Company law Books

Book SynopsisCompany Law captures the dynamism of the subject and provides adept, comprehensive coverage. Brenda Hannigan provides extensive insight into the principles and doctrine of company law, engaging with corporate structures, governance, finance, and liquidation, alongside an in-depth exploration of key primary sources.Clearly written and well-structured - the perfect companion for the company law student Attention is paid across all topics to the European dimension of company law, providing valuable context Includes a detailed review of the key issues in shareholder remedies including the derivative claim and its relationship with the famous rule in Foss v HarbottleAlso available as an e-book with functionality, navigation features, and links that offer extra learning supportNew to this EditionBarclay-Watt v Alpha Panareti Public Ltd; Lifestyle Equities CV v AhmedDnaNudge Ltd v Ventura Capital GP Ltd; Re Compound Photonics Group LtdManchester Bulding Society v Grant Thornton LLP; AssetCo p

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Book SynopsisRoutledge Q&As give you the tools to practice and refine your exam technique, showing you how to apply your knowledge to maximum effect in assessment. Each book contains essay and problem-based questions on the most commonly examined topics, complete with expert guidance and model answers that help you to:Plan your revision and know what examiners are looking for: Introducing how best to approach revision in each subject Identifying and explaining the main elements of each question, and providing marker annotation to show how examiners will read your answer Understand and remember the law: Using memorable diagram overviews for each answer to demonstrate how the law fits together and how best to structure your answer Gain marks and understand areas of debate Providing revision tips and advice to help you aim higher in essays and exams HighligTable of ContentsIntroduction 1. Formation of Companies and Consequences of Incorporation 2. The Company and Insiders 3. The Company and Outsiders 4. Directors 5. Shareholders and their Rights 6. Share Capital 7. Loan Capital 8. Administering the Company and Corporate Insolvency

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Book SynopsisAn authoritative and practical guide to business ethics, written in an accessible question-and-answer formatIn today''s turbulent business climate, business ethics are more important than ever. Surveys of employees show that misconduct is on the rise. Cover stories reporting indictments, prosecutions, and penalties imposed for unethical business conduct appear almost daily. Legislatures pass requirements elevating the levels of punishment and their enforcement against corporations and individuals. Organizations face pressure to design and implement effective ethics and compliance programs. As a result, businesses and businesspeople are increasingly worried that their conduct might cross lines that put their wealth and reputations at risk. Business Ethics: What Everyone Needs to Know explains what those lines are, how not to cross them, and what to do when they are crossed. Written for both businesspeople facing real-life dilemmas and students studying ethical questions, this succinct Trade ReviewNelson and Stout have written a readable and eminently usable book that answers the questions that real business people—whether they are organizational leaders or middle managers or entry employees—wonder and even worry about. What's more, their answers are informed and supported by research but presented in a directly applicable manner. Most importantly, their responses are in themselves 'tools' and 'scripts' for those of us who want to behave in accordance with our best values. And the research presented here clarifies that this is most of us. * Mary C. Gentile, author of Giving Voice To Values: How To Speak Your Mind When You Know What's Right, and Creative Director of Giving Voice to Values *This is a well-written book for anyone interested in corporations and their conduct. It's an excellent resource for students and faculty. * Timothy Fort, Eveleigh Professor of Business Ethics, Kelley School of Business *When two prominent legal scholars put their personal stamp on the issue now galvanizing the planet, how ethics fits in with modern business, it is time to pay attention. * Thomas Donaldson, Mark O. Winkelman Professor, Wharton School, University of Pennsylvania *What do we owe—if anything—to those we do business with? Business Ethics: What Everyone Needs to Know provides pragmatic answers to tough questions, drawing on legal requirements, professional standards, and classical philosophy. It should be your go-to-guide, especially in these rapidly changing and often competitive times. * Michael Wheeler, Emeritus Chaired Professor of Management Practice, Harvard Business School *This book by J. Nelson and L. Stout exhibits several virtues. First, it is accessible even to those not yet acquainted with the subject matter. It is disgraceful that intellectuals writing on business ethics tend to adopt a language that lay intelligent people cannot follow. Second, the book does not defend, in a aprioristic manner, one position over others. Rather, it clarifies pros and cons of the main theses on the subject in a balanced and fair way. Finally, this book comes out at a time characterized by the emergence of problems such as environmental degradation, pandemics, the explosion of income and wealth inequalities, problems that cannot be solved without the active intervention of businesses. Whence the great relevance of an ethical approach capable of directing their behaviour toward the common good. * Stefano Zamagni, Professor of Economics, University of Bologna and SAIS Europe of the Johns Hopkins University *This book contains extremely useful, science-based guidance as to how we can act more ethically and effectively influence others in our organizations to do the same. * Robert Prentice, McCombs School of Business, University of Texas at Austin *This comprehensive and accessible book, brings to the table everything one needs to know about business ethics. It addresses all the major questions and reviews in a highly clear way the relevant legal and management literatures. A fantastic achievement for Prof. J.S. Nelson and the late Prof. Lynn Stout. * Yuval Feldman, author of The Law of Good People, and Faculty of Law, Bar-Ilan University *This is a wonderful book that finally provides comprehensive guidance on how to understand and respond to business ethics challenges today. The current state of business ethics is placed firmly in historical context, and the writing is sharp and free of the jargon that dominates this field. * Alison Taylor, Executive Director, Ethical Systems, NYU Stern School of Business *An invaluable resource concerning business ethics. The chapters on compliance systems are particularly useful. * Gideon Mark, University of Maryland Smith School of Business *The book focusses on what are the most important concepts and tools for businesspeople and compliance professionals to comprehend well. It address what to do, how to do it and why to do it. It is an excellent book and important not only for businesspeople and students, but for Compliance Professionals: We see them all the time stuck in legal and paper-program issues. They more than all others should read it (and will love it). * Matthias Kleinhempel, Head of the Center for Governance & Transparency, IAE Business School *Business Ethics is a timely yet evergreen resource for students and business leaders. Nelson and Stout bring together decades of academic research and literature in this clear and practical guide on ethical behavior and dilemmas in modern business. * Elizabeth Pollman, Professor of Law and Co-Director of Institute for Law and Economics, University of Pennsylvania Carey Law School *There is no doubt in my mind that this information will be useful to students and business people and that it is not discussed enough. * Art Hinshaw, Clinical Professor of Law, Sandra Day O'Connor College of Law, Arizona State University *An outstanding introduction to business ethics, including individual ethical decision making, leading ethical organizations, and the related legal issues. Each chapter covers an essential topic in business ethics and is organized around the key questions for that topic. This user-friendly format is valuable for the first-time reader and for returning to the book for advice in the future. This introduction to business ethics should be of value to everyone from business students to corporate leaders. The reader will become fully informed on the key managerial and legal issues related to ethics, compliance, and corporate social responsibility. * David Hess, Professor of Busines Law and Business Ethics, Ross School of Business, University of Michigan *Table of ContentsChapter 1: An Overview of Business Ethics Chapter 2: The Benefts of Acting Ethically Chapter 3: Moral Philosophical Bases for Business Ethics Chapter 4: What Does Science Tell Us About Ethical Behavior? Chapter 5: Legal Foundations for Business Ethics Chapter 6: Understanding Corporations, LLCs, and Other Legal "Persons" Chapter 7: The Corporation as an Ethical "Person" in Modern Society Chapter 8: The Costs of Acting Ethically Chapter 9: Major Ethical Traps in Modern Business Chapter 10: Negotiations Chapter 11: Specific Liability Questions and Whistleblowing Options Chapter 12: Special Issues of Ethics in Leadership Chapter 13: How to Institute Best Practices Chapter 14: How to Respond to Investigations and Protect Your Reputation Chapter 15: Additional Resources and People You Can Reach Out To Notes References Index

