Company, commercial and competition law: general Books

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Book SynopsisThroughout the world, the rule against price fixing is competition law's most important and least controversial prohibition. Yet there is far less consensus than meets the eye on what constitutes price fixing, and prevalent understandings conflict with the teachings of oligopoly theory that supposedly underlie modern competition policy. CompetitionTrade Review"[H]is contribution to the debate is novel, provocative, and important."--Choice "[V]ery well documented... I highly recommend to economists and lawyers, as well as those working in competition policy issues than those in charge of its implementation."--David Encaoua, Journal of Economics "I highly recommend [Kaplow's book] to economists and lawyers, as well as those working in competition policy issues than those in charge of its implementation."--David Encaoua, Journal of EconomicsTable of ContentsPreface xiii 1. Introduction 1 PART I: HORIZONTAL AGREEMENTS 2. Defining the Problem 21 3. Communications 50 4. Statutory Provisions and Higher Court Interpretations 69 5. U.S. Lower Court Practice 101 6. Paradox of Proof 125 7. Oligopoly Theory and the Agreement Requirement 174 PART II: PRICE-FIXING POLICY 8. Social Welfare 217 9. Framework for Decision-Making 231 10. Detection: Market-Based Evidence 256 11. Detection: Other Types of Evidence 286 12. Liability Assessment 307 13. Sanctions 322 14. Unilateral Market Power 346 15. Additional Considerations 368 PART III: COMPARISON OF APPROACHES 16. Communications-Based Prohibition 387 17. Detection of Prohibited Communications 398 18. Further Topics 420 19. Conclusion 443 References 455 Index 475

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Book SynopsisHere is the new, completely updated and expanded edition of the indispensable handbook used throughout the hospitality industry since The Laws of Innkeepers first appeared in 1972. Containing all the legal information essential to the successful operation of modern hotels, motels, inns, bed-and-breakfasts, clubs, restaurants, and resorts, the...Trade ReviewTo those immersed in the travel industry, especially its host segment, I recommend [The Laws of Innkeepers] as a guide to clarify muddied thinking about the rights and privileges of hosts versus guests, and as insurance against unneccesary lawsuits. * New York Times *

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Book SynopsisEconomic governance institutions (rules, norms and enforcement practices) define the cost and incentive structures that influence the decisions of economic actors.Trade Review'This book is a welcome addition to the lively field of economic governance. The editors give a thoughtful review of ideas and landmarks in the literature and an organizing framework; the other chapters are a good mixture of theoretical, empirical, and case studies. The whole will significantly advance our understanding of institutions and economic performance.' --- Avinash Dixit, Princeton University, USTable of ContentsContents: 1. Does Economic Governance Matter? New Contributions to the Debate Mehmet Ugur and David Sunderland PART I: GOVERNANCE INSTITUTIONS AND MICRO-LEVEL BEHAVIOUR 2. Governance and Asymmetric Power Korkut Alp Ertürk 3. Norms, Advice Networks and Joint Economic Governance: The Case of Conflicts Among Shareholders at the Commercial Court of Paris Emmanuel Lazega, Lise Mounier and Paola Tubaro 4. Legal versus Reputational Penalties in Deterring Corporate Misconduct Peter-Jan Engelen 5. Strategies of Transnational Companies in the Context of the Governance Systems of Nation-states Grazia Ietto-Gillies PART II: GOVERNANCE INSTITUTIONS AND MACROECONOMIC OUTCOMES 6. The Effects of Convergence in Governance on Capital Accumulation in the Black Sea Economic Cooperation Countries Ahmet Faruk Aysan, Ömer Faruk Baykal and Marie-Ange Véganzonès–Varoudakis 7. Taxes, Foreign Aid and Quality of Governance Institutions José Antonio Alonso, Carlos Garcimartín and Luis Rivas 8. Economic Governance and Full Employment Constantine E. Passaris PART III: THE GOVERNANCE AND REGULATION INTERFACE 9. The Political Economy of Deregulation in the US Gas Distribution Market Vladimir Hlasny 10. Electricity Sector Reforms and the Tariff Review Process in Brazil Cláudio de Araújo Wanderley, John Cullen and Mathew Tsamenyi Index

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Book SynopsisEntrepreneurship and Innovation in Evolving Economies examines the role of law in supporting innovation and entrepreneurship in communities whose economies are in transition.Table of ContentsContents: Foreword Franklin G. Snyder 1. Introduction Megan M. Carpenter 2. State Legislative Efforts to Improve Access to Venture Capital Brian Krumm 3. Of Small Businesses and Entrepreneurs: Toward a Public Policy that Supports New Venture Formation Eric J. Gouvin 4. Transforming Professional Services to Build Regional Innovation Ecosystems Sean M. O’Connor 5. The Strategic Lawyer Shubha Ghosh 6. A Social Justice Perspective on Intellectual Property, Innovation, and Entrepreneurship Steven D. Jamar and Lateef Mtima 7. Contrasts in Innovation: Pittsburgh Then and Now Michael J. Madison 8. IP and Entrepreneurship in an Evolving Economy: A Case Study Michael Risch 9. The Role and Impact of Clinical Programs on Entrepreneurship and Economic Growth Patricia H. Lee 10. The Rule of Law, Privatization, and the Promise of Transborder Licensing Andrea L. Johnson 11. The Making of the Durationator®: An Unexpected Journey into Entrepreneurship Elizabeth Townsend Gard Index

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Book SynopsisThis timely new Handbook reflects on current issues that confront State aid law and policy in the EU.Trade Review'This Research Handbook provides an in-depth exploration of some of the most difficult and controversial issues in current State aid law and policy. It is unusual in providing not only a legal but also an economic and political science perspective on this rapidly developing area of EU law. The Handbook will be a welcome addition to the shelves of State aid practitioners and academics alike.' --Kelyn Bacon, Brick Court Chambers, London, UK'Erika Szyszczak is to be applauded for having assembled a very significant line-up of contributors and contributions in a very well-geared edited collection. . . the reviewer has enjoyed reading this edited collection. . . The book is comprehensive in highlighting the right issues and offering the right mix of high-level/detailed analysis that a complex subject such as State aid requires. As such, this edited collection will certainly be of use to policy-makers, practitioners, and students alike. What is also certain is that it will have a privileged position on my State aid shelf for a long time.' --Luca Rubini, Yearbook of European Law'Erika Szyszczak and the team have come up trumps with a modern comment on state aid and policy. Thank you!' --Phillip Taylor MBE and Elizabeth Taylor, The Barrister MagazineTable of ContentsContents: Preface Erika Szyszczak 1. Modernization of State Aid Policy Thibaut Kleiner 2. State Aid Control from a Political Science Perspective Michael Blauberger 3. State Aid in the Accession States Alexander Birnstiel and Helge Heinrich 4. The Role of Economics in State Aid Analysis and the Balancing Test Lorenzo Coppi 5. The Market Economy Investor: An Economic Role Model for Assessing State Aid James Kavanagh, Gunnar Niels and Simon Pilsbury 6. The Intersection between the Market Economy Investor Principle and the One Time-last Time Principle in the Context of Airline Restructuring Operations Antigoni Lykotrafiti 7. The Great Recession and Other Mishaps: The Commission’s Policy of Restructuring Aid in a Time of Crisis Christian Ahlborn and Daniel Piccinin 8. The Concept of Selectivity? Andreas Bartosch 9. State Aid and Taxation in EU Law Claire Micheau 10. Regional State Aid Maja-Alexandra Dittel and Klaus-Otto Junginger-Dittel 11. State Aid in the Energy Sector Leigh Hancher and Francesco Salerno 12. The Relationship between State Aid and the Single Market Andrea Biondi and Martin Farley 13. Altmark Assessed Erika Szyszczak 14. European Economic Rights and National State Aids Policy in Conflict: The Problem of the Democratic Securing of Welfare Michelle Everson 15. Procedural Aspects of EU State Aid Law and Practice Michael Schütte 16. Judicial Review of Commission Decisions in State Aid Herwig C.H. Hofmann and Alessandro Morini 17. State Aid and the Role of National Courts Paolisa Nebbia 18. State Aid (Subsidies) in International Trade Law Rike Krämer and Markus Krajewski Index

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Book SynopsisThis thought provoking book brings to bear new analyses of the most serious threat post offices have ever faced and raises fundamental questions as to the future of mail.Table of ContentsContents: Preface 1. Non-linear Pricing, Volume Discounts and the USO under Entry Michael A. Crew and Paul R. Kleindorfer 2. Price Differentiation: What is Acceptable for a Universal Service Provider? Richard Eccles 3. Postal Price Regulation in a Competitive Environment Ralf Wojtek and Martin Zauner 4. Failure to Implement the Postal Directive in the EU and EEA: Public and Private Enforcement of State Liability Alessandra Fratini and Mariacristina Bottino 5. Forecasting Letter Volumes: Augmenting Econometric Baseline Projections Vance L. Martin, Chris Paterson and Jessie Xiaokang Wang 6. Uncertainty and Projections of the Demand for Mail Frédérique Fève, Jean-Pierre Florens, Leticia Veruete-McKay, Soterios Soteri and Frank Rodriguez 7. Do Volume Increases and Decreases Have the Same Effect on Labor Hours? Michael D. Bradley, Jeff Colvin and Mary K. Perkins 8. A Panel Data Analysis of Inefficiency and Heterogeneity in the Postal Sector Catherine Cazals, Paul Dudley, Jean-Pierre Florens and Michael Jones 9. Affordability of Postal Services Addressed to Households Claire Borsenberger, Denis Joram and Lise Martin 10. Towards a 21st Century Postal Service John C. Panzar 11. Privatization: Could the Benefits Seen in Other Network Industries be Realized in Postal Industries? Stuart Holder and Helen Smith 12. The Confluence of the Postal Sector with the Internet Economy and Regulation John Hearn 13. Allocating Cost between Universal Services and Services Outside the Scope of Universal Service Heikki Nikali, Kari Elkelä, Pekka Leskinen, Päivi Rokkanen and Peter Karlsson 14. Price-cap Regulation in the Postal Sector: Single versus Multiple Baskets Claire Borsenberger, Sébastien Bréville, Helmuth Cremer, Philippe De Donder and Denis Joram 15. Optimal Pricing of Mail in the Transactional Market and Welfare for the Wider Communications Market Philippe De Donder, Helmuth Cremer, Paul Dudley and Frank Rodriguez 16. A Market Study of Packets and Parcels Services Stephen Gibson and Nancy Race 17. Defending Mail Markets Against New Entrants: An Application of the Defender Model Christian Jaag, Helmut Dietl, Urs Trinkner and Oliver Fürst 18. Liberalization and Postal Workers Henrik B. Okholm and Anna Möller 19. Government Use of the Postal System: An Ignored USO Component Michael J. Ravnitzky and J.P. Klingenberg 20. UPU Terminal Dues: Winners and Losers James I. Campbell Jr., Alex Kalevi Dieke and Martin Zauner 21. On the Use of Reverse Auctions to Designate Universal Postal Service Providers Carlos Costa 22. Priority and Non-Priority Services: Returning to the Origins? Filipa Silva 23. Understanding Consumer Preferences for Paper and Digital Marketing Channels Kari Elkelä 24. Accounting for Behavioral Biases for Non-biased Demand Estimations Meloria Meschi and Carla Pace

