Company, commercial and competition law: general Books

Book SynopsisMost often, a successful business transaction is only as good as the contract that ties everything together; therefore, let BarCharts' fluff-free, 3-panel (6-page)guide assist you in creating the kind of contract that dots all the 'I''s and crosses all the 'T''s. Color-coded sections examine every aspect of contracts and negotiations, with key definitions and guidelines highlighted throughout.

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Book SynopsisThe essential guide to protecting and managing the professional reputation of both yourself and your organizationIn the volatile landscape of social media and viral news, professional reputations can be wrecked within a matter of hours. Passivity in the face of public criticism is often perceived as conceding guilt, while an ill-judged response can just make things worse. But few senior business leaders, entrepreneurs, public figure, talent managers, in-house lawyers and even PR professionals are aware of the full array of strategies available that can both prevent and mitigate PR crises. In Reputation Matters, Jonathan Coad draws upon his decades of expertise (both as one of the country's leading PR lawyers and as a highly regarded editorial lawyer) to provide this essential guide to protecting and managing both your professional reputation and that of your organization. With the blurred lines between traditional and social media and the growing predominance of misinfoTable of Contents1. Introduction 2. Why Reputation Matters 3. Key Regulations and Laws 4. How the Media Operates 5. Avoiding a Media Crisis 6. Preparing for a Media Crisis 7. What to Do if a Media Crisis Looms 8. Dealing with a Media Crisis if it Breaks 9. Litigation PR 10. Looking to the Future 11. Conclusion Appendices Index

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

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Book SynopsisThere are now over 10,000 benefit corporations and public benefit corporations in the United States, including at least fifteen public companies. This is the authoritative guide for leaders, advisors, and board members. Entrepreneurs and leaders often have an inspiring vision for how their business can not only make money for shareholders, but also benefit society. In recent years a new legal structure has emerged, the "Benefit Corporation" or "Public Benefit Corporation," which helps organizations make this ethical vision a legally authorized and protected reality. Companies like Patagonia, Kickstarter, Warby Parker, Danone North America, Allbirds, and King Arthur Baking have become benefit corporations to help advance both their business and their broader mission. Rather than narrowly maximizing profits, they consider their businesses' impacts on employees, customers, suppliers, the environment and others. The goal of benefit corporations like these is to foster a new, more humane, and sustainable capitalism by pursuing both profits and mission. Benefit corporation status helps protect the company mission even when leadership changes—and in the face of pressure from investors, shareholders, bankers and lenders. Becoming a Public Benefit Corporation explains this exciting new type of corporation, when it makes sense, and how becoming a benefit corporation can help leaders and organizations balance the tradeoffs between profits and mission. Law professor and corporate governance expert Michael B. Dorff also covers the weaknesses of benefit corporations, arguing that the enforcement mechanisms around benefit corporations are currently too weak to prevent "purpose washing." With examples from top companies, the book shows mission-driven leaders, board members, and advisors how to use the benefit corporation structure to make the world a better place.Trade Review"Michael Dorff's fascinating new book is essential reading for anyone interested in learning about this newer type of corporate entity that was created to help organizations balance purpose with profit."—Michael J. Downer, Senior Lawyer and Executive (ret.) Capital Group American Funds"Essential reading for anyone interested in learning about this newer type of corporate entity that is expressly permitted to balance purpose with profit."—Michael J. Downer, former Senior Lawyer and Executive, Capital Group"Why do corporations exist? Becoming a Public Benefit Corporation mines the tensions that underpin democracy and capitalism—through the story of the public benefit corporation, a (decades-old) innovation in corporate governance designed to support business entrepreneurs keen to balance purpose vs. profits. The book is timely, both for those who aspire to create great companies equipped to perform across multiple dimensions of value creation, and for those who hope to hold business to account."—Judy Samuelson, Founder and Executive Director, Aspen Institute Business and Society Program"Becoming a Public Benefit Corporation does an excellent job explaining the rise of new corporate forms—the public benefit corporation and the benefit corporation—in the context of both the rise of shareholder primacy and society's need to have corporations better meet the needs of stakeholders in addition to shareholders."—Susan Mac Cormac, Partner, Morrison Foerster"Becoming a Public Benefit Corporation is the definitive guide for entrepreneurs and investors who care about imbuing their companies with social purpose or who want to understand this ground-breaking change in modern business."—Steven Solomon, Alexander F. and May T. Morrison Professor of Law, UC Berkeley School of LawTable of ContentsIntroduction: Introduction 1. What Is a Corporation's Purpose? 2. Corporate Law Basics 3. How Are BCs and PBCs Different? 4. What Public Purposes Can Benefit Corporations Serve? 5. Purpose Enforcement Mechanisms 6. Should Entrepreneurs Choose a Hybrid Form? 7. Should Investors Support Hybrid Forms? 8. How Should Benefit Corporations Balance Profit and Public Good? 9. The Publicly Traded Public Benefit Corporation Conclusion: Conclusion