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Book Synopsis As documented in a number of case studies (from Telia Telecom in Sweden to Wirecard in Germany) in this book, recidivism seems to be of a substantial magnitude in corporate crime. Corporations tend to repeat white-collar offenses such as financial crime and environmental crime in various forms as long as they find it convenient. A minor fine from time to time and dismissal of some executives as scapegoats do not prevent corporations from committing and concealing new offenses as long as there is a convenient financial motive, a convenient organizational opportunity, and a convenient willingness for deviant behavior. Businesses and their executives tend to be recidivists who get away with light punishment in most jurisdictions. The relevant audiences for this book include law students, business students, sociology students, and criminology students. Fraud examiners, defense attorneys, compliance officers, police investigators, as well as prosecutors can find the structural model of convenience to be an ideal template in preparing corporate crime case narratives.

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Book SynopsisSealy & Worthington's Text, Cases, & Materials in Company Law is well-established as one of the foremost texts in its field. Vital extracts are supplemented by sophisticated commentary and well-chosen notes and questions, taking into account the most recent developments in the field.Table of Contents1: The company and its incorporation 2: Corporate personality and limited liability 3: Corporate activity and legal liability 4: Shareholders as an organ of the company 5: The board of directors as an organ of the company 6: Corporate governance 7: Directors' duties 8: Remedies for maladministration of the company 9: Company auditors 10: Shares 11: Raising equity capital from shareholders 12: Distributions to shareholders and capital maintenance 13: Raising debt capital: borrowing, debentures and charges 14: Public disclosure, market regulation and public investigations of companies 15: Reconstructions, mergers and takeovers 16: Rescue and insolvency procedures

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Book SynopsisCorporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that seek to give holders different claims on the firm''s assets. Recent scholarship in this area has highlighted the critical importance of the legal environment in explaining the choices that companies make about their capital structure. This book combines company law, capital markets law, and aspects of commercial and insolvency law to give readers a detailed understanding of the legal and regulatory issues relating to corporate finance. Informed by insights from theoretical and empirical work, the book examines from a legal perspective the key elements of corporate financing structures and capital markets in the UK. The authors'' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured underst

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Book SynopsisMayson, French & Ryan on Company Law is the ideal companion for students looking for a comprehensive and straightforward account of company law. With hallmark clarity, this new edition continues the tradition of providing accurate technical detail, examination of theory and quotations from key cases.The content has been streamlined with modern company law courses in mind and presented in numerous helpful features .Consistently praised for thorough yet accessible handling of the law, Mayson, French & Ryan on Company Law has positioned itself as the go-to company la w text for the modern student.Digital formats and resourcesThe thirty-eighth edition is available for students and institutions to purchase in a variety of formats, and is supported by online resources. The e-book offers a mobile experience and convenient access along with functionality tools, navigation features and links that offer extra learning support: www.oxfordtextbooks.co.uk/ebooks This edition is also accompanied bTrade ReviewIt is easy to consult, and at the same time it has a sufficient level of in depth analysis for both undergraduate and postgraduate students approaching this topic * Dr Ding Chen, University of Sheffield *It is, without doubt, my favourite company law textbook...comprehensive, up-to-date and accessible * Dr Sabine Hassler, UWE, Bristol Law School *Table of ContentsPart One: Introduction 1: Overview 2: Who makes company law and what is it for? Part Two: Establishment 3: Registration 4: Articles of association 5: Corporate personality Part Three: Finance 6: Shares 7: Offering shares to the public 8: Share transfer 9: Control of a company 10: Distributions and maintenance of capital 11: Borrowing and security 12: Market abuse Part Four: Governance 13: Corporate governance 14: Members 15: Directors 16: Directors' duties 17: Company officers, secretary and auditor 18: Remedies for maladministration 19: Acting for a company: agency and attribution Part Five: Insolvency and liquidation 20: Company insolvency and liquidation Part Six: Additional Chapters A: Transparency B: Accounts and reports C: Marketable loans D: Other legal forms of business

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a huge range and FREE tracked UK delivery on ALL orders.

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a huge range and FREE tracked UK delivery on ALL orders.

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Book SynopsisPrivate trust companies play an increasingly important role in the wealth structures of many ultra-wealthy families, offering a high degree of control and flexibility in the administration of a family’s trusts and the management of trust assets. Featuring chapters written by leading practitioners from firms including Appleby, McDermott, Will & Emery and Squire Patton Boggs, this edition fully explores the legal, regulatory and practical dimensions of forming and operating a private trust company. The relevant law in prime jurisdictions including Bermuda, the Cayman Islands, Hong Kong, Jersey and key US states is thoroughly examined. In addition, content shines a light on organisational and operational issues such as designing a private trust company’s ownership structure, implementing proper internal controls, outsourcing services and working with professional advisers. Important matters like coordinating with the family office, communicating with family, protecting privacy and handling disputes involving private trust companies are also tackled. This second edition features: a new chapter covering Guernsey; regulatory developments in the Cayman Islands; tax law changes in Hong Kong; legislative developments in Wyoming and other US states; recent cases relevant to private trust companies; discovery disputes involving private trust companies; and developments concerning beneficial ownership disclosure requirements in the United States and Europe. This handbook is a comprehensive resource for lawyers, accountants, family office executives and others who advise families on private trust companies.Table of ContentsIntroduction 7 Todd D Mayo Wealth structuring strategist Part I. Design and operation of private trust companies Considerations when forming a private trust company 11 Todd D Mayo Wealth structuring strategist Ownership and governance structures 33 Vanessa Schrum Appleby (Bermuda) Limited Kathryn von Matthiessen Katten Muchin Rosenman LLP Coordinating with the family office 45 Sara Schroter Michelle L Wolfe Meritus Trust Company Limited Facilitating essential communication with family members 67 Babetta von Albertini Institute for Family Governance Helping hands: utilising service providers 89 Ryan M Harding Garden Trust Company Jonathan W Motto McDermott Will & Emery LLP Internal controls 109 Elise J McGee McDermott Will & Emery LLP Beneficial ownership registers: the balance between transparency and privacy 123 Paolo Panico Private Trustees SA Teton Trust Company LLC US tax and regulatory considerations 143 Osvaldo Garcia JP Morgan Private Bank Sasha Grinberg Cadwalader, Wickersham & Taft LLP Dorothy Mehta Fried, Frank, Harris, Shriver & Jacobson LLP William S Schaaf Cadwalader, Wickersham & Taft LLP Disputes involving private trust companies 171 Nicholas Holland Joseph J Viviano McDermott Will & Emery LLP Part II. Non-US jurisdictions Bermuda 191 Ashley Fife Keith Robinson Carey Olsen Bermuda Limited British Virgin Islands 201 Fraser Allister Andrew Miller Bedell Cristin Cayman Islands 211 Fraser Allister Andrew Miller Bedell Cristin Guernsey 221 Joanna Caen Natasha Kapp Carey Olsen (Guernsey) LLP Hong Kong 231 Patricia Woo Squire Patton Boggs Jersey 241 Robert Dobbyn Carey Olsen Jersey LLP Sevyn Kalsi Bedell Cristin Jersey Partnership Part III. US jurisdictions Florida 255 Christopher W Boyett Nichole D Scott John L Stansbury Holland & Knight Nevada 267 Thomas M Cota Jason Nomsen Matthew Tobin SDTC Services of Nevada LLC New Hampshire 281 Steven M Burke Patrick O Collins McLane Middleton Todd D Mayo Wealth structuring strategist South Dakota 325 James Paladino South Dakota Planning Company Matthew Tobin South Dakota Trust Company LLC Tennessee 343 John M Bunge Aaron B Flinn Jill C Mastroianni Holland & Knight (formerly with Waller Lansden Dortch & Davis) Wyoming 355 Christopher M Reimer Amy M Staehr Long Reimer Winegar LLP About the authors 365 About Globe Law and Business 379