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Book SynopsisThis book assesses whether the law relating to directors’ duties and shareholder litigation has contributed to this, taking into account the changes to both that were introduced by the Companies Act 2006.Trade Review‘This book takes us back to the financial crisis and asks: should the directors of the financial institutions that caused the crisis be held responsible to their investors? Loughrey’s and her contributors’ analysis of that question and the suggestions to implement their proposals are insightful and timely. This is a must-read book for those of us who are still trying to determine how to avoid the next financial crisis.’ -- Randall Thomas, Vanderbilt Law School, USTable of ContentsContents: Introduction Joan Loughrey 1. The Director’s Duty of Care and Skill and the Financial Crisis Joan Loughrey 2. The Duty to Promote the Success of the Company: Is it Fit for Purpose in a Post-financial Crisis World? Andrew Keay 3. Narrative Reporting and Enlightened Shareholder Value Under the Companies Act 2006 Charlotte Villiers 4. Think Again: How Good Leaders Can Avoid Bad Decisions Andrew Campbell 5. Shareholder Activism and Litigation Against UK Banks – the Limits of Company Law and the Desperate Resort to Human Rights Claims? Roman Tomasic and Folarin Akinbami 6. Recent Cases on the Winding-up of Hedge Funds on Treasure Islands Robin Hollington 7. An Assessment of the Present State of Statutory Derivative Proceedings Andrew Keay and Joan Loughrey 8. Directors’ Duties and Shareholder Litigation: The Practical Perspective Joan Loughrey Conclusion Joan Loughrey Index

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Book SynopsisA practical guide to addressing the challenges managers face in implementing and enforcing new anti-bribery regulations The Bribery Act became the law of the land in July 2011. It abolished all existing U.K. anti-bribery laws and replaced them with a suite of new regulations decidedly different and more strenuous than what has come before. Under it companies found noncompliant will be open to billions in penalties and remediation costs, and managers will be open to prosecution if anyone associated with their company commits an offence covered by the act. As employees in nearly all departments will share responsibility for ensuring that adequate procedures are in place and enforced, there is a screaming need for practical, jargon-free guidance on the subject. This book fills that need. It arms managers and advisors with the knowledge and tools they need to implement, communicate and test controls and procedures that not only comply with but exceed the new anti-bribery requireTrade Review'This is a great book if you re in business we d go so far to say that this is the only book you ll need to read. When you ve read it. Read it again. And again. And again. (thebribaryact.com, 29th May) a stand out contribution bringing common sense to what could easily become a trudge through the quicksand of bribery legislation a masterclass that helps the reader to grasp both the law and the numerous ways in which it can be broken. (The Times, 31st May 2012)Table of ContentsAbout the Author xiii Acknowledgements xv Bribery Acronyms and Terms, and a Quick Index xvii Introduction 1 1 Timeline 5 2 Who Pays Bribes? 19 3 What Are the Key Sets of Rules that Govern International Bribery? 69 4 Frequently Asked Questions 97 5 How Do I Set Up Proportionate Yet Effective Anti-Bribery Compliance Procedures? 343 6 How Do I Carry Out a Review to Detect and Deter Bribery? 405 7 Cautionary Tales – What Happens If You Get Caught? 433 8 What Are My Predictions for 2012 and Beyond? 455 9 Appendices 483 References 525 Get the Text of the Statutes on Your Smartphone from the Following QR Codes 545 Do I Need to Read this Book (Again)? 547 Index 549

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Book SynopsisThis book is a detailed study of the debtor-creditor relationship, with particular attention to the position of the unsecured creditor. It deals with this relationship from the viewpoint of the remedies available to the creditor, the more positive aspect of the relationship: apart from the statutory device of bankruptcy, debtors’ rights are almost entirely negative in character . In general it is only the creditors who have rights; debtors have the corresponding responsibilities. In these times of "credit-existence" this account is an important source of information for those in the field of law, economy, politics, and business.

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Book SynopsisDeveloped over a period of some six years by teachers of the subject at the University of Toronto’s Faculty of Law, this book provides the first comprehensive and integrated teaching tool for the very basic field of debtor and creditor relations. The carefully designed text considers first the nature of the credit market and the setting in which debtor-creditor relations are formed. It proceeds to examine self-help collection, execution, garnishment, reviewable transactions, and bankruptcy. Other sections consider the rights of various special creditors (including government creditors and mechanics’ lien claimants), and proposals for comprehensive reform of the debt collection process. The authors attempt to deal with law from a national perspective. While considering in detail the statutory provisions relevant to debtor-creditor relations in Ontario, they also treat significant legislation of other provinces and examine the suitability of differing respo

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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 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 SynopsisAny company that does business with consumers will find itself in bankruptcy court at some time during the life of the company. If you are the owner or manager of a business, you know the reality and need to understand how a customer’s bankruptcy case will impact your business. Consumer bankruptcy filings have increased dramatically in the last 10 years. Businesses need to understand the bankruptcy process from the position of a creditor facing a consumer debtor.This book will provide an overview of the most common forms of consumer bankruptcy, including a timeline of events, and the creditor’s interaction with the various parties along the way. We will also go through the forms every creditor will see in a bankruptcy case, and break them down so a business owner can understand what they’re reading. We provide guide points for discussion with the business’s attorney. Also see strategic tips and points for maximizing returns through best business practices. Several different industries are covered, including consumer lenders, vendors, community associations, and landlords.

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Book SynopsisWithin Europe, employment law has grown as a result of regional rather than national legislation. The European Union has been at the fore of developing a comprehensive framework to protect workers from unfair practices and discrimination. In addition to the European Union, the Council of Europe also plays a role in protecting workers. The European Social Charter and the European Convention on Human Rights contain provisions relevant to the employment relationship.This publication will give the U.S. business student an overview of the key laws governing the area of employment in Europe. Here we look at the obligations and regulations surrounding the contract of employment, the laws surrounding equality and nondiscrimination,and the protection for unions and collective bargaining. Comparisons are drawn with American law and regulation at regular intervals to illustrate different practices within Europe and the United States.This book will provide the student with knowledge of the essential elements of European Employment Law in a concise and easy-to-understand manner.

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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 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 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 SynopsisShaping markets through competition and economic regulation is at the heart of addressing the development challenges facing countries in southern Africa. The contributors to Competition Law and Economic Regulation: Addressing Market Power in southern Africa critically assess the efficacy of the competition and economic regulation frameworks, including the impact of a number of the regional competition authorities in a range of sectors throughout southern Africa. Featuring academics as well as practitioners in the field, the book addresses issues common to southern African countries, where markets are small and concentrated, with particularly high barriers to entry, and where the resources to enforce legislation against anti-competitive conduct are limited. What is needed, the contributors argue, is an understanding of competition and regional integration as part of an inclusive growth agenda for Africa.By examining competition and regulation in a single framework, and viewing this within the southern African experience, this volume adds new perspectives to the global competition literature. It is an essential reference tool and will be of great interest to policymakers and regulators, as well as the rapidly growing ecosystem of legal practitioners and economists engaged in the field.Trade ReviewI enthusiastically recommend this book to scholars and practitioners. It reflects a good deal of original empirical work and it makes a great contribution in an undeveloped space."" — Eleanor Fox, Walter Derenberg Professor of Trade Regulation, New York University School of Law""This is a timely and important addition to the competition literature and makes a significant contribution to the development of competition policy in the southern African region and beyond."" — PJ Sutherland, Professor, Law Faculty, Mercantile Law Department, University of StellenboschTable of ContentsAcknowledgementsList of tables, figures and boxesAcronyms and abbreviationsIntroductionThe development of competition and regulation in southern Africa — Jonathan Klaaren, Simon Roberts and Imraan ValodiaCartel Law EnforcementChapter 1 Penalties and settlements for South African cartels: An economic review — Tapera Muzata, Simon Roberts and Thando VilakaziChapter 2 Cartel likelihood, duration and deterrence in South Africa — Ratshidaho MaphwanyaChapter 3 Cartel enforcement in the southern African neighbourhood — Thula KairaIssues in Competition and RegulationChapter 4 Excessive pricing under the spotlight: What is a competitive price? — Reena das Nair and Pamela MondliwaChapter 5 Competition and regulation interface in energy, telecommunications and transport in South Africa — Reena das Nair and Simon RobertsCompetition and Regulation in Reshaping African MarketsChapter 6 How multinational investments in grain trading are reshaping Zambia’s market — Nicholas J. Sitko and Brian ChisangaChapter 7 Competition and incumbency in South Africa’s liquid fuel value chain — Anthea Paelo, Genna Robb and Thando VilakaziChapter 8 South Africa’s renewable energy experience: Inclusive growth lessons — Gaylor Montmasson-Clair and Reena das NairChapter 9 Competition and regulation in Zimbabwe’s emerging mobile payments markets — Genna Robb, Isaac Tausha and Thando VilakaziChapter 10 Evaluating the competitiveness of Zimbabwe’s poultry industry — Tatenda ZengeniConclusionChapter 11 Competition, regional integration and inclusive growth in Africa: A research agenda — Simon Roberts, Thando Vilakazi and Witness SimbanegaviContributor biographiesIndex