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Book Synopsis“The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated.” – Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law.Trade ReviewThis work is probably the best treatise on European securities market law. … The book's greatest virtue is that this very important sector of the economy is approached from an interdisciplinary, systematic and dogmatic perspective. This point of view is not so common and is undoubtedly one of the main merits of the book. * Revista de derecho mercantil [Bloomsbury translation] *This book provides essential background information for understanding European capital markets law. -- Toshiaki Yamanaka * University of Tsukuba *Table of ContentsSUMMARY CONTENTS 1 Foundations of Capital Markets Legislature in Europe § 1. History (Rüdiger Veil) § 2. Concept and Aims of Capital Markets Regulation (Rüdiger Veil) § 3. Legislative Powers for Regulating and Harmonising Capital Markets in Europe (Rüdiger Veil) § 4. Rule-Making Process (Fabian Walla) § 5. Sources of Law and Principles of Interpretation (Rüdiger Veil) § 6. Intra- and Interdisciplinarity (Rüdiger Veil) 2 Basics of Capital Markets Law § 7. Capital Markets (Rüdiger Veil) § 8. Financial Instruments (Rüdiger Veil) § 9. Market Participants (Rüdiger Veil) § 10. Cryptoassets and DLT Market Infrastructures (Rüdiger Veil) § 11. Capital Markets Supervision (Fabian Walla) § 12. Sanctions (Rüdiger Veil) 3 Market Abuse § 13. Foundations (Rüdiger Veil) § 14. Insider Dealing (Rüdiger Veil) § 15. Market Manipulation (Rüdiger Veil) 4 Disclosure System § 16. Foundations (Hendrik Brinckmann) § 17. Prospectus Disclosure (Rüdiger Veil) § 18. Periodic Disclosure (Hendrik Brinckmann) § 19. Disclosure of Inside Information (Rüdiger Veil) § 20. Disclosure of Major Holdings (Rüdiger Veil) § 21. Directors’ Dealings (Rüdiger Veil) § 22. Corporate Governance and Shareholder Rights (Rüdiger Veil) 5 Trading Activities § 23 Investment Objectives (Rüdiger Veil) § 24 Short Sales and Credit Default Swaps (Fabian Walla) § 25 Algorithmic Trading and High-Frequency Trading (Marcus Lerch) 6 Intermediaries § 26 Financial Analysts (Rüdiger Veil) § 27 Rating Agencies (Rüdiger Veil) § 28 Proxy Advisors (Rüdiger Veil) 7 Investment Firms § 29 Foundations (Rüdiger Veil) § 30 Investment Services (Rüdiger Veil) § 31 Product Intervention (Rüdiger Veil) § 32 Foundations of Compliance (Malte Wundenberg) § 33 Compliance Requirements (Malte Wundenberg) § 34 Governance (Malte Wundenberg) 8 Regulation of Benchmarks § 35 Foundations (Malte Wundenberg) § 36 Market Supervision and Organisational Requirements (Malte Wundenberg) 9 Takeover Law § 37 Foundations (Rüdiger Veil) § 38 Public Takeovers (Rüdiger Veil) § 39 Mandatory Bid (Rüdiger Veil) § 40 Defence against Takeover Bids (Rüdiger Veil)