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Book SynopsisThis innovative book provides non-native English speakers with the English language skills necessary to carry out their legal studies and professional activities effectively. It focuses specifically on the legal language required in two major areas of law central to international business law, drawing on examples from English, American and European legal materials. Fully class-tested, it employs an interactive methodology widely accepted in English language teaching.Table of ContentsIntroduction; English for Contracts; The Birth of a Contract; The Life of a Contract; The Death of a Contract; English for Company Law; The Birth of a Company; The Life of a Company; The Death of a Company; Description of Cases; Glossary of Legal Terms

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Book Synopsis• An accessible and concise resource that introduces non-specialist students to the key concepts and principles of business law, providing a non-technical alternative to the currently available heavyweight texts • To increase engagement and understanding, the examples used throughout the book are drawn from scenarios that are familiar to students in their everyday life • The author has extensive experience of teaching large cohorts of non-specialist students, many of whom are from overseas. Intended as an accessible, concise and inexpensive alternative to currently available textbooks, Getting Started in Business Law by Paul Bates covers the core topics taught at first year undergraduate level to non-specialists taking a business law module as part of their undergraduate studies. While still providing the student with a rigorous and academic treatment of the topic, this book will weave a path through key concepts of business law exposing the main principles step by step, while keeping the use of case law to a minimum as single cases will be used to explain a number of key points. The examples used throughout the text will be familiar to the student in their everyday lives, helping to keep the student engaged and aid their understanding of the principles and concepts being presented. Particular attention will be paid to using language which is accessible, and presenting concepts in a style which is undaunting, while still rigorous, and at times light-hearted. The author has extensive experience of teaching large cohorts of business, accountancy and finance undergraduate students, many of whom are from overseas. This experience is brought to bear to deliver an engaging and accessible resource, offering an alternative to the heavyweight texts which are currently available.Table of ContentsCh 1 What you need to know before you start; Fundamental rules; Terminology (Jargon); Ch 2 Sources of law: Where does law come from?; Acts of Parliament – Legislation – Statute Law; Delegated legislation; Case law (judge made law); Some useful terminology; The Law Reports; Objective and subjective tests; Common Law; The Law of Equity; Ch 3 The law of contract: Contractual ‘ingredients’; Background; Offer; Carlill v The Carbolic Smoke Ball Company (1893); Ch 4 The law of contract: Contracts in practice; Terms; The contents of contracts; Duress and undue influence; Privity of contract; How contracts come to an end; Electronic commerce and the law of contract; Ch 5 The law of tort; How the law of tort affects you and your business; The basic principles; The tort of negligence; Economic loss and ‘pure’ economic loss; An occupier’s liability for premises; Ch 6 Types of business; Self-employment/sole traders; Incorporation; Partnerships; Ch 7 Outline of the English and Welsh system of courts; Civil and criminal courts and the tribunal system; The Supreme Court; The Court of Appeal; The High Court of Justice; The Magistrates’ Courts; Overview of the tribunal system; Ch 8 Employment law; Section 1: Contracts of employment; Vicarious liability in workplace situations; Section 2: The main rights of an employee; Ch 9 Corporate governance; Failures of corporate governance; Ch 10 Cases and Acts; List of cases used; List of Acts of Parliament and Regulations; Index

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Book SynopsisProviding short, clear and accessible explanations of the main areas of EU law, Understanding European Union Law is both an ideal introduction for students new to EU law and an essential addition to revision for the more accomplished.This eighth edition has been fully revised and updated with the latest legislative changes and includes an in-depth discussion of âBrexitâ and its implications for EUâUK relations. The book provides readers with a clear understanding of the structures and rationale behind EU law, explaining how and why the law has developed as it has. In addition to discussing the core areas of EU law such as its sources, the role and powers of the EUâs Institutions, the enforcement of EU law and the law of the internal market, this edition also includes a new chapter on three ânon-economicâ areas of EU law: fundamental human rights, equality (non-discrimination) and the environment.This student-friendly text is both broad in scope and highly accessible. It will inspire students towards further study and show that understanding EU law can be an enjoyable and rewarding experience. As well as being essential reading for Law students, Understanding European Union Law is also suitable for students on other courses where basic knowledge of EU law is required or useful, such as business studies, political science, international relations or European studies programmes.Trade Review‘This book has proven popular among the students I have taught. They have often commented that the book is a clear and helpful introduction to a subject that may at first appear difficult and daunting.’Professor Jukka Snell, Faculty of Law, University of TurkuTable of ContentsTable of Cases Table of Legislation Glossary Abbreviations 1 Introduction 2 The creation of a European Union 3 Who runs the EU? 4 Sources of Union law 5 The relationship between Union law and national legal systems 6 Enforcing Union law 7 Free movement of goods 8 Free movement of persons 9 An introduction to EU competition law 10 Introduction to other areas of EU law: Fundamental rights, equality, the environment 11 Tips for succeeding in assessments