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Book SynopsisThis is an important and timely book which makes a really valuable contribution to corporate law scholarship. It brings together for the first time, two crucial aspects of the law in its consideration of the application of corporate governance to firms facing insolvency. In the current environment, this is a book which academics and practitioners alike will find invaluable. Professor Milman is one of Europe's foremost experts in insolvency law and his mastery of the subject is evident in this clear exposition of an important topic. I particularly liked the manner in which Professor Milman fuses theory, law and practice giving the reader the benefit of his own expert insight and experience. His style of writing makes it accessible to all readers.'- Blanaid Clarke, Trinity College Dublin, Ireland'Anglo-American corporate law scholarship focuses obsessively on the governance of large, public corporations. It has little to say about the governance of financially distressed firms and less still to say about the governance of small businesses, even though SMEs are the bedrock of any functioning national or regional economy. In the Governance of Distressed Firms, David Milman, one of the UK's leading and most influential commercial law scholars, redresses the balance. His original and timely book provides a critique of the current legal framework applicable to directors and insolvency practitioners together with a blueprint for reform. Informed by practical and comparative insights, it deserves to be widely read.'- Adrian J. Walters IIT Chicago-Kent College of Law, US'This is a bold and exciting monograph, which breaks new ground in exploring the concept of corporate governance as applied to and within insolvent firms, concentrating mainly on small firms. Intellectually acute, with deep comparative insights, Governance of Distressed Firms also has indisputable practical value, especially given the huge growth in the commitment, by dozens of countries, to business rescue and reorganization. Scholars and practitioners alike will be very indebted to David Milman for this volume.'- Harry Rajak, University of Sussex, UKThis detailed book examines how the law can provide a discrete governance regime for financially distressed firms.The concept of a distressed firm covers businesses that are struggling, but have not yet entered formal insolvency, as well as those businesses that are undergoing a formal insolvency process. With reference primarily to English law, this study encompasses both limited liability companies and limited liability partnerships with a focus on the regulation both of company directors and insolvency practitioners. It offers recommendations for improvements in governance mechanisms and notes that many of the governance shortfalls that occur can be related to the ease of access given to those who wish to trade with the benefit of limited liability.Providing an up to date analysis in a fast evolving area of law, this book will appeal to academics, postgraduate students, practitioners and policy makers.Contents: Preface 1. Introduction to Concepts and Dramatis Personae 2. The Relevance of Corporate Governance Theory and Related Issues 3. Governance in the Twilight Zone 4. Governance Post Formal Insolvency Regime Commencement 5. Comparative and EU Perspectives on the Governance of Distressed Firms 6. Reflections and Reform Bibliography Appendix I: Applicability of Selected Statutory Stewardship Obligations and Enforcement Thereof Appendix II: List of Selected Statements of Insolvency Practice IndexTrade Review‘The corporate governance of companies in financial difficulty is an issue of great importance for the satisfaction in insovlency of the conflicting interests of the various stakeholders. It also raises significant public interest concerns. With analytical skill commensurate with his reputation as a leading corporate law scholar, David Milman has provided a masterly study of this very complex topic that often seems shrouded in mystery to all those outside a narrow circle of insolvency experts. Milman’s book is comprehensive, sheds light in many complex and challenging aspects of distressed company governance, and provides a set of insightful proposals for reform of requisite UK law and practice. Clarity of analysis coupled with originality of approach means that this book will be a major addition to corporate law scholarship.’ -- Emilios Avgouleas, The University of Edinburgh, UK‘This is an important and timely book which makes a really valuable contribution to corporate law scholarship. It brings together for the first time, two crucial aspects of the law in its consideration of the application of corporate governance to firms facing insolvency. In the current environment, this is a book which academics and practitioners alike will find invaluable. Professor Milman is one of Europe’s foremost experts in insolvency law and his mastery of the subject is evident in this clear exposition of an important topic. I particularly liked the manner in which Professor Milman fuses theory, law and practice giving the reader the benefit of his own expert insight and experience. His style of writing makes it accessible to all readers.’ -- Blanaid Clarke, Trinity College Dublin, Ireland‘Anglo-American corporate law scholarship focuses obsessively on the governance of large, public corporations. It has little to say about the governance of financially distressed firms and less still to say about the governance of small businesses, even though SMEs are the bedrock of any functioning national or regional economy. In the Governance of Distressed Firms, David Milman, one of the UK’s leading and most influential commercial law scholars, redresses the balance. His original and timely book provides a critique of the current legal framework applicable to directors and insolvency practitioners together with a blueprint for reform. Informed by practical and comparative insights, it deserves to be widely read.’ -- Adrian J. Walters IIT Chicago-Kent College of Law, US‘This is a bold and exciting monograph, which breaks new ground in exploring the concept of corporate governance as applied to and within insolvent firms, concentrating mainly on small firms. Intellectually acute, with deep comparative insights, Governance of Distressed Firms also has indisputable practical value, especially given the huge growth in the commitment, by dozens of countries, to business rescue and reorganization. Scholars and practitioners alike will be very indebted to David Milman for this volume.’ -- Harry Rajak, University of Sussex, UKTable of ContentsContents: Preface 1. Introduction to Concepts and Dramatis Personae 2. The Relevance of Corporate Governance Theory and Related Issues 3. Governance in the Twilight Zone 4. Governance Post Formal Insolvency Regime Commencement 5. Comparative and EU Perspectives on the Governance of Distressed Firms 6. Reflections and Reform Bibliography Appendix I: Applicability of Selected Statutory Stewardship Obligations and Enforcement Thereof Appendix II: List of Selected Statements of Insolvency Practice Index

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Book SynopsisThis exciting new book embarks on a comparative analysis of competition law and policy in Japan and the EU. It provides a clear and carefully researched exposition of the differences between the relevant rules, systems and underlying ideas of the two jurisdictions, together with the relevant historical backgrounds. The author chooses to discuss the main areas of competition law in these jurisdictions, with particular focus placed on the gaps between the written law and practice, including analysis of thecurrent debates that suggest future directions in competition and policy will aim towards harmonization of both systems. Competition Law and Policy in Japan and EU will strongly appeal to academics, researchers, public enforcers, practitioners, in-house counsel and students.Table of ContentsContents: Preface 1. Introduction 2. Historical Background 3. Legal Structure and Enforcement 4. Cartels and Bid Rigging 5. Vertical Restraints 6. Abuse of Dominance 7. Merger Control 8. Procedure 9. Fining Policy 10. IP and Competition 11. Private Enforcement 12. International Aspects of Competition Law Enforcement 13. Conclusion Bibliography Index

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Book SynopsisBusiness Innovation and the Law analyzes the topical issue of protecting and promoting business research and development. It does so by examining business innovation through the lens of different legal disciplines - intellectual property, labor and employment laws, competition and corporate laws.Evaluating the impact of each of these areas using discipline-specific and industry perspectives, the book also explores questions about whether a more harmonized approach is necessary to provide appropriate protection. Approaches of the common law and civil jurisdictions, particularly the European Union, inform and provide guidance to the analysis of emerging issues in this field. This book provides insights into various approaches taken by both common law and civil law jurisdictions regarding the increasingly blurred line of ownership rights in innovative industries. It traverses various disciplines of law as well as jurisdictions.Using interdisciplinary perspectives to business innovation and inter-jurisdictional comparisons and analysis, this book will appeal to university administrators responsible for intellectual property policy, managers of technology transfer offices in universities, intellectual property lawyers, labor and employment lawyers and competition lawyers.Contributors: R. Bales, N. Byrne, S. Deakin, R. Del Punta, R.C. Dreyfuss, C.T. Driscoll, J. Duns, R. Finkelstein, P. Finn, A. Firth, C.L. Fisk, M. Freedland, R. Greaves, C.M. Hayes, J. Hull, M.-C. Janssens, J.P. Kesan, D. Livingston, A. Mina, C. Molnar, A.L. Monotti, J. Pila, M. Pittard, J. PrasslTable of ContentsContents: Preface PART I: BUSINESS INNOVATION: INTRODUCING THE PERSPECTIVES 1. Perspectives and Themes John Duns, Ann L. Monotti and Marilyn Pittard 2. Failed Collaborations: The Misappropriation of Business Opportunities, Ideas and Advantages by Prospective Co-venturers, Financiers and Brokers Paul Finn PART II: INVENTIONS AND DISCOVERIES IN BUSINESS: INTELLECTUAL PROPERTY PERSPECTIVES 3. Innovation through the Lens of Intellectual Property Law: Rights in Employee Inventions Ann L. Monotti 4. Double or Nothing: Technology Transfer under the Bayh-Dole Act Rochelle Cooper Dreyfuss 5. Establishing Clear Rights in Academic Employee Inventions: Lessons Learnt from University of Western Australia v Gray Ann L. Monotti 6. Professional and Academic Employee Inventions: Looking Beyond the UK Paradigm Justine Pila 7. EU Perspectives on Employees’ Inventions Marie-Christine Janssens PART III: THE EMPLOYMENT AND LABOUR LAW PERSPECTIVE ON PROTECTING BUSINESS RESEARCH AND DEVELOPMENT 8. Innovation through the Lens of Labour and Employment Law Marilyn Pittard 9. Resolving Invention Ownership Disputes: Limitations of the Contract of Employment Mark Freedland and Jeremias Prassl 10. The Innovative Worker: Genius, Accidental Inventor or Thief? Marilyn Pittard 11. Employees’ Inventions and the Employment Contract: A European Union Perspective Riccardo Del Punta 12. US Employment Law Perspectives on the Issue of Who Owns an Employee’s Invention Richard Bales 13. Taking the Long View on Competition and the Mobile Employee: Lessons from the United States History of Efforts to Regulate Employee Innovation and the Mobility of Workplace Knowledge Catherine L. Fisk PART IV: THE COMPETITION LAW PERSPECTIVE ON PROTECTING BUSINESS RESEARCH AND DEVELOPMENT 14. Innovation through the Lens of Competition Law John Duns 15. Legal Protection of Business Research and Development: Can it Harm Competition? Ray Finkelstein 16. Business Innovation and Competition Law: An Australian Perspective John Duns 17. Perspectives from Competition Law Practice Dorothy Livingston 18. EU Competition Law, and Research and Development Agreements Rosa Greaves PART V: DEVICES TO PROTECT BUSINESS RESEARCH AND DEVELOPMENT FROM ‘INTERNAL ATTACK’ 19. Devices at Law to Protect Employers: A Conspectus of Approaches Marilyn Pittard 20. Devices to Restrain Competition and Protect Discoveries and Enforcement: Workplace Policies and Confidentiality Agreements John Hull 21. Devices to Restrain Competition and Protect Discoveries and Enforcement: Confidentiality in the Courts and Europe Alison Firth 22. Devices to Restrain Competition and Protect Confidential Information in Employment – Practical and Legal Aspects: An Australian Perspective Chris Molnar 23. The Law and Policy of Non-compete Clauses in the United States and their Implications Jay P. Kesan and Carol M. Hayes PART VI: PUBLIC SECTOR BUSINESS RESEARCH AND DEVELOPMENT 24. Innovation in Public Sector Research Ann L. Monotti 25. Technology Transfer Law, Policies and Practices at the U.S. National Institutes of Health Claire T. Driscoll 26. Licensing University Intellectual Property: Ownership and Management of Intellectual Property in the United Kingdom Noel Byrne PART VII: CORPORATE GOVERNANCE ISSUES AND INNOVATION 27. Innovation through the Lens of Corporate Governance John Duns 28. Institutions and Innovation: Is Corporate Governance the Missing Link? Simon Deakin and Andrea Mina Index

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Book SynopsisOne might mistakenly think that the long tradition of economic analysis in antitrust law would mean there is little new to say. Yet the field is surprisingly dynamic and changing. The specially commissioned chapters in this landmark volume offer a rigorous analysis of the field's most current and contentious issues. Focusing on those areas of antitrust economics that are most in flux, leading scholars discuss topics such as: mergers that create unilateral effects or eliminate potential competition; whether market definition is necessary; tying, bundled discounts, and loyalty discounts; a new theory of predatory pricing; assessing vertical price-fixing after Leegin; proving horizontal agreements after Twombly; modern analysis of monopsony power; the economics of antitrust enforcement; international antitrust issues; antitrust in regulated industries; the antitrust-patent intersection; and modern methods for measuring antitrust damages. Students and scholars of law and economics, law practitioners, regulators, and economists with an interest in industrial organization and consulting will find this seminal Handbook an essential and informative resource. Contributors: J.B. Baker, R.D. Blair, A. Bradford, N. Economides, A. Edlin, E. Elhauge, D.S. Evans, J.S. Haynes, B. Klein, A.K. Klevorick, I.B. Kohler-Hausmann, J. Kwoka, D. Reitman, D.L. Rubinfeld, H.A. Shelanski, C.J. Sprigman, A.L. WickelgrenTable of ContentsContents: 1. Introduction and Overview to Current Issues in Antitrust Economics Einer Elhauge PART I: MERGERS AND MARKET DEFINITION 2. Research Topics in Unilateral Effects Analysis Jonathan B. Baker and David Reitman 3. Lightening Up on Market Definition David S. Evans 4. Mergers that Eliminate Potential Competition John Kwoka PART II: AGREEMENTS AND UNILATERAL CONDUCT 5. Tying, Bundling, and Loyalty/Requirement Rebates Nicholas Economides 6. Predatory Pricing Aaron Edlin 7. Assessing Resale Price Maintenance After Leegin Benjamin Klein 8. The Plausibility of Twombly: Proving Horizontal Agreements After Twombly Alvin K. Klevorick and Issa B. Kohler-Hausmann 9. Monopsony, Monopsony Power, and Antitrust Policy Roger D. Blair and Jessica S. Haynes PART III: ANTITRUST ENFORCEMENT 10. Issues in Antitrust Enforcement Abraham L. Wickelgren 11. Antitrust Law in Global Markets Anu Bradford 12. Antitrust and Regulation Howard A. Shelanski 13. The Intersection of Patent and Antitrust Law Christopher Jon Sprigman 14. Antitrust Damages Daniel L. Rubinfeld Index