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Book SynopsisThis book provides a critical socio-legal study that brings together the latest scholarly advances on corporate social responsibility, and, at the same time, addresses the pressing issue of corporate liability for harmful acts across the supply and production chains. Corporations have seldom been held responsible and virtually never liable for the acts of their subsidiaries and subcontractors. Actors as different as workers, investors, individual consumers, and shareholder activists claim that corporations should accept greater responsibility for communities and environments affected by their activities. The book argues that a global value chain’s head corporations remain immune to any liability because of the ‘economically dependent-legally independent’ relationships between core corporations and their periphery suppliers and subcontractors. To tackle this problem, globally, the author acknowledges that ‘we’ as a society need to reduce the economic dependence as described above – which is far too excessive – by ensuring a level playing field both economically and socially. More concretely, she argues that in order to realise transnational corporate liability, ‘we’ as lawyers need to find a way (or ways) to establish legally effective relationships between head corporations and their economically dependent entities. Readers of this book will be able to export the concept of corporate social liability, developed in the context of value chains, and apply it to other contexts involving corporate activities where they need to tackle unrestrained corporate freedom and make global businesses responsible and socially useful.Trade ReviewA thought-provoking book … Beyond its legal reach, the book, written in the midst of an unprecedented public health and socio-economic crisis, provides a perceptive account of our society’s dominant values and contributes to paving the way towards a mindful and sustainable recovery from the pandemic. -- Claudia Pharaon, Leiden University * International and Comparative Law Quarterly *This book is a sophisticated addition to what Socio-Legal Studies has to offer to the formulation of legal policy towards the harmful effects of TNCs. It very interestingly suggests the gains in theory and policy that may be made from giving GSCs, so far largely a feature of business literature, such prominence in legal discussion. -- David Campbell, Lancaster University * Frontiers of Socio-Legal Studies *This book is a very welcome contribution to business and human rights and one which scholars and practitioners in the field will no doubt find useful. The book provides us with an impressive and critical survey of legal tools already available to combat corporate irresponsibility, as well as the social and historical context through which GVCs emerged. -- Marisa McVey, Queen’s University, Belfast * Business and Human Rights Journal *This is an important book. Anna Aseeva's study of corporate social liability brings together comparative legal scholarship with a socio-legal assessment of the ways in which corporate responsibility for societal issues is regulated across global value chains. She demonstrates that we, as lawyers, can influence corporations' behaviour if we look beyond legal liability and acknowledge the ex ante effects of norms. * Vanessa Mak, Chair in Civil Law, Leiden University, the Netherlands *Aseeva deftly examines the shortcomings of existing soft and hard law for preventing and addressing environmental, human rights and other social harms of business conducted through GVCs and puts forward innovative ideas for filling these governance gaps. Her book is an important contribution to the literature on corporate accountability and should be required reading for Business and Human Rights scholars and students, as well as legislators concerned with the excesses of global capitalism and corporate impunity. * Penelope Simons, University of Ottawa *Table of ContentsPART I ON THE LIMITS OF LAW AND A LIMITLESS GLOBALISED MARKET 1. Introduction I. Meet Corporate Social Liability II. Why Corporate Social Liability? III. What does Corporate Social Liability Cover? IV. The Book’s Approach and Methods V. Structure of the Book 2. Setting the Stage: Corporate Responsibility in Context I. The Corporate Responsibility Debate in its Historical Context II. Ideational Context: The Impact of the Washington Consensus III. Economic Context: Centre, Semi-Periphery and Periphery of Global Value Chains IV. Organisational Context: Global Value Chain Governance V. Social Context: CSR Standards for and within Global Value Chains VI. The Advent of International Standards VII. The Many Shades of Voluntary Standards and Corporate Self-Regulation VIII. The Rise and Fall of CSR PART II THE SHORTCOMINGS OF CORPORATE RESPONSIBILITY AND OBSTACLES TO CORPORATE LIABILITY 3. National Law: Shades of Publicness in Private Regulation I. Corporate Law II. Tort Law and Contract Law III. Commercial Law 4. Post-national Law: Mandatory Disclosure, Environmental and Human Rights Due Diligence, and Supply Chain Liability I. Supranational Law II. International Law PART III CORPORATE LIABILITY IN THEORY AND PRACTICE: RECENT APPROACHES AND AN INTRODUCTION TO CORPORATE SOCIAL LIABILITY 5. Corporate Liability in International Comparison 9 I. Legislative Landscape II. Litigation Landscape 6. Analysis of Avenues for Corporate Social Liability in Global Value Chains I. Common Criteria for Founding Liability: An Overview II. Further Criteria for Founding Liability: Various Relevant Practices III. Conceptual Prospects for Corporate Social Liability in Global Value Chains PART IV PITFALLS AND THE FUTURE OF CORPORATE SOCIAL LIABILITY IN GLOBAL VALUE CHAINS 7. Liability through Judicialisation, Legalisation, and Alternative Dispute Settlement I. General Direct Liability II. A(n) (Im)Possibility of Judicial Assertiveness: A General Duty of Care for Global Value Chains III. Legalisation through Legislation: Liability Disciplines in Current French and Dutch Law IV. Transnational CSL Legalisation: Bangladesh Accord and Bangladesh Alliance V. Alternative Dispute Resolution through International Investment Arbitration VI. Enforcing Corporate Social Liability ex ante 8. The Reality and Prospects of European and International Law of Corporate Liability in Global Value Chains I. European Law II. International Business and Human Rights Framework: Guiding or Binding the Global Business? 9. On the Gap-filling Corporate Social Liability (and its Gaps) I. The Pitfalls of International Arbitration for Realising Transnational CSL II. The Limits and Opportunities of the Interface of Domestic Private Law with Public International Law III. Whither Corporate Social Liability? Conclusion: Where Do We Stand and Is There a Way Forward? I. Where Do We Stand? 3 II. The Way Forward III. Final Concluding Remarks

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Book SynopsisCorporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

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Book SynopsisA “back-to-basics” guide to government contract law Finally! A plain-English presentation of the basic legal concepts of government contract law for professionals at any stage in their careers. Until now, anyone in the procurement field has had to trudge through dense and complex texts written in hard-to-follow “legalese” in their quest to understand procurement law. With Understanding Government Contract Law, they finally have a source of clear and concise explanations of the legal principles involved in government contract law, written by an authority on the subject. Part I of the book focuses on the unique problems facing each of the parties to a government contract - the contract officer and the contractor - and offers insight to the many roles played by the contract officer in the procurement process. Part II describes why and how the government contract is different from commercial contracts. Part III explores the ins and outs of a government contract lawsuit. The author presents key legal principles of government contract law by: • Stating a legal principle • Specifying where in the Federal Acquisition Regulation (FAR) that principle is found • Offering the rationale, context, and any public policy behind the principle • Describing, with case law examples, situations where the government applied the law correctly and situations where the government came to that conclusion incorrectly

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

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

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Book SynopsisThe work's strength lies in two main features. Firstit provides guidance by reference to numerous cases (some of which might well have been overlooked) for the purposes of assisting someone to draft a contract effectively. Secondly, it provides worked examplesit is very useful and I hope that it will reach a wider audience.'HH Humphrey Lloyd KC, former judge of the Technology and Construction CourtInternational Construction Law Review (Review of a previous edition)Do you need help with drafting standard contract clauses, but only have a few minutes? This book is an alphabetical, quick-access guide. It provides up-to-date, practical drafting advice on the purpose and effect of a wide range of the clauses in common use. The Fifth Edition covers major developments and includes new sections covering: - Good governance', eg compliance with health and safety, bribery and slavery laws- Revised and expanded sections dealing with: - Entire agreement clauses - Exemption clauses - Indemnities - Warranties This book includes:- A step-by-step commentary- Examples of best practice in different situations- Detailed notes on each type of boilerplate clause- A summary of relevant law, including statutory definitions and case law- Precedents supplied as an accompanying electronic downloadComprehensive and organised for ease of use, this title guides the user through each clause, explaining its purpose, considering its relevance, and providing illustrative examples. This title is included in Bloomsbury Professional's Company and Commercial Law online service.

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Book SynopsisGet an overview of the legal underpinnings of the contracting process. Learn why things are done in certain ways. And become familiar with the constitutional, statutory, and regulatory laws behind the rule or practice. This ActionPack book will equip you with a deeper understanding of government contracting practices to inform all your contracting activities. Ideal for all levels of professionals from novices to senior managers.