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Book SynopsisThis book introduces law in the context of international business. The basics of law are explored using a clear comparative methodology. International and regional economic institutions are discussed, next to the fundaments of private law. These include contract law, liability law, labour law, company law, privacy law, intellectual property law and international private law. The book goes beyond the usual focus on Western legal systems and uses examples from all over the world to provide students with comprehensive knowledge of business law. It is set up rather broadly, so that it can be used by teachers throughout their entire curriculum. Each chapter ends with a clear summary, and practice questions. Due to its colourful cases, this book is accessible and fun to read.Table of ContentsForeword PART 1Introduction and methods 1 What is law and where can we find it? 1.1 The organization of just behaviour 1.2 The meaning of just behaviour 1.3 The origin of law 1.4 Legal sources Summary Practice questions 2 Comparative law and legal systems 2.1 The purpose of comparative law 2.2 Macro comparison: legal families 2.3 Micro comparison: a functional method Summary Practice questions PART 2International public law 3 Constitutional law 3.1 Trias politica and the struggle for power 3.2 The language of constitutional law Summary Practice questions 4 International cooperation: the United Nations 4.1 The United Nations and Bretton Woods 4.2 The institutions of the UN Summary Practice questions 5 International Cooperation: The Bretton Woods Institutions 5.1 The International Monetary Fund 5.2 The World Bank 5.3 The World Trade Organization 5.4 Alternatives Summary Practice questions 6 Regional economic integration 6.1 Regional economic integration 6.2 The free trade zone: NAFTA 6.3 The customs union: the SACU6.4 The common market: MERCOSUR Summary Practice questions 7 The European Union 7.1 Economic integration in Europe 7.2 Free trade under the EU 7.3 The organizational structure of the EU 7.4 Dispute settlement Summary Practice questions PART 3Business law 8 Contract law 8.1 The forming of a contract 8.2 The content and interpretation of a contract 8.3 The form of a contract 8.4 Factors affecting the validity of a contract 8.5 Performance of the contract 8.6 International contract law Summary Practice questions 9 Liability law 9.1 Contractual liability 9.2 Non-contractual liability Summary Practice questions 10 Labour law 10.1 The industrial revolution and the emergence of labour law 10.2 International labour law 10.3 Proper labour conditions Summary Practice questions 11 Company law 11.1 The legal form of a company 11.2 Regulatory competition 11.3 Foreign companies Summary Practice questions 12 The right to privacy and data processing 12.1 Privacy: a clash of rights 12.2 Privacy laws around the world 12.3 Jurisdiction challenges Summary Practice questions 13 Intellectual property 13.1 The forms of intellectual property 13.2 Jurisdiction challenges Summary Practice questions 14 Private international law 14.1 International legal disputes 14.2 The free choice principle 14.3 Substantive private international rules 14.4 Objective private international rules Summary Practice questions Index

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Book SynopsisCorporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finances that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation.Now in paperback, the Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.Table of ContentsJeffrey N. Gordon and Wolf-Georg Ringe: Introduction Part l: Theoretical Approaches, Tools, and Methods 1: Ronald J. Gilson: From Corporate Law to Corporate Governance 2: Jeffrey N. Gordon: Convergence and Persistence in Corporate Law and Governance 3: Mark J. Roe and Massimiliano Vatiero: Corporate Governance and Its Political Economy 4: Michael Klausner: The "Corporate Contract" Today 5: Marcel Kahan: The State of State Competition for Incorporations 6: Amir N. Licht: Culture and Law in Corporate Governance 7: Jaap Winter: A Behavioural Perspective on Corporate Law and Corporate Governance 8: Michael Klausner: Empirical Studies in Corporate Law and Governance 9: Allen Ferrell: The Benefits and Costs of Indices in Empirical Corporate Governance Research 10: Mathias M. Siems: Taxonomies and Leximetrics Part II: Substantive Topics 11: Henry Hansmann and Richard Squire: External and Internal Asset Partitioning: Corporations and Their Subsidiaries 12: Stephen M. Bainbridge: The Board of Directors 13: Guido Ferrarini and Cristina Ungureanu: Executive Remuneration 14: Edward Rock: Institutional Investors in Corporate Governance 15: Wolf-Georg Ringe: Shareholder Activism: A Renaissance 16: Mark J. Roe: Corporate Short-Termism 17: Zohar Goshen and Assaf Hamdani: Majority Control and Minority Protection 18: Charles K. Whitehead: Debt and Corporate Governance 19: Lawrence A. Cunningham: Accounting and Financial Reporting: Global Aspirations, Local Realities 20: Luca Enriques: Related Party Transactions 21: Paul Davies: Control Shifts via Share Acquisition Contracts with Shareholders (Takeovers) 22: John C. Coates IV: Mergers, Acquisitions, and Restructuring: Types, Regulation, and Patterns of Practice 23: Klaus J. Hopt: Groups of Companies 24: Cynthia A. Williams: Corporate Social Responsibility and Corporate Governance 25: Holger Fleischer: Comparative Corporate Governance in Closely Held Corporations Part III: New Challenges in Corporate Governance 26: Hideki Kanda: Western versus Asian Corporate Governance Environments: The Role of Enforcement in International Convergence 27: Mariana Pargendler: Corporate Governance in Emerging Markets 28: Curtis J. Milhaupt: The Governance Ecology of China's State-Owned Enterprises 29: Merritt B. Fox: The Rise of Foreign Ownership and Corporate Governance 30: Gerard Hertig: Governance by Institutional Investors in a Stakeholder World 31: Erik Vermeulen: New Metrics for Corporate Governance: Shifting Strategies in an Aging IPO Market Part IV: Enforcement 32: David Kershaw: Corporate Law and Self-Regulation 33: James D. Cox and Randall S. Thomas: The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany? 34: Howell E. Jackson and Jeffrey Y. Zhang: Private and Public Enforcement of Securities Regulation 35: Amanda M. Rose: Public Enforcement: Criminal versus Civil 36: Joseph A. McCahery and F. Alexander de Roode: Corporate Litigation in Specialized Business Courts 37: Geoffrey Parsons Miller: The Compliance Function: An Overview Part V: Adjacent Areas 38: Horst Eidenmüller: Comparative Corporate Insolvency Law 39: Zoe Adams and Simon Deakin: Corporate Governance and Employment Relations 40: A.C. Pritchard: Corporate Governance, Capital Markets, and Securities Law 41: Jonathan R. Macey and Maureen O'Hara: Vertical and Horizontal Problems in Financial Regulation and Corporate Governance 42: John Armour: Corporate Governance in Banks 43: David M. Schizer: Tax and Corporate Governance: The Influence of Tax on Managerial Agency Costs

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Book SynopsisThis book, originally published in 2005, considers the role of corporations within the trading system, including actions of corporations and their motives. The book assesses remedial devices such as Codes of Conduct and Human Rights instruments, seeking reasons for the failure of trade to reduce poverty, and considers the role of companies in globalisation.Trade ReviewReview of the hardback: 'Dine's book will be a valuable resource.' Human Rights QuarterlyTable of ContentsPreface; Table of statutes, agreements, covenants and treaties; Table of cases; List of abbreviation; 1. A global crisis?; 2. Why we are here; 3. The institutional framework; 4. Relationship between Companies and Human Rights Law; 5. Corporate social responsibility; 6. Understanding property rights: companies, states and the duty of international co-operation; Bibliography; Index.