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Book SynopsisRegulatory competition within Europe and internationally, operates in several fields with different outcomes. This book offers a comparative legal and economic analysis of corporate, securities and competition law, exploring the reasons behind such differences.The book's conceptual framework covers the most relevant drivers of competition, including legal actors' incentives, channels of competition and governance design. It shows how the different drivers and institutional designs are shaping competitive interactions, drawing relevant conclusions for both general and field specific regulatory policy.Providing a comparative analysis of regulatory competition in three legal fields, this book will be a valuable resource for researchers and academics in law, economics and political science, as well as policymakers - legislator, regulator, judiciary - at both national and European levels.Contents: Foreword Preface 1. Regulatory Competition: What it is and What Remains to be Explored 2. Regulatory Competition in European Company Law 3. Regulatory Competition in European Securities Law 4. Regulatory Competition in EU Competition Law 5. Regulatory Competition in the Internal Market Bibliography IndexTrade Review'Dr Gabor's book is an important contribution to the academic study of regulatory competition and to the practice of regulation in the European Union. It therefore deserves a wide readership among both academics and practitioners. It will stimulate debate and help in the search for constructive solutions to the challenges facing modern Europe.' --Jonathan Faull, European Commission, Internal Market and Services, College of Europe, Brugge and Institute of European Studies, Vrije Universiteit Brussel, Belgium'Barbara Gabor's masterful overview of regulatory competition issues as they relate to the European Union is a must read; political scientists, economists, and lawyers will find value in this comprehensive and thoughtful work by an able young scholar.' --Daniel Rubinfeld, University of California, Berkeley, USTable of ContentsContents: Foreword Preface 1. Regulatory Competition: What it is and What Remains to be Explored 2. Regulatory Competition in European Company Law 3. Regulatory Competition in European Securities Law 4. Regulatory Competition in EU Competition Law 5. Regulatory Competition in the Internal Market Bibliography Index

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Book SynopsisThe 2008 financial crisis brought increased scrutiny to the ways in which the directors of the world's major financial institutions handle their duties and how they impact investors, shareholders and consumers. In this comprehensive Handbook, leading scholars from around the world explore the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, what liabilities may arise and whose interests directors should consider before embarking on commercial ventures.The Handbook begins with chapters that explore the range of company law developments in several common law countries, with further chapters examining the law in several civil law jurisdictions. The Handbook then looks beyond company law to issues such as the role of directors in fostering corporate social responsibility and directors' duties to consumers. The final chapters consider directors' duties in times of financial turmoil.A comprehensive and ground-breaking book of original scholarly research, the Handbook will be a valuable contribution to the libraries of company law scholars and students, as well as to business people with a professional interest in the topic.Contributors: C. Amatucci, A. Anand, V. Brand, T.A. Gabaldon, M.M. Harner, J.G. Hill, S.H. Goo, M. Jaramillo, D. Klingler, A. Lista, J. MacIntosh, A. Paolini, P. Pais de Vanconcelos, S. WatsonTrade Review‘If you are professionally involved in, or merely interested in the financial services industry and its collective stance on such issues as social responsibility as well as profit, you should really acquire this absorbing, carefully researched and very timely book.’ -- The Barrister MagazineTable of ContentsContents: Preface PART I: DIRECTORS’ DUTIES IN THE COMMON LAW LEGAL SYSTEM 1. Evolving Director’s Duties in the Common Law World Jennifer G. Hill 2. Directors' Duties in Canada: Paintings in a Stream? Jeff Mackintosh 3. Directors’ Duties in the UK Andrea Lista 4. Almost Codified almost 20 years on: The Effect of the Companies Act 1993 on the Development of Directors’ Duties in New Zealand Susan Watson PART II: DIRECTORS’ DUTIES IN OTHER JURISDICTIONS 5. Directors’ Duties in Italy Carlo Amatucci 6. Director’s Duties in China Marcos Jamaramillo 7. A Brief Note on Directors’ Duties of Care and Loyalty in Portugal Pedro Pais de Vanconcelos PART III: DIRECTORS’ DUTIES BEYOND COMPANY LAW 8. The Limits of Directors' Duties in Fostering Corporate Social Responsibility and the Idea of a Multi-stakeholder Board S. H. Goo and D. Klingler 9. In Loco Parentis: Directorial Duties to Consumers Theresa A. Gabaldon 10. Connections between Ethics and Directors’ Duties in Australia Vivienne Brand PART IV: DIRECTORS’ DUTIES IN TIMES OF FINANCIAL TURMOIL 11. Navigating Financial Turbulence: Directors’ Duties in the Face of Insolvency Michelle M. Harner 12. Non-executive Directors in Financial Institutions: A Demanding Standard of Care Adolfo Paolini 13. The Relationship between Investors and Corporations after the Financial Crises Anita Anand Index

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Book SynopsisIn this Research Handbook, today's leading experts on the law and economics of corporate bankruptcy address fundamental issues such as the efficiency of bankruptcy, the role and treatment of creditors - particularly secured creditors - in the bankruptcy process, the allocation of going-concern surplus among claimants, the desirability of liquidation in the absence of such surplus, the role of contract in bankruptcy resolution, the role of derivatives in the bankruptcy process, the costs of the bankruptcy system, and the special case of financial institutions, among other topics. Chapters trace the historical path of both law and policy analysis, with a focus on how the bankruptcy process serves underlying policy objectives. Proposals to reform corporate bankruptcy are presented. Research Handbook on Corporate Bankruptcy Law includes policy analysis by both lawyers and economists and is thus an invaluable resource to law scholars and students interested in the economic analysis of corporate bankruptcy law, as well as to economics and business scholars and students studying the law of corporate bankruptcy. These pages will prove equally valuable to lawmakers and judges who are interested in policy analysis of corporate bankruptcy. Contributors include: K. Ayotte, D.G. Baird, A.J. Casey, T.H. Jackson, M.B. Jacoby, E.J. Janger, S.J. Lubben, E.R. Morrison, J.A.E. Pottow, R.K. Rasmussen, M.J. Roe, A. Schwartz, M. Simkovic, D. Skeel, R. Squire, G. Triantis, M.J. White, T.J. ZywickiTrade Review‘Readable and guiding contributions concerning fundamental issues of large group corporate bankruptcies. In Europe, the book will prove equally valuable to lawmakers and scholars with an affection for law and economics policy analysis of the theme.’ -- Bob Wessels, Professor Emeritus of International Insolvency Law, Leiden University, the Netherlands and Expert Advisor on Insolvency and Restructuring Law of the European CommissionTable of ContentsContents: Foreword Douglas G. Baird Introduction Barry E. Adler 1. Bankruptcy’s Logic and Limits in the 21st Century: Some Thoughts on Chapter 11’s Evolution and Future Thomas H. Jackson 2. The End of Bankruptcy Revisited Robert K. Rasmussen 3. Bankruptcy Sales Melissa B. Jacoby and Edward J. Janger 4. The New Synthesis of Bank Regulation and Bankruptcy in the Dodd-Frank Era David Skeel 5. Derivatives and Repos in Bankruptcy Mark J. Roe 6. Distress-Triggered Liabilities and the Agency Costs of Debt Richard Squire 7. On the Mandatory Stay of Secured Creditors in Bankruptcy Kenneth Ayotte 8. Debtor-in-Possession Financing in Bankruptcy George G. Triantis 9. Beyond Options Anthony J. Casey and Edward R. Morrison 10. The Treatment of Secured Credit in Bankruptcy: A Unified Model Michell J. White 11. Making Fraudulent Transfer Law More Predictable Michael Simkovic 12. The Costs of Corporate Bankruptcy: How Little We Know Stephen J. Lubben 13. The Chrysler and General Motors Bankruptcies Todd J. Zywicki 14. Cross-Border Corporate Insolvency in the Era of Soft(ish) Law John A. E. Pottow 15. Bankruptcy Related Contracting and Bankruptcy Functions Alan Schwartz Index

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Book SynopsisThe very foundation of the economy is changing. Across the United States, primary and secondary sector industries are no longer as viable as they once were - because the particular businesses are no longer profitable, because the underlying resources are no longer as plentiful or desirable, or because human activity is not essential to various aspects of an industry's operations. As economies evolve from traditional industrial resources, such as mining and manufacturing, to 'new' resources, such as information and content, innovation and entrepreneurship are key. Entrepreneurship and Innovation in Evolving Economies examines the role of law in supporting innovation and entrepreneurship in communities whose economies are in transition. It contains a collection of works from different perspectives and tackles tough questions regarding policy and practice, including how support for entrepreneurship can be translated into policy. Additionally, this collection addresses more concrete questions of practical efficacy, including measures of how successful or unsuccessful legal efforts to incentivize entrepreneurship may be, through intellectual property law and otherwise, and what might define success to begin with. Expertly researched and widely accessible, Entrepreneurship and Innovation in Evolving Economies will appeal especially to students and scholars of innovation, law, and entrepreneurship. Contributors: M.M. Carpenter, S. Ghosh, E.J. Gouvin, S.D. Jamar, A.L. Johnson, B. Krumm, P.H. Lee, M.J. Madison, L. Mtima, S.M. O'Connor, M. Risch, F.G. Snyder, E. Townsend GardTable of ContentsContents: Foreword Franklin G. Snyder 1. Introduction Megan M. Carpenter 2. State Legislative Efforts to Improve Access to Venture Capital Brian Krumm 3. Of Small Businesses and Entrepreneurs: Toward a Public Policy that Supports New Venture Formation Eric J. Gouvin 4. Transforming Professional Services to Build Regional Innovation Ecosystems Sean M. O’Connor 5. The Strategic Lawyer Shubha Ghosh 6. A Social Justice Perspective on Intellectual Property, Innovation, and Entrepreneurship Steven D. Jamar and Lateef Mtima 7. Contrasts in Innovation: Pittsburgh Then and Now Michael J. Madison 8. IP and Entrepreneurship in an Evolving Economy: A Case Study Michael Risch 9. The Role and Impact of Clinical Programs on Entrepreneurship and Economic Growth Patricia H. Lee 10. The Rule of Law, Privatization, and the Promise of Transborder Licensing Andrea L. Johnson 11. The Making of the Durationator®: An Unexpected Journey into Entrepreneurship Elizabeth Townsend Gard Index

