevant challenges in an era of energy transition.’ -- Carlos Bernal, Member of CENRIT and Commissioner at the Inter-American Human Rights CommissionTable of ContentsContents: PART I THE PAST – THE DOMINANCE OF OIL 1 Historical perspectives on the global petroleum economy 2 Tina Soliman Hunter 2 The role and influence of oil concessions on the oil and gas industry 33 Janan Gibbins 3 The ‘move’ offshore: The progressive development of international law in relation to the access to, and control of, offshore oil and gas resources 52 Nikolaos Koulouris and Tina Soliman Hunter 4 Development of regulatory regimes for offshore petroleum exploitation: The ‘North American’ and ‘North Sea’ perspectives 65 Tina Soliman Hunter PART II THE PRESENT: OIL AND GAS IN THE MODERN WORLD 5 The role of law in petroleum resource governance and predicting the natural resource paradox in Africa 90 Eddy Lenusira Wifa and Mostafa Elshazly 6 Asian liquified natural gas markets: The tomorrow will look very different from yesterday 115 Kim Talus 7 Hydrocarbon activities on indigenous land: Substantive and procedural rights 130 Rachael Lorna Johnstone and Emma Wilson 8 The Energy Charter Treaty as a legal instrument for oil and gas disputes 158 Moritz Wüstenberg and Tina Soliman Hunter 9 Oil and gas in Latin America: Recent development on the policy and regulation and future perspectives 175 Juan Felipe Neira, Carlos Bellorin, Ernesto Beltrán Nishizaki, Antero Alvarado and Laura Camila Ramos 10 The shale gas revolution—the United States’ perspective 195 Hannah J. Wiseman 11 An unconventional evolution: Addressing and regulating socio-legal issues associated with the development of shale gas and coal seam gas resources in selected jurisdictions 219 Madeline Taylor 12 Changing perspectives on production sharing contracts 246 Ahad Al Yahyai 13 International and supranational aspects of oil and gas law and its impact on national autonomy over petroleum development 290 Ernst Nordtveit and Tina Soliman Hunter 14 The regulatory aspects of managing contamination from oil and gas facilities during the offshore decommissioning process 320 Elizabeth J Brandon 15 Emerging technologies in oil and gas development: regulatory and policy perspectives 344 Tina Soliman Hunter, Madeline Taylor and Niloufer Selvadurai 16 Future security of Russia’s fuel and energy complex: The dominance of the Arctic 372 Dmitriy A. Medvedev and Tina Soliman Hunter 17 Maritime boundaries and cooperation over straddling seabed resources in the Eastern Mediterranean Sea 388 Constantinos Yiallourides 18 Conclusion: Energy transition in an oil and gas dependent world 409 Madeline Taylor and Tina Soliman Hunter Index

Read more less

Book SynopsisIn this series of chapters on contract damages issues, Victor P. Goldberg provides a framework for analyzing the problems that arise when determining damages, and applies it to case law in both the USA and the UK. In analyzing direct damages, the author treats the problem as pricing the option to terminate. This sheds light on the question of the date at which damages should be measured and the role of post-breach information in damage assessment. It shows how the treatment of the so-called lost volume seller in both countries results in the court constructing an absurd contract, setting an option price with perverse characteristics. Goldberg then considers two questions regarding consequential damages--the enforceability of consequential damages exclusion clauses and whether the lost profits claims of new businesses should be rejected. Contracts professors, judges, lawyers and law students will be inspired by this volume to rethink the law of contract damages.Trade Review‘There is much to recommend this book, particularly if you enjoy having long-held assumptions about a case challenged. Goldberg is to be warmly commended for speaking to an audience beyond the US. I hope that he continues to turn his gaze to English case law (and perhaps beyond) and causes us all to rethink some of the assumptions we operate under.’ -- Katy Barnett, Cambridge Law Journal'Professor Goldberg's book provides a wealth of new insights into the English cases on contract damages, through impressively detailed research that includes the unearthing of new materials. Goldberg notes from the outset that he comes to English law ''as an outsider'' and the lens through which he evaluates the cases rests on a premise that many English contract scholars are unlikely to accept. And yet, as a spur to ''rethinking'' contract damages, this approach makes a provocative and valuable contribution, and I learned a lot from reading the book.' --Andrew Summers, London School of Economics, UKTable of ContentsContents: Introduction Part 1. Direct Damages 1. Reckoning Contract Damages: Valuation Of The Contract As An Asset 2. After The Golden Victory: Still Lost at Sea 3. The Lost Volume Seller, US 4. The Lost Volume Seller, UK 5. British Westinghouse and The New Flamenco: Misunderstanding Mitigation 6. The Middleman’s Damages Revisited 7. Contract Damages when there are Sub-Sales, UK 8. Rethinking Jacob and Youngs v. Kent Part 2. Indirect Damages 9. Victoria Laundry’s Dirty Linen 10. Consequential Damages and Exclusion Clauses, US 11. Consequential Damages and Exclusion Clauses, UK 12. The New Business Rule and Compensation for Lost Profits Bibliography Index

Read more less

Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas.The Advanced Introduction to Cross-Border Insolvency Lawprovides a clear and concise overview of cross-border insolvency law with particular focus on the rules governing insolvency proceedings that occur between and across countries. Increasingly, such proceedings have an international dimension, which may involve, for example, debtors with assets abroad, foreign creditors, contractual agreements with counterparties in different jurisdictions, or companies with offices or subsidiaries in a different country. The book expertly steers the reader through the complex interactions between national and supra-national rules, international model laws, and the principles that underpin them. Key Features: Uses numerous practical examples to illustrate key concepts Provides both in-depth information for advanced readers and accessible information for beginners in the field Succinctly evaluates case law and literature Follows a comparative law approach with a principle-based methodology in order to fully explore the most important issues This enlightening Advanced Introduction will be of great benefit to those studying company, commercial, and private international law, as well as to the non-specialist practitioner. Insolvency scholars will also appreciate the astute insights.Trade Review‘This book is expertly and clearly written by one of the leading experts in the field. The language is technical but not difficult, and people approaching this field for the first time will have no difficulty in understanding the basics of the subjects covered in its eight chapters. The book comes as highly recommended for those who conduct research on this topic for the first time and/or who would like to enrich their knowledge by referring to key cases and other publications in the area.’ -- Eugenio Vaccari, International Company and Commercial Law Review‘This latest addition to the very impressive oeuvre of Prof. Reinhard Bork in the field of (cross-border) insolvency law provides a comprehensive, clear and convincing treatise of issues relevant in a cross-border insolvency context. Bork addresses matters of jurisdiction, applicable law, recognition, cooperation and coordination, secondary proceedings, the position of foreign creditors in domestic proceedings and group insolvencies on the basis of both the European Insolvency Regulation and the UNCITRAL Model Law on Cross-Border Insolvency. It is a “must read” for everyone working in or studying insolvency law. I am convinced that it will find its way to and benefit practitioners and scholars around the globe.’ -- P.M. (Michael) Veder, Radboud University, the Netherlands

Read more less