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Book SynopsisThis book introduces law in the context of international business. The basics of law are explored using a clear comparative methodology. International and regional economic institutions are discussed, next to the fundaments of private law. These include contract law, liability law, labour law, company law, privacy law, intellectual property law and international private law. The book goes beyond the usual focus on Western legal systems and uses examples from all over the world to provide students with comprehensive knowledge of business law. It is set up rather broadly, so that it can be used by teachers throughout their entire curriculum. Each chapter ends with a clear summary, and practice questions. Due to its colourful cases, this book is accessible and fun to read.Table of ContentsForeword PART 1Introduction and methods 1 What is law and where can we find it? 1.1 The organization of just behaviour 1.2 The meaning of just behaviour 1.3 The origin of law 1.4 Legal sources Summary Practice questions 2 Comparative law and legal systems 2.1 The purpose of comparative law 2.2 Macro comparison: legal families 2.3 Micro comparison: a functional method Summary Practice questions PART 2International public law 3 Constitutional law 3.1 Trias politica and the struggle for power 3.2 The language of constitutional law Summary Practice questions 4 International cooperation: the United Nations 4.1 The United Nations and Bretton Woods 4.2 The institutions of the UN Summary Practice questions 5 International Cooperation: The Bretton Woods Institutions 5.1 The International Monetary Fund 5.2 The World Bank 5.3 The World Trade Organization 5.4 Alternatives Summary Practice questions 6 Regional economic integration 6.1 Regional economic integration 6.2 The free trade zone: NAFTA 6.3 The customs union: the SACU6.4 The common market: MERCOSUR Summary Practice questions 7 The European Union 7.1 Economic integration in Europe 7.2 Free trade under the EU 7.3 The organizational structure of the EU 7.4 Dispute settlement Summary Practice questions PART 3Business law 8 Contract law 8.1 The forming of a contract 8.2 The content and interpretation of a contract 8.3 The form of a contract 8.4 Factors affecting the validity of a contract 8.5 Performance of the contract 8.6 International contract law Summary Practice questions 9 Liability law 9.1 Contractual liability 9.2 Non-contractual liability Summary Practice questions 10 Labour law 10.1 The industrial revolution and the emergence of labour law 10.2 International labour law 10.3 Proper labour conditions Summary Practice questions 11 Company law 11.1 The legal form of a company 11.2 Regulatory competition 11.3 Foreign companies Summary Practice questions 12 The right to privacy and data processing 12.1 Privacy: a clash of rights 12.2 Privacy laws around the world 12.3 Jurisdiction challenges Summary Practice questions 13 Intellectual property 13.1 The forms of intellectual property 13.2 Jurisdiction challenges Summary Practice questions 14 Private international law 14.1 International legal disputes 14.2 The free choice principle 14.3 Substantive private international rules 14.4 Objective private international rules Summary Practice questions Index

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Book SynopsisExploring obstacles to effective compensation of victims of competition infringements, this book categorises the types of victims harmed and the types of losses arisen from these infringements to identify to what extent there is a need for enhanced private competition law enforcement in the European Union (EU) and the best way to address this need. It shows that there is a genuine need for facilitating consumer damages actions and that consumer claims are the only claims that can be pursued in a collective redress action. In order to compensate consumers and overcome barriers to effective enforcement of their right to damages, it structures a collective redress action for consumers by considering the following elements: i. the formation of the group, ii. the type of representative party iii. funding mechanisms and iv. calculation and distribution of damages.Table of ContentsTable of ContentsPreface Acknowledgements List of Abbreviations Table of Cases Table of Legislation CHAPTER 1 INTRODUCTION I. Background *1. Paucity of Actions for Damages for Competition Infringements 2. The Need for Collective Redress in Competition Law Enforcement 3. Reflection on the Term ‘Collective Redress’ II. Issues relating to the Design of a Collective Redress Action 1. Judicial v Non-Judicial Means of Collective Redress 2. Elements of Collective Redress Actions III. Methodology IV. Structure CHAPTER 2 THE NOTION OF AND NEED FOR COLLECTIVE REDRESS ACTIONS I. Introduction II. The Concept and Function of Collective Redress Procedures 1. A Short Summary of Evolution and Policy Rationale 2. The Purpose of the Procedure III. Setting the Scene for EU Collective Redress Actions 1. The Recognition and Exercise of the Right to Damages 2. The Need for Collective Redress Actions for Consumers 2.1. Barriers to the Effective Compensation of Consumers 2.2. Inadequacy of Existing Aggregation Mechanisms 3. The Role of Collective Redress Actions IV. Concluding Remarks CHAPTER 3 COMMISSION INITIATIVES ON COLLECTIVE REDRESS ACTIONS I. Introduction II. Two Distinct Initiatives in Competition and Consumer Law 1. Commission Efforts in Competition Law 1.1. The Green Paper 1.2. The White Paper 1.3. Withdrawn Directive in 2009 *2. Commission Efforts in Consumer Law III. Combining the Two: A Horizontal Approach toward Collective Redress Actions 1. Overview of the Reasons leading to Horizontal Approach 2. The Proposals Under the Horizontal Approach 2.1. Public Consultation 2.2. Recommendation and Communication 3. Impact of the Horizontal Approach on Collective Redress IV. Distinctive Approach toward Collective Redress Actions 1. Potential Shortcomings of the Horizontal Approach 2. The Case for a Distinctive Competition Law Approach V. Concluding Remarks CHAPTER 4 OBJECTIVES OF COLLECTIVE REDRESS ACTIONS IN EU COMPETITION ENFORCEMENT I. Introduction II. Determining the Objectives and Their Significance III. Objectives of Actions for Damages 1. The Approach of the EU Courts 2. The Approach of the Commission IV. Compensation and Deterrence Objectives for Collective Redress Actions 1. The Unique Competition Law Enforcement Goal and its Implications for Collective Redress Actions 2. Objectives of Collective Redress Actions 2.1. The Compensatory Objective 2.2. The Deterrence Objective 3. Collective Redress Actions for Consumers: Do the Objectives Pursued Differ? V. Concluding Remarks CHAPTER 5 CONSUMER DAMAGES CLAIMS IN EU COMPETITION CASES I. Introduction II. Damages Caused by Competition Infringements 1. The Types of Competition Infringements 2. The Types of Harm Resulting from Competition Infringements 3. Potential Damages of Competition Infringements III. The Overcharge as a Measure of Damages in Consumer Cases *1. Overcharge in Collusion Cases 1.1. Practices Giving Rise to Overcharge 1.2. Case Studies 1.2.1. Case Study 1 1.2.2. Case Study 2 2. Overcharge in Abuse of Dominance Cases 2.1. Practices Giving Rise to Overcharge 2.2. Case Studies 2.2.1. Case Study 1 2.2.2. Case Study 2 IV. The Ways in Which Consumers are Harmed 1. Direct Consumers 2. Indirect Consumers 3. Deadweight Loss Consumers 4. Umbrella Consumers V. Concluding Remarks CHAPTER 6 GROUPING COLLECTIVE CLAIMS: OPT-IN v OPT-OUT I. Introduction II. Establishing the Group Membership 1. Opt-In Actions 2. Mandatory Actions 3. Opt-Out Actions 3.1. The Functioning of Opt-Out Actions 3.2. The Role of Notice 3.3. The Compensation Objective and Opt-Out Actions 3.3.1. Participation Rates 3.3.2. Take-Up Rates 4. The Proposed Approach 4.1. Reflections 4.2. Assessing the Criticisms 4.2.1. Overview of the Criticisms 4.2.2. The Merits of the Criticisms III. Grouping the Claims 1. The Ways in Which the Group is Defined 2. Two Necessary Elements of Group Definition 3. Towards an Adequate Group Definition: What Matters? 3.1. The Type of Loss 3.2. The Type of Plaintiff 4. The Proposed Approach: Grouping Consumer Claims IV. Concluding Remarks CHAPTER 7 DESIGNING COLLECTIVE REDRESS ACTIONS: REPRESENTATIVE PARTY AND FUNDING RULES I. Introduction II. Determining the Representative Party 1. Lead Plaintiff 2. Ideological Claimant III. Funding 1. Liability for Costs 2. Possible Options for Funding 3. Contingency Fees as One of the Options 4. The Proposed Approach IV. Concluding Remarks CHAPTER 8 CALCULATION AND DISTRIBUTION OF DAMAGES IN COLLECTIVE ACTIONS FOR CONSUMERS I. Introduction II. Possible Ways of Awarding Damages to a Group 1. Aggregate versus Individual Damages Assessment 2. Aggregate Damages Assessment and the Compensation Objective III. Calculation of Damages to Consumers IV. Allocation of Damages 1. Distribution of Damages to Group Members 2. Possible Alternatives for Undistributed Damages and the Proposed Approach V. Concluding Remarks CHAPTER 9 CONCLUSIONS Bibliography index