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Book SynopsisThis book considers how a regulatory enforcement policy should be designed to efficiently induce proactive corporate compliance.It first explores two major schools of thought regarding law enforcement, both the deterrence and cooperative approaches, and shows that neither of these represents an optimal regulatory enforcement paradigm from a social welfare perspective. It provides a critical analysis of recent developments in US Federal corporate liability regimes, and proposes a generic framework that better tailors sanction schemes and monitoring systems to regulatee performance. The proposed framework efficiently induces corporate proactive compliance, while maintaining an optimal level of deterrence.This insightful book will appeal to academics in law and economics, behavioral economics, criminology, and business, as well as to practitioners and policymakers.Contents: Prologue: The President Coolidge 1. Introduction Part I: Major Schools of Thought Regarding Law Enforcement 2. Deterrence-based Regulatory Enforcement 3. Cooperative Enforcement 4. The Reconciliation of Deterrence-based and Cooperative Enforcement Part II: Corporate Liability and the Incentive Apparatus for Corporate Proactive Compliance 5. Corporate Liability and Compliance Management Systems 6. Corporate Liability Regimes: A Law and Economics Analysis Part III: Corporate Monitors: Can 'Swords' Turn Into 'Shields'? 7. Corporate Monitors: The Emerging Framework of Deferred Prosecution Agreements 8. Corporate Monitors: Facilitating an Efficient Targeted Monitoring System 9. Concluding Remarks Bibliography IndexTrade ReviewHow to induce corporate compliance with regulations? Harsh punishments will cause companies to disguise violations, and mild punishments will cause companies to report their violations and make weak efforts to avoid them. In this book, Sharon Oded canvasses the history of thinking about corporate compliance, and he proposes his own candidate for the best law. This is a sophisticated account of legal incentives that will repay any reader interested in corporate compliance. --Robert Cooter, University of California, BerkeleyThe effective control of corporate misconduct is a vital but elusive task for regulators, given the complexity of organisation structures and the need to find the right balance between deterrent- and cooperative-based enforcement policies. In this powerful and comprehensive study, Sharon Oded argues for combining different approaches and boldly advocates, in particular, the use of third-party independent corporate monitoring firms to implement self-policing strategies. This will be essential reading for those involved in the theory or practice of regulatory corporate enforcement. --Anthony Ogus, University of Manchester, UK and University of Rotterdam, The NetherlandsTable of ContentsContents: Prologue: The President Coolidge 1. Introduction Part I: Major Schools of Thought Regarding Law Enforcement 2. Deterrence-based Regulatory Enforcement 3. Cooperative Enforcement 4. The Reconciliation of Deterrence-based and Cooperative Enforcement Part II: Corporate Liability and the Incentive Apparatus for Corporate Proactive Compliance 5. Corporate Liability and Compliance Management Systems 6. Corporate Liability Regimes: A Law and Economics Analysis Part III: Corporate Monitors: Can ‘Swords’ Turn Into ‘Shields’? 7. Corporate Monitors: The Emerging Framework of Deferred Prosecution Agreements 8. Corporate Monitors: Facilitating an Efficient Targeted Monitoring System 9. Concluding Remarks Bibliography Index

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Book SynopsisStandardization under EU Competition Rules and US Antitrust Laws is a comprehensive and detailed legal analysis of standard-setting procedure and the regulation of standard essential patents. It deals with the competition law aspects of competitors' collaboration to create technical standards, as well as the contentious antitrust issues regarding access to standards and standard essential patents.The book shows that there is a clear difference between how standardization is scrutinized and judged in the two jurisdictions. In general, US courts use intellectual property law to address access to standard essential patents, while European courts utilize antitrust rules. Both avenues hold their specific benefits and disadvantages. However, the dichotomy between the tools used in the two jurisdictions also, according to the author, mirror a more fundamental change in attitude to central notions and values such as property, fairness, equity, public interest and competition.Offering in-depth analysis of the case law currently being written in courtrooms all over the world under the so-called 'patent war', the book puts forward a new method for applying competition law to standards and standard-setting - in both its collusive and monopolistic aspects - that will be of special interest to students, academics and practitioners.Contents: 1. R&D Collaborations, Technology Standardization Agreements and Patent Pools - Antitrust Problems or Efficient Solutions to Antitrust Problems? 2. The Proliferation of IP Rights and the Rise of Standards 3. The Governance and Institutional Structure of SSOs 4. The Regulation of Standardization Agreements and Adjoining Collaborations 5. Patent Pools 6. Unilateral Conduct under Standards 7. Comparative Analysis and Critique 8. Conclusion Bibliography IndexTrade Review‘This book is a comprehensive analysis of standard-setting procedure and the regulation of standard-essential patents. Standardization under EU Competition Rules and US Antitrust Laws is made up of eight highly readable sections.’ -- Athanase Popov, General Court of the European UnionTable of ContentsContents: 1. R&D Collaborations, Technology Standardization Agreements and Patent Pools – Antitrust Problems or Efficient Solutions to Antitrust Problems? 2. The Proliferation of IP Rights and the Rise of Standards 3. The Governance and Institutional Structure of SSOs 4. The Regulation of Standardization Agreements and Adjoining Collaborations 5. Patent Pools 6. Unilateral Conduct under Standards 7. Comparative Analysis and Critique 8. Conclusion Bibliography Index

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Book SynopsisPrinciples of Law and Economics, Third Edition provides a comprehensive yet accessible guide to the field of law and economics. With its focus on principles, and use of illustrative examples, this is the ideal introduction for law students, with or without prior knowledge of economics. The textbook focuses largely on the economics of core areas in common law: property, contract and tort, with additional chapters on criminal law, procedural matters and family law. This updated third edition also includes a chapter on the economics of corporate law that addresses the key issues surrounding the nature of the firm and the incentives attached to corporate legal structures. Key features include:? Clear and succinct language used throughout with limited use of jargon or specialist terms An educational design which is accessible for use by students of law and economics alike? Economic analysis and legal principles treated in a self-contained manner for ease of reference? Legal cases summarized for the benefit of highlighting relevant economic issues ? A focus on the common law, including comparative references to civil law? Review questions at the end of each chapter to encourage further analysis and debate around key topics. The clear and non-technical approach to the subject matter makes this a perfect text for law students, or indeed for students in economics or business studies who are studying law and economics for the first time.Trade Review'Why should law learn from economics and why should economics learn from Law? The new book by Professor Antony Dnes gives the answer. By exploring the standard areas of the law (property, contract, tort, crime, litigation and legal process, family, corporations) with rigorous economic tools and a blend of accessible language and illustrative examples, the book encourages the reader to learn, understand and think about the field of law and economics. Whether looking for a first immersion into this legal methodology or just searching for new applications, all will benefit from the author's clear writing and deep knowledge of the literature. Lawyers, economists, social scientists and policymakers should make this their turn-to book.' --Nuno Garoupa, Texas A&M University, School of Law, US'This book provides a well-structured introduction into the economic analysis of law, which is easily accessible for lawyers and social scientists. The new section of economic aspects of corporate law is a very valuable amendment in particular for management students.' --Roland Kirstein, Otto-von-Guericke-University Magdeburg, Germany and German Law and Economics AssociationTable of ContentsContents: 1. Introduction 2. Property Rights 3. Conflicts over Property Rights 4. Contract Formation and Evolution 5. Breach of Contract 6. Economics of Torts 7. Economics of Crime 8. Litigation and Legal Procedure 9. Economics of Family Law 10. Economic Aspects of Corporate Law Cases, Statutes, and References Index

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Book SynopsisIn most capital markets, insider trading is the most common violation of securities law. It is also the most well known, inspiring countless movie plots and attracting scholars with a broad range of backgrounds and interests, from pure legal doctrine to empirical analysis to complex economic theory. This volume brings together original cutting-edge research in these and other areas written by leading experts in insider trading law and economics.The Handbook begins with a section devoted to legal issues surrounding the US's ban on insider trading, which is one of the oldest and most energetically enforced in the world. Using this section as a foundation, contributors go on to discuss several specific court cases as well as important developments in empirical research on the subject. The Handbook concludes with a section devoted to international perspectives, providing insight into insider trading laws in China, Japan, Australia, New Zealand, the United Kingdom and the European Union.This timely and comprehensive volume will appeal to students and professors of law and economics, as well as scholars, researchers and practitioners with an interest in insider trading.Contributors: K. Alexander, S.M. Bainbridge, L.N. Beny, S.F. Diamond, J. Fisch, J.M. Heminway, M.T. Henderson, N.C. Howson, H. Huang, K. Kendall, S.H. Kim, T.A. Lambert, K. Langenbucher, D.C. Langevoort, H.G. Manne, M. Nelemans, A. Padilla, A.C. Pritchard, J.M. Ramseyer, M.C. Schouten, H.N. Seyhun, A.F. Simpson, J.W. Verret, G. WalkerTable of ContentsContents: 1. An Overview of Insider Trading Law and Policy: An Introduction to the Research Handbook on Insider Trading Stephen M. Bainbridge PART I: US LAW AND POLICY 2. Launching the Insider Trading Revolution: SEC v. Capital Gains Research Bureau A.C. Pritchard 3. What were they Thinking? Insider Trading and the Scienter Requirement Donald C. Langevoort 4. Entrepreneurship, Compensation, and the Corporation Henry G. Manne 5. Regulating Insider Trading in the Post-Fiduciary Duty Era: Equal Access or Property Rights? Stephen M. Bainbridge 6. The Facebook Effect: Secondary Markets and Insider Trading in Today’s Startup Environment Stephen F. Diamond 7. Regulation FD: An Alternative Approach to Addressing Information Asymmetry Jill Fisch 8. Decision Theory and the Case for an Optional Disclosure-based Regime for Regulating Insider Trading Thomas A. Lambert PART II: STUDIES OF SPECIFIC DEFENDANTS 9. Applying Insider Trading Law to Congressmen, Government Officials, and the Political Intelligence Industry J.W. Verret 10. What Governmental Insider Trading Teaches us About Corporate Insider Trading Sung Hui Kim 11. A Portrait of the Insider Trader as a Woman Joan MacLeod Heminway PART III: EMPIRICAL RESEARCH 12. Has Illegal Insider Trading Become More Rampant in the United States? Empirical Evidence from Takeovers Laura Nyantung Beny and H. Nejat Seyhun 13. The Changing Demand for Insider Trading Regulation M. Todd Henderson 14. Insider Trading: What is Seen and What is Not Seen Alexandre Padilla 15. The Political Economy of Insider Trading Laws and Enforcement: Law vs. Politics? International Evidence Laura Nyantung Beny PART IV. GLOBAL PERSPECTIVES Section A. Asia 16. The Regulation of Insider Trading in China: Law and Enforcement Hui Huang 17. Punishing Possession–China’s All-Embracing Insider Trading Enforcement Regime Nicholas Calcina Howson 18. Insider Trading Regulation in Japan J. Mark Ramseyer Section B. Australasia 19. Insider Trading in Australia Keith Kendall and Gordon Walker 20. Insider Trading Law in New Zealand Gordon Walker and Andrew F. Simpson Section C. Europe 21. UK Insider Dealing and Market Abuse Law: Strengthening Regulatory Law to Combat Market Misconduct Kern Alexander 22. Insider Trading in European Law Katja Langenbucher 23. Takeover Bids and Insider Trading Matthijs Nelemans and Michael Schouten Index