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Book SynopsisThe SHRM Essential Guide to Employment Law is your One-Stop Legal Reference to Employment Law. It simple, straightforward language on everything HR professionals, employers, and small business owners need to know about their relationship with their employees in order to comply with the law and protect themselves and their business from legal action.Covering more than 200 workplace law topics, the Guide provides an overview of U.S. workplace laws, regulations, and court decisions that employers, large or small, are likely to face, as well as what pitfalls to anticipate and when to seek professional advice. Each chapter offers general principles, highlights key issues, and provides specific examples and suggestions to help make the employer-employee relationship run more smoothly.The Second Edition features scores of updates and new content, including:• New NLRB rules• New state law limitations on inquiring about salary history• Compliance for telework• Lawfulness of provisions in severance and release agreements• Department of Labor’s change of position on volunteer workers• New state laws limiting or prohibiting non-compete agreements• and much more!Table of Contents CHAPTER 1: The Employment Relationship CHAPTER 2: The Hiring Process CHAPTER 3: Evaluations and Discipline CHAPTER 4: Terminating the Relationship CHAPTER 5: Wage and Hour Requirements CHAPTER 6: Wage Attachments CHAPTER 7: Tax Considerations CHAPTER 8: Leave Policies CHAPTER 9: Deferred Compensation and ERISA CHAPTER 10: Group Health and Benefit Plans CHAPTER 11: Workers' Compensation CHAPTER 12: Unemployment Insurance CHAPTER 13: Workplace Safety CHAPTER 14: Discrimination in General CHAPTER 15: Gender Discrimination CHAPTER 16: Age Discrimination CHAPTER 17: Persons with Disabilities CHAPTER 18: Employee Privacy CHAPTER 19: Employee Loyalty CHAPTER 20: Alternative Work Arrangements CHAPTER 21: Foreign Workers CHAPTER 22: Government Contractors CHAPTER 23: Nonprofit Organizations CHAPTER 24: Unions and Labor Relations

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Book SynopsisThis essential trade reference offers more than fifty crucial forms and tells you everything you need to know to use them effectively, all for $5 less than the first edition. Made available in hard copy and on CD-ROM, each form can be customized and is accompanied by detailed instructions, advice on standard contractual provisions, and a negotiation checklist to help you achieve the best results. Included is an in-depth section on contractual issues relevant to the industry. Among the essential forms included are: Project plan and budget Proposal form Comprehensive production schedule Transmittal form Traffic log Collection letters Receipts log Marketing checklist Billing forms Work change order Designer–client agreement for commercial and residential projects Contract summary sheet Contract with fabricator Nondisclosure agreement for submitting ideas Employment agreement Trademark application And many more New to this edition are forms for leases, subleases, arbitration, general and mutual releases, employee warning and dismissal letters, and promissory notes. Don’t miss out. Use Business and Legal Forms for Interior Designers to spare yourself expensive lawyers’ fees and get fair compensation for your work.

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Book SynopsisThe objectives of the Seventh Edition are twofold: to help the student understand the substantive law of sales and develop the skills of statutory analysis in the context of a comprehensive statute that contains critical definitions and numerous cross references. The materials consist of cases, text, and problems. The cases are selected because of their effectiveness as teaching materials, presenting difficult legal questions and explaining the business background of the disputes. The notes elaborate on the background and push the student to question the rationale of the court. The problems further explore the soundness of the court's decision and present new issues of statutory analysis for the student to consider. They require the student to dig deeply into the language of the statute and the Official Comments, working back and forth among the various sections that are relevant to solving the problem.

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Book SynopsisThis text serves as an accessible introduction to the law of contract. The headings chosen for examination track the main points in the lifetime of a contract—from its formation, drafting, and onward to its eventual dissolution, whether this occurs due to the terms of the contract, the will of the parties, or because of a breach of the agreed terms. It also provides studies of other notable areas within the subject, such as third-party rights, damages, and equitable remedies. In distinction to other guides to contract law, this text provides a comparative analysis of the area, incorporating sources drawn from both the civil law tradition, characteristic of several nations within Continental Europe, as well as the Anglo- American common law tradition, with cases and legislation drawn from England and the United States of America.It also explores contract law in the unique context of so-called hybrid jurisdictions—those that incorporate elements of both the common law and civilian traditions. As business assumes a global dimension, knowledge of the operation of contract law across various legal traditions and national contexts is increasingly at a premium. This text enables the student to gain a coherent vision of contract law, as well as to speak confidently when discussing the intricacies of the subject.

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Book SynopsisThe Model Business Corporation Act (2016 Revision) is the first complete revision of the Model Act since 1984. The Model Act is a free-standing corporation statute that can be enacted in its entirety by a state legislation. It is the basis for the general corporation statute in 32 states and the District of Columbia, and is the source for many provisions in the general corporation statutes of other states. It is an important and often cited reference for courts, lawyers, and scholars, as well as a useful source of study and discussion in law schools in the U.S. and elsewhere. Through periodic amendments, the Model Act has evolved in significant ways since 1984. This evolution, however, has been incremental and has not been published in a comprehensive form that could be easily adopted by state legislatures as a means to capture all the changes since 1984. Nor had there been any systematic attempt to revise the Model Act to eliminate inconsistent terminology and adjust provisions that had become outdated since the 1984 revision. Accordingly, beginning in 2010, the Business Law Section’s Corporate Laws Committee has undertaken a thorough review and revision of the Model Act and its Official Comment. This effort has resulted in the adoption and publication of the Model Business Corporation Act (2016 Revision). The 2016 Revision is based on the 1984 version and incorporates the amendments to the Model Act published in supplements regularly thereafter, with changes to both the Act and its Official Comment. Also included are notes on adoption and revised transitional provisions that are intended to facilitate legislative consideration in adopting the new version of the Model Act. The Committee intends and hopes that the publication of the 2016 Revision will encourage state legislatures—in states that have already adopted all or a substantial part of the Model Act and in other states as well—to consider adopting the Model Act in full and thereby bring their corporate statutes into line with recent developments in corporate law.