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Book SynopsisThere are few contemporary studies on the finances of unions. Indeed, little research exists on the internal operations of unions in the U.S. This book provides a comprehensive analysis of the financial resources and performance of the largest national unions. It discusses the theoretical and practical relevance of the topic, which goes directly to the formation, maintenance, and potential advancement of labor organizations. Financial capacity and performance create incentives for unions to mobilize at the grassroots level and launch major drives to improve their position in society. Understanding how unions raise and spend money provides insight as to their administrative orientation and organizational capacity. Given its topical breadth and depth, the book stands apart from the extant literature on unions in society. It is unique in the range of financial information presented, how data are analyzed, and its treatment of such important matters as compensation and benefits; operating budgets; political activism as measured by expenditures from treasury-based funds and political mechanisms funded by members through voluntary donations. The authors show not only the scope of union financial wherewithal and how it varies across labor organizations but also how such indicators compare to corporate entities who employ the rank-and-file.The book provides a wealth of information on how to analyze the finances of unions and to use this information to prepare for collective bargaining and other aspects of labor-management relations. It informs employers and other observers about how unions are able to represent members and their ability to withstand strikes.

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a huge range and FREE tracked UK delivery on ALL orders.

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Book SynopsisArad Reisberg is Professor of Corporate Law and Finance and Head of Brunel Law School.Anna Donovan is Vice Dean (Innovation) and Lecturer in Law at UCL.Table of ContentsPreface to the fifth edition xixPreface to the first edition xxiForeword to the fourth edition xxiiiTable of cases xxivTable of statutes xxixTable of statutory instruments livTable of European legislation lviii 1 Treaties and conventions lviii2 Secondary legislation lviiiPart I Foundation and theory 11 The nature of company law 32 Corporate entity, limited liability and incorporation 343 Legal theory and company law 64Part II The constitution of the company 954 Entrenchment of rights 975 Organisation of functions and corporate powers 1216 Relations with third parties: agency and constitutional limitations 136 Part III Corporate governance 1477 The governance problem and the mechanisms of meetings 1498 Duties of directors: general duties 1669 Duties of directors: specific duties and controls 19910 Role of self-regulation 220 11 Shareholder litigation: the derivative claim 25812 Shareholder litigation: winding up on just and equitable grounds and the unfair prejudice remedy 309 Part IV Corporate finance law 33913 Techniques of corporate finance 34114 Raising and maintenance of capital 36415 Financial assistance for the acquisition of shares 388 Part V Securities regulation 41116 Theory and regulation of the capital markets law 41317 Credit rating agencies and their role in capital markets 447 18 The regulatory machinery of the Financial Services and Markets Act 2000 (FSMA 2000) 487 19 The regulation of public offerings of shares 51420 The regulation of insider dealing and market abuse 550 21 The regulation of takeovers 577Part VI Insolvency and liquidation 597 22 Insolvency and liquidation procedures 599 23 Disqualification of directors 615 Index 629

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a huge range and FREE tracked UK delivery on ALL orders.

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Book SynopsisAll modern legal systems with advanced economies must address the question of how to respond to the needs of insolvent consumers whose burden of debt greatly exceeds their capacity to repay within a reasonable time frame. This study surveys comparatively the insolvency regimes currently in place or likely to be adopted in the foreseeable future in Canada,the United States, Australia, England and Wales, Scotland, Scandinavia and a representative group of Western countries on the continent of Europe. Modern legal systems have two basic alternatives in providing relief for over-committed consumers. The first, which involves restricting the enforcement of individual creditor remedies is a method with which this study is not concerned. Where the consumer is seriously insolvent and owes money to many creditors, a different approach is required -- a collective solution to debtor's problems - and this, the solution provided by modern insolvency systems, is the focus of this study.Trade Review...should have a lasting influence on the continuing debate about consumer credit and consumer bankruptcy going on across Europe. Adrian Walters Journal of Consumer Policy, Vol.28, Issue 2 2005 We are much indebted to Hart Publishing. So far as I am aware, no books dealing with consumer insolvency have previously been published in this country, and we now have two [Comparative Consumer Insolvency Regimes and Consumer Bankruptcy in Global Perspective] launched in the same month. And they are in many respects complementary, even to the point of having cross-references to each other, as well as being especially timely, in view of the reforms to the law of bankruptcy in England and Wales effected by the Enterprise Act 2002 The two books are a rich source of comparative study extending over a wide range of jurisdictions. These well-researched and informative books make most interesting reading and are to be commended to general as well as specialist readers. Len Sealy Cambridge Law Journal August 2004Table of ContentsPart A Introduction 1 Purpose of Study Part B Country Surveys 11 2 Canada 3 United States 4 Australia 5 England and Wales 6 Scotland 7 Scandinavia and Continental Countries of Western Europe Part C Assessing the Various Insolvency Regimes and Suggestions for Changes 8 Assessment and Suggestions for Changes

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Book SynopsisStates that the laws controlling firms should be much more protective of the public interest and of the corporation's various stakeholders. This title proposes changes in corporate governance that would enable corporations to meet the progressive goal of creating wealth for society as a whole rather than merely for shareholders and executives.Trade Review"Kent Greenfield demonstrates with remarkable clarity how a series of essential changes in the premises and obligations of the corporation can turn the nature of the beast in very positive directions." - William Greider, author of The Soul of Capitalism: Opening Paths to a Moral Economy "Greenfield commences with a reconsideration of the basic and generally accepted purposes and norms of law. The result is as startling as it is enlightening.... A seminal piece of writing that evidences dominance of a vast range of ideas, research, and critical thinking, and puts it into a coherent, well argued, accessible whole." - Law and Politics Book Review"