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Book SynopsisThe business and human rights field is burgeoning, and this volume makes a significant contribution by drawing business law scholars into related debates. Rich in empirical detail, individual chapters analyze the challenges faced both at the firm-level and from the perspective of affected stakeholders across a range of sectors and issue areas. Highly recommended.'- Shareen Hertel, University of Connecticut, USMultinational corporations have the potential to bring economic and social benefits to emerging economies, but also social and political upheaval that can suppress fundamental human rights. This book synthesizes views from multinational corporations and civil society groups to find areas of common ground and raise issues of future potential conflict.The authors draw on their academic specializations in business and law to examine important human rights questions from legal, ethical, and business perspectives. The first part of the book focuses on the role of the multinational corporation in respecting human rights. It follows with an examination of the rights of vulnerable stakeholders and their erosion via direct or indirect corporate activity. Integrating John Ruggie's 'Protect, Respect, and Remedy' framework and the UN's 'Guiding Principles of Business and Human Rights', this book expands upon initial dialogue on the role of business in international human rights at this vital moment in history.Law, Business and Human Rights provides unity in a broad range of issues from a variety of perspectives that should interest scholars, teachers, students, and practitioners alike.Contributors: R.C. Bird, N. Bishara, D.R. Cahoy, L.J. Dhooge, D. Hess, J.S. Hiller, S.S. Hiller, R. Mares,K. McGarry, D. Orozco, M.A. Pagnattaro, S.K. Park, L.Pierre-Louis, J.D. PrenkertTrade Review‘The business and human rights field is burgeoning, and this volume makes a significant contribution by drawing business law scholars into related debates. Rich in empirical detail, individual chapters analyze the challenges faced both at the firm-level and from the perspective of affected stakeholders across a range of sectors and issue areas. Highly recommended.’ -- Shareen Hertel, University of Connecticut, USTable of ContentsContents Preface Human Rights and Business at the Indeterminate Crossroads Robert Bird Part I: THE ROLE OF FIRMS IN RESPECTING HUMAN RIGHTS 1. “Respect” Human Rights: Concept and Convergence Radu Mares 2. Human rights reporting as self-interest: The integrative and expressive dimensions of corporate disclosure Stephen Kim Park 3. Human rights and a corporation’s duty to combat corruption Norman Bishara & David Hess 4. The first amendment, compelled speech, and disclosure regulations Lucien J. Dhooge 5. A co-opetition approach to business, human rights organizations, and due diligence Janine S. Hiller & Shannon S. Hiller Part II THE HUMAN RIGHTS OF AFFECTED STAKEHOLDERS 6. Labor rights are human rights: Sustainability initiatives and trade policy Marisa Anne Pagnattaro 7. The human rights-related aspects of indigenous knowledge in the context of common law equitable doctrines and the Kiobel decision David Orozco, Kevin McGarry, & Lydie Pierre-Louis 8. Conflict minerals and polycentric governance of business and human rights Jamie Darin Prenkert 9. Feeding the world beyond 2050: A coordinated approach to preserving agricultural innovations and the human right to food Daniel R. Cahoy Index

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Book SynopsisThe most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.'- Jesse Fried, Harvard Law School, US'The Research Handbook on Shareholder Power offers a state-of-the-art collection of original essays on the most profound development in corporate governance in recent decades: the growth of shareholder power as against managerial dominance. From the 1960s through at least the mid-1980s one would hear only cries bemoaning shareholder vulnerability. Managers were in control. Today it is at least as common to hear complaints by managers that they are being persecuted by activist shareholders. The reader of the Handbook will come away with an acute understanding of how and why this happened, and how all this reverberates in countries.'- Donald C. Langevoort, Georgetown University, US'Edward Elgar's Research Handbook on Shareholder Power is an excellent collection of essays by leading scholars in the fields of corporate law and corporate governance. Professors Hill and Thomas are to be commended for delivering this valuable and timely volume on a fascinating and crucial topic.'- Brian Cheffins, University of Cambridge, UKMuch of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commissioned contributions by leading scholars in corporate law and financial economics provide a contemporary analysis of shareholder power and consider the regulatory consequences of changing ownership patterns around the world.The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.Students and scholars of corporate law will value the Handbook's timely exploration of modern shareholder power as well as its fresh perspective and scope.Contributors: S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. ZeinTrade Review‘The most pressing challenge in corporate governance today is figuring out how to modulate the power given to public investors. Too little is harmful, but so is too much. Finding the sweet spot is very tricky. This Research Handbook makes the quest a little easier. It collects in one place a set of thoughtful and provocative essays, authored by leading academic experts from around the world, on a range of topics related to corporate governance and the power of shareholders. Very highly recommended.’ -- Jesse Fried, Harvard Law School, US‘The Research Handbook on Shareholder Power offers a state-of-the-art collection of original essays on the most profound development in corporate governance in recent decades: the growth of shareholder power as against managerial dominance. From the 1960s through at least the mid-1980s one would hear only cries bemoaning shareholder vulnerability. Managers were in control. Today it is at least as common to hear complaints by managers that they are being persecuted by activist shareholders. The reader of the Handbook will come away with an acute understanding of how and why this happened, and how all this reverberates in countries.’ -- Donald C. Langevoort, Georgetown University, US‘Edward Elgar’s Research Handbook on Shareholder Power is an excellent collection of essays by leading scholars in the fields of corporate law and corporate governance. Professors Hill and Thomas are to be commended for delivering this valuable and timely volume on a fascinating and crucial topic.’ -- Brian Cheffins, University of Cambridge, UK‘Overall, this is an excellent high-quality book that engages and challenges us to look at these issues in our own jurisdictions and beyond. It is a valuable addition to all our libraries.’ -- International Company and Commercial Law ReviewTable of ContentsContents: PART I SHAREHOLDER POWER – THEN AND NOW 1. Shareholder Power In America, 1800-2000: A Short History Harwell Wells 2. Agency Capitalism: Further Implications of Equity Intermediation Ronald J. Gilson and Jeffrey N. Gordon 3. Images of the Shareholder – Shareholder Power and Shareholder Powerlessness Jennifer G. Hill PART II IMPORTANT SHAREHOLDER CATEGORIES A. Institutional Investors 4. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance John C. Coates IV B. Hedge Funds 5. US Hedge Fund Activism Frank Partnoy 6. Hedge Fund Activism In Europe: Does Privacy Matter? Marco Becht, Julian Franks and Jeremy Grant C. Controlling Shareholders 7. Ownership and Control in Family Business Groups Around The World Ronald W. Masulis, Peter Kien Pham and Jason Zein 8. The Leximetric Research on Shareholder Protection Mathias M. Siems D. The State As Controlling Shareholder 9. Shareholder Rights In China: From Book to Action Li Guo and Gilbert Heng PART III OWNERSHIP AND GOVERNANCE: THE EVOLVING RELATIONSHIP BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS 10. Conceiving Corporate Commitment: Creation and Confirmation Colin Mayer 11. Preserving Director Primacy by Managing Shareholder Interventions Stephen M. Bainbridge 12. Boards of Directors and Corporate Performance Under a Team Production Model Margaret M. Blair 13. Independent Directors and Controlling Shareholders Around The World Guido Ferrarini and Marilena Filippelli PART IV SHAREHOLDER POWER IN ACTION 14. Serial Takeovers, Large Shareholders, and CEOs’ Equity-based Compensation Elena Pikulina and Luc Renneboog 15. Say On Pay Fabrizio Ferri 16. Whose Law Is It?: Battling Over Turf in Shareholder Litigation James D. Cox PART V INTERNATIONAL PERSPECTIVES ON SHAREHOLDER POWER A. Europe 17. Shareholders in the United Kingdom Paul Davies 18. Institutional Investor Activism in a Context of Concentrated Ownership and High Private Benefits of Control: The Case of Italy Massimo Belcredi and Luca Enriques 19. Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG Wolf-Georg Ringe B. USA and South America 20. The Power of Shareholders in the United States Robert B. Thompson 21. The Theory and Practice of Corporate Voting at US Public Companies Randall S. Thomas and Paul H. Edelman 22. Corporate Control and Governance After a Decade From “Novo Mercado”: Changes in Ownership Structures and Shareholder Power in Brazil Érica Gorga C. Asia 23. Multiple Faces of Shareholder Power in Asia: Complexity Revealed Dan W. Puchniak 24. Dynamics of Shareholder Power in Korea Kon Sik Kim 25. The Future of Japanese Corporate Governance: Japan’s Internal Governance and Development of Japanese-Style External Governance Through Engagement Takaaki Eguchi and Zenichi Shishido 26. Shareholder Empowerment in Controlled Companies: The Case of Singapore Luh Luh Lan and Umakanth Varottil 27. Shareholder Power in India George S. Geis Index