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Book SynopsisNonprofit Law provides lawyers who represent nonprofit organizations with basic information and guidance on legal issues that commonly arise for nonprofits. It provides an overview of the law with regard to particular issues with limited statutory and regulatory citations. This resource covers the formation, tax, governance, and documentation, as well as other areas including mergers and sale of assets of nonprofits, and dissolution of nonprofits. For lawyers who need a quick reference, Nonprofit Law: Reviews some basic questions an attorney should ask a client when advising on nonprofit issues, whether the attorney is asked to help form a new nonprofit corporation or advise on some other nonprofit matter Addresses issues relating to formation and describes important documents that are part of the formation process, including articles of incorporation and bylaws Discusses taxation issues with a focus on the types of federal tax exemptions that are available under the Internal Revenue Code Addresses governance matters and describes the individuals involved in the governance of a nonprofit corporation as well as the fiduciary duties imposed on the board of directors Focuses on other matters that often arise in representation of a nonprofit and includes discussion on subsidiaries of nonprofits, the merger, sale of assets and other entity combinations involving nonprofits, and dissolution of nonprofits And much more! The appendices include a checklist for articles of incorporation and bylaws, a list of tax exemptions under the Internal Revenue Code, as well as resource materials that can provide more detailed information on the subject matter.

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Book SynopsisBeginning with an overview of modern payment systems, this comprehensive guide: Discusses the primary modern payment systems, which form the “rails” for significant innovation Examines the next generation of payments technologies, which are seeking to deliver greater efficiency, convenience, and utility for businesses and consumers Details important regulatory concerns, including money laundering, tax enforcement, and sanctions regimes Includes legal and policy insights in the payments environment including the European Union and the U.S. Provides current reflections and forward-looking thoughts on issues and concerns presented by technologies that are closely related to electronic payments. As the Internet continues to expand its scope and impact on our daily lives, how are payment systems likely to adapt to these changes? And while we often extoll the benefits of technology, laws and regulations are also informed by critical examination of related social impacts. How does this movement toward electronic payment systems impact the poor and socially disadvantaged? These topics are boldly addressed as well as other topics.

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Book SynopsisOffers clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. This 2016 edition is thoroughly updated to include recent US Supreme Court, Delaware and other leading decisions and regulatory developments that impact the fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs.

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Book SynopsisThis title covers the law of business associations for introductory courses, including agency, general partnerships, closely held corporations, publicly held corporations, limited partnerships, limited liability partnerships, and limited liability companies. The material on the unincorporated business forms has been revised, updated, and expanded to reflect the centrality of these forms of business organization in modern law practice and the economy generally. Among other state and model statutes, the Uniform LLC Act (2013), the Uniform Partnership Act (2013), the Uniform Limited Partnership Act (2013), the Third Restatement of Agency (2006), and the Model Business Corporation Act (2016) are discussed and cited.

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Book SynopsisThe Tenth Edition continues the basic approach of its predecessors: using problems as a vehicle for discussing cases and textual material to develop an understanding of the law of business enterprises and the policy issues that influence its evolution. The new edition continues to develop sophisticated materials on noncorporate business entities, and it adds significant new cases and commentary on new developments in law including Delaware cases on information rights, shareholder litigation, and the Caremark doctrine. The commentary has been updated for new developments including discussion of the role of corporations in society and the influence of and trends in shareholder proposals. It also made modest organizational changes that streamline the sequential delivery of important lessons.

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Book SynopsisBusiness organizations have recently been encouraged by investors, regulators, and communities to define their purposes, values, and fiduciary duties of creating shared value for all stakeholders. Public companies have traditionally operated under the corporate model of "shareholder primacy" with the primary purpose of generating returns for shareholders and thus corporate activities are managed toward creating shareholder value. The stakeholder primacy system encourages directors and executives to focus on managing corporate activities toward creating shared value for all stakeholders. The role of the board of directors under stakeholder primacy/capitalism as opposed to shareholder primacy/capitalism is to oversee the managerial function of focusing on the long-term sustainability performance, effectively communicating sustainability performance information to all stakeholders. A shift away from the shareholder primacy model and toward the stakeholder primacy model has been gaining momentum worldwide in recent years as investors demand, regulators require, and companies define the "profit-with-purpose" mission in creating shares value for all stakeholders. This book offers guidance to organizations for considering both shareholder primacy and stakeholder primacy in defining their mission of "profit-with-purpose" and in creating shared value for all stakeholders. It also highlights how people, business and resources collaborate in a business sustainability and the stakeholder primacy model in creating shared value for all stakeholders. Anyone who is involved with business sustainability and corporate governance, the financial reporting process, investment decisions, legal and financial advising, audit functions, and corporate governance education including directors, executives, investors, and auditor will be interested in this book.