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Book SynopsisTrade Review"Sullivan is a distinguished scholar of religious studies and law and religion. Her book, Church State Corporation, turns a humanist’s eye on the evolving law of religious institutions. . . . Sullivan does an excellent job of revealing oddities and inconsistencies in subtle details of the cases on religious institutions, of reading legal sources in creative ways to highlight unspoken assumptions, and of using nonlegal sources to pose questions about the way the law deals with religious institutions. The book is full of learned reflections on church history, religious sociology, and new directions in theology. Scholars of law and religion from any number of disciplinary backgrounds will find the book rich with ideas and provocations." * Marginalia *"[A] careful and nuanced ethnography of the Supreme Court’s political theology." * Constitutional Commentary *"In this polemical yet scholarly tour de force, Sullivan interrogates the U.S. Supreme Court’s rulings in recent major religious freedom cases on theological and legal grounds." * Journal of American History *"Sullivan examines the deeply ambiguous and often unacknowledged ways in which Christian theology remains alive and at work in the US legal imagination. Through readings of the opinions oft he US Supreme Court and other legal texts, Sullivan argues that 'the church' as a religious collective is granted special privilege in US law." * Law & Social Inquiry *"In Church State Corporation, Sullivan approaches political theology through law, and she takes the intermediary association, shapeshifting between church and corporation, as her primary object of study. . . . While US discussions of law and religion have lazily focused on free exercise and disestablishment, unnecessarily centering imagined sovereigns (state, individual), Sullivan’s work and a growing body of religious studies scholarship pushes in fruitful new directions. . . . Church State Corporation helpfully pushes discussions in the field of political theology to take law seriously and models what that would look like. It also provides an entry point for religious studies scholars to join conversations in political theology without holding their noses." -- Vincent Lloyd * Political Theology Network *“Church State Corporation investigates the current state of the particularly American field of ‘disestablished’ religion, sweeps aside shopworn discussions of secularization, and draws deeply on theological traditions to confidently map the intersections of law and religion that support so many features of collective life. The erudition on display in Sullivan’s work is stunning, the argumentation laser-sharp, and the question being pursued is original and important.” -- Mathew Scherer, author of Beyond Church and State: Democracy, Secularism, and Conversion“Church State Corporation will fundamentally refigure conversations about religious establishment in the US. Sullivan’s argument is both admirably urgent and nonpartisan. Anyone concerned with the legal status of religion in both American and international law needs to read this book.” -- Leora Batnitzky, author of How Judaism Became a Religion: An Introduction to Modern Jewish Thought"In trenchant and gripping prose, Sullivan charts how the ambiguous American ideal of ‘religious freedom’ became the jurisprudential ground on which the unholy trinity of contemporary US society—church/state/corporation—was constructed. Each chapter is a revelation, inviting a fundamental rethinking of the fate of religion in the US public sphere. Sullivan’s call for attention to religious practice and imagination beyond the limits of the ‘religion’ that is legally ‘free’ is a powerful challenge to all interested in the intersection of religion and politics." -- Robert Orsi, author of History and PresenceTable of ContentsNote on Capitalization Note to European Readers Introduction. The Definite Article Chapter 1. The Church Makes an Appearance: Hosanna-Tabor v. EEOC Chapter 2. “The Mother of Religion”: The Church Property Cases Chapter 3. Hobby Lobby: The Church, the State, and the Corporation Chapter 4. The Body of Christ in Blackface Conclusion. The Church-in-law Otherwise Acknowledgments Bibliography Index

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Book SynopsisWe live in an era defined by corporate greed and malfeasance - one in which unprecedented accounting frauds and failures of compliance run rampant. This work argues that even with legal reforms, corporate criminal law continues to be ineffective.Trade Review"This timely work offers a dispassionate analysis of problems relating to corporate crime." - Harvard Law Review"

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Book SynopsisDrawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today.

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Book SynopsisYou may not believe that there's a fun and easy way to comply with Sarbanes -Oxley, but once you have Sarbanes-Oxley For Dummies, Second Edition in front of you, you're sure to change your mind.Table of ContentsIntroduction 1 Part I: The Scene Before and After SOX 7 Chapter 1: The SOX Saga 9 Chapter 2: SOX in Sixty Seconds 27 Chapter 3: SOX and Securities Regulations 43 Chapter 4: SOX and Factual Financial Statements 67 Chapter 5: What’s New for Non-Accelerated Filers 83 Part II: SOX in the City: Meeting New Standards 89 Chapter 6: A New Audit Ambience 91 Chapter 7: A Board to Audit the Auditors 105 Chapter 8: The Almighty Audit Committee 119 Chapter 9: Building Boards That Can’t Be Bought 131 Chapter 10: SOX: Under New Management 143 Chapter 11: More Management Mandates 159 Part III: Scaling Down Section 404 169 Chapter 12: Clearing Up Confusion about Control 171 Chapter 13: Surviving a Section 404 Audit 183 Chapter 14: Taking the Terror Out of Testing 191 Part IV: SOX for Techies 207 Chapter 15: Getting Technical with SOX 209 Chapter 16: Surveying SOX Software 219 Chapter 17: Working with Some Actual SOX Software 233 Part V: To SOX-finity and Beyond 249 Chapter 18: Lawsuits under SOX 251 Chapter 19: The Surprising Scope of SOX 267 Part VI: The Part of Tens 273 Chapter 20: Ten Ways to Avoid Getting Sued or Criminally Prosecuted Under SOX 275 Chapter 21: Ten Tips for an Effective Audit Committee 281 Chapter 22: Ten Smart Management Moves 289 Chapter 23: Ten Things You Can’t Ask an Auditor to Do After SOX 295 Chapter 24: Top Ten Places to Get Smart about SOX 301 Part VII: Appendixes 307 Appendix A: Selected Sections, Auditing Standard No 5 309 Appendix B: Sample Certifications 313 Appendix C: Sample Audit Committee Charter 319 Appendix D: Sample Code of Ethics 329 Appendix E: Sample SAS 70 Report 337 Index 339

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Book SynopsisThis work presents a contemporary and interdisciplinary account of the various techniques used to regulate multinational enterprises at all levels. The coverage uses numerous case studies from developed and developing stages to unite theory and current practice.Trade Review"This is the most valuable book to have crossed my path in the last decade and will contribute massively to the quality of my lectures." Fred Burton, Manchester School of ManagementTable of ContentsList of Cases. List of Statutes. List of Treaties. List of Publications of Governments and International Organizations. Preface and Acknowledgements. List of Abbreviations. Part 1: The Conceptual Framework:. 1. Concern over Multinational Enterprises. 2. The Evolution of Modern Multinational Enterprises. 3. Business and Legal Forms of Multinational Enterprise: towards a Theory of Control. 4. Relations between MNEs and States: Towards a Theory of Regulation. Part II: Regulation by Home and Host States:. 5. The Jurisdictional Limits of Regulation through National or Regional Law. 6. The Control of Inward Investment by Host States. 7. Measures for the Encouragement of Inward Direct Investment. 8. Taxation Problems Associated with MNEs. 9. Group Liability and Director's Duties. 10. Accountability and Disclosure. 11. Regulation through Antitrust Law. 12. Technology Transfer. 13. Labour Relations. Part III: The Emerging System of International Regulation: . 14. Renegotiation and Expropriation. 15. The Settlement of International Investment Disputes. 16. The Codification of International Standards for the Treatment of Foreign Investors. 17. Bilateral Investment Treaties. Index.