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Book SynopsisThis collection, edited by a leading authority, presents key literature published in the last 30 years discussing the topic of whistleblowing law. The papers analyze the contours of the field, including perspectives from which to examine whistleblower laws, the issues arising in the implementation of these laws and the character of global whistleblower laws. These seminal works also provide an introduction to a number of disputed issues and an examination of two areas of recent interest, including national security whistleblowers and financial incentives. Along with an original introduction by the editor, this two-volume set will be an invaluable source of reference for students, academics and practitioners interested in this area.Trade Review‘How should the law handle ostensible whistleblowers? And how, if at all, should the answer differ in the national security context versus other contexts, in private versus public realms, or for government employees versus government contractors? These questions are as timely as they are difficult and important. In Whistleblowing Law, Professor Robert G. Vaughn, himself a leader in the field, assembles a formidable group of experts to address them.’ -- Heidi Kitrosser, University of Minnesota, USTable of ContentsContents: Volume I Introduction Robert G. Vaughn PART I LEGAL FRAMEWORKS A Open Government/Market Regulation 1. Terry Morehead Dworkin (2002), ‘Whistleblowing, MNCs, and Peace’, Vanderbilt Journal of Transnational Law, 35, 457–86 2. A.J. Brown, Wim Vandekerckhove and Suelette Dreyfus (2014), ‘The Relationship between Transparency, Whistleblowing, and Public Trust’, in Padideh Ala’i and Robert G. Vaughn (eds), Research Handbook on Transparency, Chapter 2, Cheltenham, UK and Northampton, MA: Edward Elgar Publishing, 30–58 B Human Rights 3. Thomas Devine (1999), ‘The Whistleblower Protection Act of 1989: Foundation for the Modern Law of Employment Dissent’, Administrative Law Review, 51 (2), Spring, 531–79 4. Nancy M. Modesitt (2012), ‘The Garcetti Virus’, University of Cincinnati Law Review, 80 (1), 161–208 5. Frederick A. Elliston (1982), ‘Civil Disobedience and Whistleblowing: A Comparative Appraisal of Two Forms of Dissent’, Journal of Business Ethics, 1 (1), February, 23–28 6. Brian Martin (1999), ‘Whistleblowing and Nonviolence’, Peace and Change: A Journal of Peace Research, 24 (1), January, 15–28 C Employment/Labour Law 7. Richard Moberly (2010), ‘The Supreme Court’s Antiretaliation Principle’, Case Western Review Law Review, 61 (2), 375–452 D Perspectives 8. Robert G. Vaughn (2012), ‘Perspectives’, in The Successes and Failures of Whistleblower Laws, Chapter 15, Cheltenham, UK and Northampton, MA: Edward Elgar Publishing, 286–308 PART II ENFORCEMENT AND APPLICATION OF WHISTLEBLOWER LAWS 9. Thomas M. Devine and Donald G. Aplin (1986), ‘Abuse of Authority: The Office of Special Counsel and Whistleblower Protection’, Antioch Law Review, 4, 5–71 10. Richard E. Moberly (2007), ‘Unfulfilled Expectations: An Empirical Analysis of Why Sarbanes-Oxley Whistleblowers Rarely Win’, William and Mary Law Review, 44, 65–155 11. Nancy M. Modesitt (2013), ‘Why Whistleblowers Lose: An Empirical and Qualitative Analysis of State Court Cases’, Kansas Law Review, 62 (1), October, 165–94 PART III GLOBAL WHISTLEBLOWER LAWS A National Laws 12. David Lewis (2008), ‘Ten Years of Public Interest Disclosure Legislation in the UK: Are Whistleblowers Adequately Protected?’, Journal of Business Ethics, 82 (2), October, 497–507 13. Elleta Sangrey Callahan, Terry Morehead Dworkin and David Lewis (2004), ‘Australian, U.K., and U.S. Approaches to Disclosure in the Public Interest’, Virginia Journal of International Law, 44 (3), 879–912 14. Leon Wolff (2004), ‘New Whistleblower Protection Laws for Japan’, Journal of Japanese Law, 17, 209–13 15. David Lewis and Tina Uys (2007), ‘Protecting Whistleblowers at Work: A Comparison of the Impact of British and South African Legislation’, Managerial Law, 49 (3), 76–92 B History/Culture 16. William De Maria (2006), ‘Common Law–Common Mistakes?: Protecting Whistleblowers in Australia, New Zealand, South Africa and the United Kingdom’, International Journal of Public Sector Management, 19 (7), 643¬–58 17. Donald C. Dowling, Jr. (2008), ‘Sarbanes-Oxley Whistleblower Hotlines Across Europe: Directions Through the Maze’, International Lawyer, 42 (1), Spring, 1–57 18. Heungsik Park, John Blenkinsopp, M. Kemal Okten and Ugur Omurgonulsen (2008), ‘Cultural Orientation and Attitudes Toward Different Forms of Whistleblowing: A Comparison of South Korea, Turkey and the U.K.’, Journal of Business Ethics, 82 (4), November, 929–39 C International Organizations 19. Robert G. Vaughn, Thomas Devine and Keith Henderson (2003), ‘The Whistleblower Statute Prepared for the Organization of American States and the Global Legal Revolution Protecting Whistleblowers’, George Washington International Law Review, 35, 857–902 Index Volume II Contents: An introduction to both volumes by the editor appears in Volume I PART I DISPUTED ISSUES A Anonymity 1. Frederick A. Elliston (1982), ‘Anonymity and Whistleblowing’, Journal of Business Ethics, 1 (3), August, 167–77 B Ethics 2. Kathleen Clark (2007), ‘Government Lawyers and Confidentiality Norms’, Washington University Law Review, 85, 1033–99 C Internal Disclosures 3. Richard E. Moberly (2006), ‘Sarbanes-Oxley Structural Model to Encourage Corporate Whistleblowers’, Brigham Young University Law Review, 2006 (5), 1107–80 4. Jonathan Brock (1999), ‘Full and Fair Resolution of Whistleblower Issues: The Hanford Joint Council for Resolving Employee Concerns, A Pilot ADR Approach’, Administrative Law Review, 51 (2), Spring, 497–529 PART II CONTINUING CONTROVERSIES A National Security Whistleblowers 5. Kathleen Clark (2010), ‘The Architecture of Accountability: A Case Study of the Warrantless Surveillance Program’, Brigham Young University Law Review, 2010 (2), 357–419 6. Louis Fisher (2008), ‘Extraordinary Rendition: The Price of Secrecy’, American University Law Review, 57, 1405–51 7. Stephen I. Vladeck (2011), ‘The Espionage Act and National Security Whistleblowing After Garcetti’, American University Law Review, 57, 1531–46 8. Jesselyn Radack and Kathleen McClellan (2011), ‘The Criminalization of Whistleblowing’, Labor and Employment Law Forum, 2 (1), 57–77 9. Richard Moberly (2012), ‘Whistleblowers and the Obama Presidency: The National Security Dilemma’, Employee Rights and Employment Policy Journal, 16 (1), 51–141 B Financial Incentives 10. Elletta Sangrey Callahan and Terry Morehead Dworkin (1992), ‘Do Good and Get Rich: Financial Incentives for Whistleblowing and the False Claims Act’, Villanova Law Review, 37 (2), 273–336 11. Marsha J. Ferziger and Daniel G. Currell (1999), ‘Snitching for Dollars: The Economics and Public Policy of Federal Civil Bounty Programs’, University of Illinois Law Review, 1999 (4), 1141–208 12. William E. Kovacic (1996), ‘Whistleblower Bounty Lawsuits as Monitoring Devices in Government Contracting’, Loyola of Los Angeles Law Review, 29, 1799–857 13. Aaron S. Kesselheim, David M. Studdert and Michelle M. Mello (2010), ‘Whistle-Blowers’ Experience in Fraud Litigation against Pharmaceutical Companies’, New England Journal of Medicine, 362 (19), May, 1832–39 14. Yuval Feldman and Orly Lobel (2010), ‘The Incentive Matrix: The Comparative Effectiveness of Rewards, Liabilities, Duties, and Protections for Reporting Illegality’, Texas Law Review, 88 (6), May, 1151–211 PART III RESEARCH IN THE SOCIAL SCIENCES AND THE HUMANITIES 15. David Lewis, A.J. Brown and Richard Moberly (2014), ‘Whistleblowing, Its Importance and the State of the Research’, in A.J. Brown, David Lewis, Richard Moberly and Wim Vandekerckhove (eds), International Handbook on Whistleblowing Research, Chapter 1, Cheltenham, UK and Northampton, MA: Edward Elgar Publishing, 1–34 Index

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Book SynopsisWang Jiang Yu approaches corporate law from a development and political economic perspective, while also giving a detailed analysis of what the law is. Better analyses of US corporate law have studied agency problems and strategically viable responses within the firm, while good studies of EU company law have also factored in questions of harmonization and regulatory arbitrage among jurisdictions. Wang provides us with what might become the leading paradigm for studies on Chinese corporate law: an understanding of how Western corporation forms have been employed and adjusted in China to meet the development agenda of the Chinese government and how this law is evolving in response to the state of the Chinese economy and the periodically adjusted positions of government planners'- David Donald, Professor, Faculty of Law, The Chinese University of Hong KongThis accessible book offers a comprehensive and critical introduction to the law on business organizations in the People's Republic of China. The coverage focuses on the 2005-adopted PRC Company Law and the most recent legislative and regulatory developments in the company law landscape in China. The book covers a wide range of topics including the definitions of companies as compared with other forms of business organizations, incorporation, shareholders rights and legal remedies, corporate governance (including the fiduciary and other duties and liabilities of directors, supervisors and managers), corporate finance (including capital and shares offering), fundamental corporate changes (including mergers & acquisitions, and takeovers), and corporate liquidation and bankruptcy. In addition to presenting strong doctrinal analysis, the author also considers China's unique social, political and economic contexts.Contents: 1. An Overview of the Company Law Regime In China 2. Types of Companies in the Diverse World of Business Organizations in China 3. Corporate Legal Personality and Limited Liability 4. Formation of Companies and the Rules of Capital Maintenance 5. Shareholders and their Rights 6. The General Corporate Governance and Management Structure 7. Fiduciary Duties of the Directors, Supervisors and Management Executives 8. Shareholder Litigation 9. Offering and Trading of Shares in Joint Stock Limited Companies 10. Financial Affairs, Accounting and Profit Distribution 11. Mergers, Acquisitions, and Takeovers 12. Corporate Liquidation and Bankruptcy IndexTrade Review'Company Law in China: Regulation of Business Organizations in a Socialist Market Economy provides a comprehensive introduction to the law on business organizations in China, considering the 2005 adaptation of PRC Company Law and he latest legislative developments in the country. ... Packed with details on corporate liquidation, bankruptcy, corporate finance and governance, and the latest regulations and business practices...' -- The Midwest Book Review‘Written with clarity and erudition, this newly published book from Edward Elgar should prove an invaluable work of reference for practitioners, academics and certainly investors interested in, or wishing to enhance their understanding of Chinese law – company law in particular. . . Meticulously footnoted, the book also provides a no less than seventeen-page bibliography at the back, of references in English, plus an extensive index. What a boon to researchers in Chinese law! ’ -- Phillip Taylor MBE and Elizabeth Taylor, The Barrister Magazine‘Wang Jiang Yu approaches corporate law from a development and political economic perspective, while also giving a detailed analysis of what the law is. Better analyses of US corporate law have studied agency problems and strategically viable responses within the firm, while good studies of EU company law have also factored in questions of harmonization and regulatory arbitrage among jurisdictions. Wang provides us with what might become the leading paradigm for studies on Chinese corporate law: an understanding of how Western corporation forms have been employed and adjusted in China to meet the development agenda of the Chinese government and how this law is evolving in response to the state of the Chinese economy and the periodically adjusted positions of government planners’ -- David Donald, Professor, Faculty of Law, The Chinese University of Hong KongTable of ContentsContents: 1. An Overview of the Company Law Regime In China 2. Types of Companies in the Diverse World of Business Organizations in China 3. Corporate Legal Personality and Limited Liability 4. Formation of Companies and the Rules of Capital Maintenance 5. Shareholders and their Rights 6. The General Corporate Governance and Management Structure 7. Fiduciary Duties of the Directors, Supervisors and Management Executives 8. Shareholder Litigation 9. Offering and Trading of Shares in Joint Stock Limited Companies 10. Financial Affairs, Accounting and Profit Distribution 11. Mergers, Acquisitions, and Takeovers 12. Corporate Liquidation and Bankruptcy Index