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Book SynopsisThis book examines the crucial role of investors both retail and institutional investors and interment managers, the corporate board of directors and management in collaborating to achieve financial ESP and nonfinancial ESG sustainability performance in creating shared value for all stakeholders.Business sustainability has become economic and strategic imperative with potential to create opportunities and risks for businesses. There have been considerable efforts by regulators and business organizations to encourage the board of directors and management to pursue profit-with-purpose goals in by focusing on long-term investment and integrating environmental, social and governance (ESG) sustainability into their strategic and investment decisions. The concept of impact investing, of focusing on the importance and relevance of corporate investment strategies in achieving financial economic sustainability performance (ESP) in creating returns on investment and in obtaining non-financial ESG sustainability performance of providing positive social and environment impacts, is gaining acceptance by retail and institutional investors. Positive effects on the environment and society cannot be achieved without allocating scarce resources that could otherwise be used to maximize firms' financial economic performance. The role of the board of directors is to oversee the managerial function of focusing on the long-term financial ESP and non-financial ESG sustainability performance, effectively communicating sustainability performance information to all stakeholders.This book examines the crucial role of investors both retail and institutional investors and interment managers, the corporate board of directors and management in collaborating to achieve financial ESP and nonfinancial ESG sustainability performance in creating shared value for all stakeholders. This book also highlights how people, business and resources collaborate in achieving sustainability performance of creating shared value for all stakeholders. Anyone who is involved with business sustainability and corporate governance will be interested in this book.

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Book SynopsisBoard members often struggle to identify their true role, caught between the Chair and the executive board. As a result, board members frequently have doubts about their role and personal impact; doubts which are rarely acknowledged nor addressed. By focusing on the most impactful driver of success – the human behavior – the author explores how to create a strong board team whose members are clear about the team's role, are able to talk about their concerns, and are therefore also comfortable to listen, to challenge, and to support.Based on around 60 interviews around the globe and his own board experience, this book will help Chairs to form a strong team, build a resilient relationship with the CEO, assess how to use their considerable power, and when to show self-restraint. Navigating the Boardroom supports board members and managers in reflecting on how to navigate the complex web of boardroom relations and provides both practical and attitudinal tips.

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Book SynopsisWith the expansion of technology and governance, the information governance industry has experienced dramatic and often, sudden changes. Among the most important shifts are the proliferation of data privacy rules and regulations, the exponential growth of data and the need for removing redundant, obsolete, and trivial information and the growing threat of litigation and regulatory fines based on a failure to properly keep records and manage data. At the same time, longstanding information governance standards and best practices exist, which transcend the sudden vicissitudes of the day.This volume focuses on these core IG principles, with an emphasis on how they apply to our target audience, which includes law librarians, legal and research staff and other individuals and departments in both the public and private sectors who engage deeply with regulatory compliance matters.Core topics that will be addressed include: the importance of implementing and maintaining cohesive records management workflows that implement the classic principles of capturing, checking, recording, consolidation, and review; the classic records management principles of Accountability, Transparency, Integrity, Protection, Compliance, Accessibility, Retention and Disposition; and archives Management and the two principles of Providence and Original Order.

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Book SynopsisThe performance and survival of a business in a global economy depends on understanding and managing the risks–external and those embedded within its operations.It is vital to identify and prioritize significant risks and detect the weakest points. Adding other elements to an essential ERM program, such as PESTEL and Porter's 5 forces, treatment plans, scorecards, the three lines of defense (3LoD) components, and process improvements (six sigma, 8D, etc.) significantly increases the ERM success rate.The authors outline a comprehensive strategy to designing and implementing a robust and successful ERM program – and not just successful in implementation but also yielding enormous returns for the organizations that implemented this enhanced ERM program.

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Book SynopsisAn essential resource to help lawyers develop greater familiarity and understanding of bankruptcy law, this handbook provides entry into bankruptcy analysis and processes for practitioner's embarking on identifying, asserting, objecting to and/or defending claims in a bankruptcy case and evaluating the manner that claims may be treated. Providing a starting point for legal analysis, highlighting key issues, and answering key questions, this handbook provides guidance on: A summary of debtor's duties, the preparation of the debtor's schedules, and a chart with the debtor's assets and liabilities The life cycle of the claim, from onset to the contents, effects, timing and location of filing, concluding with rules regarding amendments to a claim Secured claims and transitions into unsecured claims Reclamation claims or the right of a vendor to demand the return of certain delivered goods from the debtor, including ordinary course of business requirement, insolvency, receipt of goods, the substance and timing of written demand and identity of the goods The definition of administrative claims and the types of claims that qualify for administrative status Claims objection process, including disallowance of claim and consequences of disallowance Rejection damages claims definition and the nuances of rejection remedies for tenants whose landlords reject their leases A new chapter on the intersection of claim dischargeability and the claims process And much more!

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Book SynopsisThorough due diligence is one of the most important ways to reduce risks in international M&A transactions, but relying solely on the buyer's domestic due diligence practices can be wasteful of time and resources and contribute to a buyer missing a critical issue or unknowingly assuming an unwanted liability. Understanding the intricacies of the legal landscape, cultural nuances, and trends in market practices in the jurisdiction in which a target is located will undoubtedly help ensure the next transaction is a successful one. International M&A Due Diligence, Second Edition, drafted by the International M&A Subcommittee, is structured to provide lawyers with an overview of essential considerations in planning and conducting M&A due diligence in each of the 20 covered countries. Based on a Model Questionnaire, the questions asked are generally from the perspective of a U.S. lawyer with limited familiarity with the local jurisdiction involved. The Model Questionnaire is included and can also be used as a helpful guide when embarking on due diligence in a country not covered in this book. In addition, local counsel were asked to "localize" a sample due diligence request list, which is based on the Form of Document and Information Request from the Manual of Acquisition Review. The localized request lists are presented in "redline" format, which the transactional lawyer will find particularly instructive.