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Book SynopsisThe 2008 financial crisis brought increased scrutiny to the ways in which the directors of the world's major financial institutions handle their duties and how they impact investors, shareholders and consumers. In this comprehensive Handbook, leading scholars from around the world explore the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, what liabilities may arise and whose interests directors should consider before embarking on commercial ventures.The Handbook begins with chapters that explore the range of company law developments in several common law countries, with further chapters examining the law in several civil law jurisdictions. The Handbook then looks beyond company law to issues such as the role of directors in fostering corporate social responsibility and directors' duties to consumers. The final chapters consider directors' duties in times of financial turmoil.A comprehensive and ground-breaking book of original scholarly research, the Handbook will be a valuable contribution to the libraries of company law scholars and students, as well as to business people with a professional interest in the topic.Contributors: C. Amatucci, A. Anand, V. Brand, T.A. Gabaldon, M.M. Harner, J.G. Hill, S.H. Goo, M. Jaramillo, D. Klingler, A. Lista, J. MacIntosh, A. Paolini, P. Pais de Vanconcelos, S. WatsonTrade Review‘If you are professionally involved in, or merely interested in the financial services industry and its collective stance on such issues as social responsibility as well as profit, you should really acquire this absorbing, carefully researched and very timely book.’ -- The Barrister MagazineTable of ContentsContents: Preface PART I: DIRECTORS’ DUTIES IN THE COMMON LAW LEGAL SYSTEM 1. Evolving Director’s Duties in the Common Law World Jennifer G. Hill 2. Directors' Duties in Canada: Paintings in a Stream? Jeff Mackintosh 3. Directors’ Duties in the UK Andrea Lista 4. Almost Codified almost 20 years on: The Effect of the Companies Act 1993 on the Development of Directors’ Duties in New Zealand Susan Watson PART II: DIRECTORS’ DUTIES IN OTHER JURISDICTIONS 5. Directors’ Duties in Italy Carlo Amatucci 6. Director’s Duties in China Marcos Jamaramillo 7. A Brief Note on Directors’ Duties of Care and Loyalty in Portugal Pedro Pais de Vanconcelos PART III: DIRECTORS’ DUTIES BEYOND COMPANY LAW 8. The Limits of Directors' Duties in Fostering Corporate Social Responsibility and the Idea of a Multi-stakeholder Board S. H. Goo and D. Klingler 9. In Loco Parentis: Directorial Duties to Consumers Theresa A. Gabaldon 10. Connections between Ethics and Directors’ Duties in Australia Vivienne Brand PART IV: DIRECTORS’ DUTIES IN TIMES OF FINANCIAL TURMOIL 11. Navigating Financial Turbulence: Directors’ Duties in the Face of Insolvency Michelle M. Harner 12. Non-executive Directors in Financial Institutions: A Demanding Standard of Care Adolfo Paolini 13. The Relationship between Investors and Corporations after the Financial Crises Anita Anand Index

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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

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Book SynopsisPrinciples of Law and Economics, Third Edition provides a comprehensive yet accessible guide to the field of law and economics. With its focus on principles, and use of illustrative examples, this is the ideal introduction for law students, with or without prior knowledge of economics. The textbook focuses largely on the economics of core areas in common law: property, contract and tort, with additional chapters on criminal law, procedural matters and family law. This updated third edition also includes a chapter on the economics of corporate law that addresses the key issues surrounding the nature of the firm and the incentives attached to corporate legal structures. Key features include:? Clear and succinct language used throughout with limited use of jargon or specialist terms An educational design which is accessible for use by students of law and economics alike? Economic analysis and legal principles treated in a self-contained manner for ease of reference? Legal cases summarized for the benefit of highlighting relevant economic issues ? A focus on the common law, including comparative references to civil law? Review questions at the end of each chapter to encourage further analysis and debate around key topics. The clear and non-technical approach to the subject matter makes this a perfect text for law students, or indeed for students in economics or business studies who are studying law and economics for the first time.Trade Review'Why should law learn from economics and why should economics learn from Law? The new book by Professor Antony Dnes gives the answer. By exploring the standard areas of the law (property, contract, tort, crime, litigation and legal process, family, corporations) with rigorous economic tools and a blend of accessible language and illustrative examples, the book encourages the reader to learn, understand and think about the field of law and economics. Whether looking for a first immersion into this legal methodology or just searching for new applications, all will benefit from the author's clear writing and deep knowledge of the literature. Lawyers, economists, social scientists and policymakers should make this their turn-to book.' --Nuno Garoupa, Texas A&M University, School of Law, US'This book provides a well-structured introduction into the economic analysis of law, which is easily accessible for lawyers and social scientists. The new section of economic aspects of corporate law is a very valuable amendment in particular for management students.' --Roland Kirstein, Otto-von-Guericke-University Magdeburg, Germany and German Law and Economics AssociationTable of ContentsContents: 1. Introduction 2. Property Rights 3. Conflicts over Property Rights 4. Contract Formation and Evolution 5. Breach of Contract 6. Economics of Torts 7. Economics of Crime 8. Litigation and Legal Procedure 9. Economics of Family Law 10. Economic Aspects of Corporate Law Cases, Statutes, and References Index

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Book SynopsisThis discerning and detailed Research Handbook examines the law of trademarks, unfair competition, and dilution from a variety of law and economics perspectives. With a comprehensive exploration of trademarks and trademark law, it provides an excellent illustration of the analytical diversity that the law and economics approach can bring to legal issues.The Research Handbook investigates the law and economics of trademark enforcement and of alternative enforcement mechanisms. With chapters exploring the strengths, weaknesses, and insights of law and economics as applied to trademark law generally, this Research Handbook revisits and expands some of the leading law and economics analyses of trademark law. Chapters also include a series of case studies that examine the law and economics of trademark protection in specific industries or through specific trademark doctrine.Meticulously written by internationally renowned experts in the field, this Research Handbook will prove to be a useful resource for academics interested in law, business, and marketing. Trademark law professionals and practitioners will also find this to be a beneficial read.Table of ContentsContents: Introduction to the Research Handbook on the Law and Economics of Trademark Law 1 Glynn S. Lunney, Jr. PART I CONCEPTUAL FRAMEWORKS 1 An introduction to the law and economics of trademarks 5 Glynn S. Lunney, Jr. 2 The economic foundations of European dilution law 37 Ilanah Fhima 3 Trademarks and supply chains: the costs and benefits of organisational flexibility 59 Andrew Griffiths 4 Do trademarks reduce search costs in the age of information? 92 Christine Haight Farley PART II LEGAL AND ALTERNATIVE ENFORCEMENT MECHANISMS 5 Administrative revocation in trademark law 122 Saurabh Vishnubhakat 6 Revisiting the viability of shaming trademark bullies 140 Leah Chan Grinvald 7 “It’s how you made us feel”: consumer investment theory explains the toppling of racist brands 153 Deborah R. Gerhardt PART III CASE STUDIES 8 Cultural heritage branding: societal costs and benefits 177 Martin Senftleben 9 Trademark theory in an antitrust case: FTC v. 1-800 Contacts 193 Rebecca Tushnet 10 Collegiality costs: trademark scarcity and craft beer’s politeness problem 213 Zahr Said 11 Fanmarks 248 Betsy Rosenblatt 12 Trade dress functionality: complex trade-offs between various types of economic efficiency 280 Apostolos G. Chronopoulos 13 Informational capacity, regulation, and certification marks 307 David A. Simon 14 Trademarks, trade dress, and the patient costs of pharmaceutical branding 343 Sam F. Halabi 15 The comparative law and economics of counterfeits and post-sale confusion 363 Peter K. Yu PART IV REMEDIES 16 The disgorgement remedy of US trademark law 387 Pamela Samuelson and Mark P. Gergen 17 The path of the trademark injunction 403 Jake Linford Index 432

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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

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Book SynopsisThis book explores questions of transnational private legal theory in the context of the external dimension of EU private law. The interaction between existing theories of transnational ordering and the external reach of European Regulatory Private Law is articulated through the examination of what are found to be the three major proxies of transnational private ordering: private standards, contracts and codes. Chapters survey the absence of jurisdictional restrictions in the transnational space and how the EU is arguably shaping transnational private governance to pursue regulatory aims. These regulatory endeavours span not only institutional structures and substantive rules but also the values that inform them. Leading contributors provide insights into a broad range of transnational governance considerations, from the standardization of the internet and contracts in energy exchanges to private food safety standards. The Role of the EU in Transnational Legal Ordering will be of interest to students and scholars working in the areas of EU law, regulatory law, international law, transnational governance, and private law. EU law practitioners and policy-makers will also find the analysis of key elements of EU regulation beneficial. Contributors include: C. Busch, M. Cantero Gamito, L. de Almeida, T. Juutilainen, A. Marcacci, M. Mataija, H.-W. Micklitz, M. Paz de la C. de los Mozos, K. Pijl, G. Spindler, R. Vallejo, R. van Gestel, P. van Lochem, P. Verbruggen, B. WarwasTrade Review'The book fills an important gap between the literature on EU external relations and the literature on transitional (private) law as well as global administrative law. The book is certainly a very recommended read: for public and private law researchers with an interest in standardization on EU and global level; for scholars that work in the blurring borderline of public law and private regulation; and to practitioners working in the respective fields covered in the book chapters who may find it is of value to them.' -- Sabrina Röttger-Wirtz, Review of European Administrative Law'This fascinating book breaks important new ground in exploring the private mechanisms of transnational legal ordering through contracts, standards, and codes. It shows the major role played by the European Union, even given the serious internal challenges the EU faces.' --Gregory Shaffer, Georgetown University Law Center, US'The private dimension of the EU's external governance is a topic that is important yet under-explored. This book brings a rich set of diverse contributions under a unified conceptual framework, advancing a conversation that anyone interested in global governance, transnational legal order, or the EU's global role will find highly valuable.' --Anu Bradford, Columbia Law School, USTable of ContentsContents: PART I INTRODUCTION: THE CONCEPTUAL DIMENSION 1 The role of the EU in the transnational governance of standards, contracts and codes 2 Marta Cantero Gamito PART II THE ROLE OF THE EU IN THE TRANSNATIONAL GOVERNANCE OF STANDARDS, CONTRACTS AND CODES 2 Private standards as a replacement for public lawmaking? 27 Rob van Gestel and Peter van Lochem 3 Private food safety standards, private law and the EU: exploring the linkages in constitutionalization 54 Paul Verbruggen 4 EU rules and values, transnational legal ordering, and international arbitration 80 Barbara Warwas 5 The standardization of the internet and the international harmonization of ecommerce 100 Gerald Spindler 6 Self-regulation and regulatory intermediation in the platform economy 115 Christoph Busch 7 Private standard setting in the TBT Agreement: control and recognition 135 Mislav Mataija 8 Standardization of standard contracts: fairness in EU energy exchanges 155 Lucila de Almeida 9 EU Securitisation Regulation: legal ordering in symbiosis with transnational bodies 180 Teemu Juutilainen 10 Standardizing intrafirm processes worldwide: product governance between IOSCO and the EU 200 Antonio Marcacci 11 SME inclusion: codes of conduct in the food supply chain 221 María Paz de la Cuesta de los Mozos 12 The Dutch Banking Agreement on Human Rights: a blueprint for EU governance? 239 Kinanya Pijl PART III CONCLUSIONS: THE NORMATIVE DIMENSION 13 Voyaging through standards, contracts, and codes: the transnational quest of European regulatory private law 265 Rodrigo Vallejo 14 Epilogue: the role of the EU in the external reach of regulatory private law – gentle civiliser or neoliberal hegemon? 299 Hans-W. Micklitz Index 322

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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.This important Advanced Introduction considers the multiple ways in which law and entrepreneurship intertwine. Shubha Ghosh expertly explores key areas defining the field, including lawyering, innovation policy, intellectual property and economics and finance, to enhance both legal and pedagogical concepts.Key features include: a survey of critical scholarly articles in the field of law and entrepreneurship analysis of challenges to legal professions in the new technological environment traces the roots of law and entrepreneurship to scholarly study of intellectual property. This Advanced Introduction will be a useful resource for scholars and instructors in law and business schools who teach courses on innovation and entrepreneurship. Students at both undergraduate and postgraduate levels will also appreciate the insights provided into the basic concepts, methods and future research directions.Table of ContentsContents: 1. Concepts 2. Lawyering and entrepreneurship 3. Social entrepreneurship 4. Intellectual property law and entrepreneurship 5. Entrepreneurship and innovation policy 6. Economics, markets and entrepreneurship 7. Finance and entrepreneurship 8. Future directions Selected bibliography Index

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