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Book SynopsisESG, CSR, and sustainability have become a dynamic and critical focus of corporate governance. The ESG challenges for corporate boards are complicated and this valuable guide sets out to carefully explore what happens when governance meets sustainability. The book serves as a guide to current ideas about ESG and governance and provides insight to directors on their role with respect to ESG matters. Written by a team of corporate governance experts, the guide begins with a valuable lexicon of ESG and sustainability terminology so that corporate directors have a baseline to understand the conversation. Divided into five parts, the book covers important issues, practical tips, and key take-aways for board members with discussions on: What is sustainability and how has it evolved? The role of the board and the role of the audit committee in the board's management of sustainability and ESG issues. What are the drivers of sustainability and who are the stakeholders? Board oversight of the dynamic ESG landscape. How does ESG affect corporate strategy and risk oversight and what are the mission-critical responsibilities of the boards of directors? Legislation, mandatory and voluntary reporting requirements, and litigation and risk management. Operations management: supply chain, employees, and customers. Diversity, equity, and inclusion in the boardroom and beyond. And much more!

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Book SynopsisAs an introduction to banking law, Banking Law Essentials lays the groundwork for lawyers to decipher this complex area of law. The author, Karol K. Sparks, delivers "just the basics" with practical tips and proven advice, in an easy-to-read conversational tone. The book shares decades of accumulated legal learning by the author and contributors and reflects their experience and knowledge as practitioners and educators. They simplify banking law and highlight what you need to know to get started on the substance. Beginning with "what is a bank?" to knowing your client and addressing your role as risk advisor, the book covers: The roles of the banking regulatory agencies The dual banking system The corporate family - bank holding companies, subsidiaries, and more The business of banking Capital basics Nuts and bolts of prudential law - 23A and B, Regulation O and Lending Limits Fundamentals of bank examination and enforcement and more! To help you navigate the acronyms, jargon, and obscure historical references to cases and statutes, the "Acronyms, Lingo, and Jargon" appendix is a quick and convenient resource. Included are banking terms, legal references, definitions, and chapter references to locate the terms in the discussion.

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Book SynopsisExecutive compensation is a critical topic for companies of all sizes and the subject is more complex than many practitioners anticipate. This book provides the tools to help you navigate this complex are of law in a user-friendly manner. The guide includes an overview of many key areas of the law and highlights opportunities and pitfalls that are common in executive compensation. The most essential rules and laws that you should be familiar with when navigating an executive compensation matter are highlighted. This book is intended to aid lawyers, accountants, business owners, and tax and human resource professionals. Beginning with an introduction to executive compensation, the chapters focus on the legal and regulatory compliance of the non-qualified incentive and deferred compensation components of an employee's compensation package - that portion of the package provided in the form of incentive pay, equity compensation, and/or deferred compensation plans. Topics addressed include: The stakeholders and which employees should receive executive compensation Negotiating the employment agreement and compensation package Tax aspects, deductions, and exceptions to the Tax Code Types of plans - ERISA, nonqualified deferred plans, and equity plans Why deferred compensation plans matter in M&A Tax exempt and government entities Relevance of securities laws Partnerships and LLCs taxed as partnerships Enforcement of executive agreements And much more!

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Book SynopsisSince 9/11, countering the financing of terrorism has been a significant policy priority of U.S. and international security agencies. As terrorist groups and tactics evolve, government authorities and the private sector have focused on preventing financial and commercial systems from being leveraged and abused to fund terrorist activities. Former leading governmental officials and experts from the private sector and academia have collaborated on this scholarly compendium, in which they discuss the key laws and strategies used to thwart the financing of terrorism. The book follows a logical progression of relevant topics that fosters a better understanding of this dynamic challenge. Authoritative and informative, this guide outlines the domestic and international legal architecture of the battle against the financing of terrorism. To help you understand this complex issue, the book covers: Terror financing typologies and the means of combatting them Designating terrorists and terrorist groups domestically and internationally Freezing terrorist assets and related counter-terrorism initiatives The role of financial institutions in countering the financing of terrorism Criminal prosecutions and civil remedies against terrorists and their facilitators Related legal authorities used by the military and the intelligence community Included are valuable chapter appendices and exhibits with charts and graphs, as well as an extensive table of cases for easy reference.

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Book SynopsisWhile there are many books about cybersecurity, data privacy and related issues, there are very few, if any, books about cyber insurance. A Practical Guide to Cyber Insurance for Businesses, fills that void and provides a practical look at cyber insurance for different types of businesses. This book is divided into two parts. The first eight chapters focus on the development of cyber insurance and various aspects and elements of cyber insurance that affect all industries, including how cyber insurance interacts with other commercial insurance coverage. Chapters nine through twenty-five take a closer look at the cyber risks and cyber insurance coverage needs for specific industries. In this way, the unique characteristics of each industry segment are highlighted and a review of cyber insurance for that industry segment is more focused. While not every possible industry segment is covered, the broadness of the industries covered should provide guidance to any business.

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Book SynopsisExport controls and economic sanctions increasingly affect day-to-day business operations across the globe. No company with cross-border operations or even a multinational work force is immune from their application or can afford to ignore these laws. In recent years, controls over the export of goods, technology, and services now represent a core and extremely complex area of corporate compliance whether your client is involved in import/export activity, mergers and acquisitions, joint ventures, licensing agreements, distribution contracts, or banking and finance transactions.Since the first edition of International Guide to Export Controls and Economic Sanctions was published in 2014, export control laws have undergone profound change and the scope of international economic sanctions laws has expanded to affect virtually every industry in every corner of the World. Years in the making, the second edition of this handbook greatly expands the scope of the first edition. It provides an overview of this challenging and dynamic body of law in the U.S., twenty-three other countries and the EU. International Guide to Export Controls and Economic Sanctions, Second Edition, will be a valuable resource to both seasoned and novice counsel and compliance professionals alike, providing a thorough and practical guide in identifying the myriad issues, navigating the rules, and managing client legal and compliance risks in export controls and economic sanctions law.

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Book Synopsis

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Book Synopsis

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Book SynopsisMany Fortune 500 companies, as well as mid-sized and small businesses and tax-exempt organizations, participate in captive insurance structures. To help lawyers decipher the intricacies of captive insurance, this guidebook begins with a discussion of types of captives and addresses how to approach whether a captive makes sense for a business owner. The book focuses on various aspects of the captive’s operation and management—from taxation, special uses, and regulation to eventual exit and potential tax litigation issues. Captive insurance covers legal and non-legal practice areas such as taxation (domestic, foreign, state, and local), insurance (regulatory, coverage, and reinsurance), securities, commercial transactions, employee benefits, tax controversy, actuarial science, underwriting, and more. Written by seasoned professionals with varying areas of expertise, Captive Insurance Deskbook for the Business Lawyer includes discussion on: Various types of captives Captive insurance company feasibility Using a captive to fund employee benefits and the advantages of placing them in captives Corporate counsel’s role with captives and managing conflicts of interest The role of the domicile regulator IRS examination of captive insurance And much more

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Book SynopsisLimited Liability Companies (LLCs) have become the predominant form of business entity created for American businesses, now far surpassing annually the numbers of new corporations. Among the features that have made LLCs attractive is that membership interests in an LLC are not subject to the traditional remedies, such as Writs of Levy, that have long been available to the creditors of shareholders. Instead, a creditor's recovery against the LLC interest of debtor is restricted to a heretofore little discussed remedy known as a "charging order." Corresponding to the rise of LLCs, creditor-debtor litigation involving LLC membership interests has likewise increased in volume. This has created a need for all concerned parties, meaning creditors, debtors, non-debtor members, the LLC, and even potential third-party buyers of LLC interests at a foreclosure sale of charging orders, to be able to come up-to-speed quickly on the subject of charging order. Thus, the LLCs, Partnerships and Unincorporated Entities Committee of the ABA's Business Law Section presents The Charging Orders Practice Guide to give readers a source of both the legal theory underlying charging orders and pragmatic suggestions as to how to deal with them from all viewpoints. The Charging Orders Practice Guide discusses a broad array of issues involving this remedy, including: The history and legal theory which underpins charging orders Creditor's strategies and tactics for obtaining charging orders and using them for maximum effect to enforce judgments Step-by-step guidance to obtaining and enforcing a charging order Debtor defenses to a charging order Counseling an LLC on how to respond to a charging order Charging orders and single-member LLCs Intra-member disputes involving charging orders The charging order in bankruptcy Tax issues as seen through the eyes of all the parties to charging order litigation And much more! BONUS: Appendices include sample charging order documents, plus both of Professor Carter Bishop's widely-cited fifty-state tables listing state statutes and the most important charging order decisions.

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Book SynopsisHarassment claims based on sex, not just sexual conduct or language, have become more complex and difficult to defend. This important new book provides guidance and best practices for attorneys who litigate claims alleging gender harassment and retaliation claims under Title VII of the Civil Rights Act. Providing current information on a behalf of plaintiff/employees and defendants/employers.The book begins by providing a platform that the practitioner can use to assess and handle gender harassment and retaliation cases. It supplies guidance for performing a thorough analysis of the elements which must be proven and should be considered throughout the litigation of a claim, including planning and defending depositions.Once a claim has been made, claim must be investigated. Subsequent chapters provide guidance for investigating allegations before and after they become internal or administrative claims, as well as how to examine the relevant policies which may become defenses or liabilities to overcome. Among other topics, chapters address: Workplace harassment and model prevention policies Investigating, preparing, and responding to the claim Employment practices liability insurance Representing and defending the alleged harasser Arbitration in a harassment case Discovering juror attitudes in sexual harassment cases Evidentiary issues Damages To assist the practitioner in litigating these cases, these topics are covered with separate chapters that address these topics from the perspective of the plaintiff and the defense: Multi-plaintiff litigation and class actions Discovery and deposing the alleged harasser and the witnesses for the other party Motions for, and defending against, summary judgement Voir dire and opening statement by the opposing party Cross-examination Closing argument and jury instructions

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Book SynopsisU.S. companies rely on the capital markets for a greater portion of their total funding, and on the debt capital markets for a greater portion of their credit financing, than do companies in Europe or Asia. In short, U.S. capital markets play a critical role in both the U.S. and global economy. Transparency is viewed as fundamental to the efficient functioning of these markets. Transparency, in the form of robust dis-closures by public companies, helps to protect investors, ensure a level playing field, and promote better allocation of capital. Given the extensive disclosure requirements now applicable to public companies and the ever- increasing length of public company disclosures, some would argue that we are well past the point of information overload. On the other hand, others would note that enhanced disclosure on a broad array of topics improves corporate accountability. This book cover a variety of topics including: Duty to Disclose Fraud Filing Requirements Disclosure Categories Business Operations Risk Factors Compensation Special Circumstances and Issues And more

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