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Book SynopsisMergers and acquisitions occur for many legitimate reasons and should be encouraged as a matter of general policy, yet the resulting increase in the level of market concentration and market strength can lead to concerns that certain âdealsâ may irreparably damage the market structure and create anti-competitive effects. This volume explores the competition concerns arising out of mergers and acquisitions, the reasons for merger control and the fundamental options that face all jurisdictions intent on implementing an effective merger control regime. The volume acts as a guide through the development of merger control law, policy and scholarly thought and includes commentary on each of the key stages of any effective merger control regime. The articles consider the objectives of merger control and the broader political landscape within which mergers take place; the procedural issues in merger control, including jurisdictional matters and due process; the different substantive legal standards incorporated into merger control; the relevant theories of harm and the appropriate treatment of efficiencies; and the use of remedies in merger control. The chosen articles mainly, but not exclusively, focus on the US and EU, and several adopt a cross-disciplinary approach encompassing law, political science and economics.Table of ContentsContents: Introduction; Part I The Objectives of Merger Control: The political economy of merger regulation, Aditi Bagchi; Discretion and politicization in EU competition policy: the case of merger control, Lee McGowan and Michelle Cini; Afterword - did the Canadian Parliament really permit mergers that exploit Canadian consumers so the world can be more efficient?, Stephen F. Ross. Part II Procedural Issues in Merger Review: Extraterritoriality, Conflict and Convergence: Transatlantic turbulence: the Boeing-McDonnell Douglas merger and international competition policy, William E. Kovacic; A role for the WTO in international merger control, Andre Fiebig; Merger control in the European Union and the United States: just the facts, Mats A. Bergman, Malcolm B. Coate, Maria Jakobsson and Shawn W. Ulrick; Notification: Reflections on 20 years of merger enforcement under the Hart-Scott-Rodino Act, William J. Baer; Due Process and Standard of Proof: Good governance in European merger control: due process and checks and balances under review, Herwig C.H. Hofmann; Standard of proof in EC merger proceedings: a common law perspective, David Bailey. Part III Substantive Review: Standard of Review: A new substantive test for EU merger control, Kyriakos Fountoukakos and Stephen Ryan; Goodbye to 'the dominance test'? Substantive appraisal under the new UK and EC merger regimes, Rhodri Thompson; Theories of Harm: Conglomerate mergers and range effects: it's a long way from Chicago to Brussels, William J. Kolasky; A legal and economic consensus? The theory and practice of coordinated effects in EC merger control, Simon Bishop and Andrea Lofaro; Efficiency Considerations: Merger control policy: how to give meaningful consideration to efficiency claims?, Damien Gerard; Demand-side efficiencies in merger control, David S. Evans and A. Jorge Padilla. Part IV Remedies: Behavioural remedies in EC merger control - scope and limitations, Ariel Ezrachi; UK merger remedies under scrutiny, Michael Harker; Name index.

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Book SynopsisAntitrust and competition law is a fast moving area of law and the subject of extensive academic research. The aim of this volume is to select articles as tools for understanding how antitrust and competition law is applied to unilateral conduct which is harmful to the consumer and to the competitiveness of the market. The articles examine the meaning of dominance and monopolisation and show that although legal and economic rules have been developed to establish whether undertakings hold such strong market positions, it is often difficult to determine with certainty that the undertaking being investigated meets the threshold. The various debates on pricing and non-pricing conduct are also represented as are the conflicts that have arisen regarding the exercise of intellectual property rights by powerful undertakings, particularly in the context of the new economies. The volume includes scholarly articles published on both sides of the Atlantic and enables a greater understanding of the application of antitrust and competition law from the point of view of economics and politics.Table of ContentsContents: Introduction; Part I The Meaning of Dominance and Monopolization: Monopolization and abuse of dominance in Canada, the United States, and the European Union: a survey, Brian A. Facey and Danny H. Assaf; The abuse of Hoffman-La Roche: the meaning of dominance under EC competition law, Frances Dethmers and Ninette Dodoo; Market Power: Market definition: an analytical overview, Jonathan B. Baker; Markets without substitutes: substitution versus constraints as the key to market definition, Cento Veljanovski; Assigning market shares, Gregory J. Werden; Application of the concept of barriers to entry under Article 82 of the EC Treaty: is there a case for review?, Oluseye Arowolo; Joint Dominance/Oligopoly: Oligopoly and the antitrust laws: a suggested approach, Richard A. Posner; Considering the oligopoly problem, Craig Callery; Interpreting the boundaries of collective dominance in Article 102 TFEU, Félix E. Mezzanotte. Part II Abuse and Violation: Pricing Practices: Predatory pricing and related practices under Section 2 of the Sherman Act, Phillip Areeda and Donald F. Turner; Exclusionary pricing and price discrimination abuses under Article 82 - an economic analysis, Derek Ridyard; Excessive prices within EU competition law, Liyang Hou; Refusal to Supply: The essential facilities doctrine under US antitrust law, Robert Pitofsky, Donna Patterson and Jonathan Hooks; Harmonizing essential facilities, Spencer Weber Waller and William Tasch; The rise and fall of the essential facility doctrine, Ulf Müller and Anselm Rodenhausen; Margin Squeeze: Margin squeeze abuse, Liam Colley and Sebastian Burnside. Part III Dominance/Monopolization and Intellectual Property Rights: Unilateral refusals to deal in intellectual and other property, Howard A. Shelanski; Challenges of the new economy: issues at the intersection of antitrust and intellectual property, Robert Pitofsky; Antitrust in the new economy, Robert A. Posner; Limiting the scope of Article 82 EC: what can the EU learn from the US Supreme Court's judgment in Trinko in the wake of Microsoft, IMS and Deutsche Telekom?, Damien Geradin; Name index.

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Book SynopsisIncluding real-life cases, this book reveals the dynamics of the corporate governance process and the double standards that often characterize it. It suggests that women have been ill-advised by experts, who tend to teach females how to act like their male, executive counterparts.Trade ReviewThis book should be read by anyone interested in advancing to the boardrooms in corporate America. . . . Branson provides interesting discussions on linguistic differences between males and females as well as gender differences in play, along with their implications for success in business. . . . Branson reveals how corporate governance practices hinder womens career advancement and suggests strategies women should adopt to succeed in the corporate world . . . Highly recommended. * Choice *Coming from the pen of a leading thinker in corporate law, this book provides a powerful if disheartening explanation for the lack of women on corporate boards. It is provocative, impeccably researched, and compellingly written. -- Kent Greenfield,Professor of Law and Zamparelli Scholar at Boston College Law SchoolPacked with informative statistics about the presence of women at various levels of corporate governance as CEOs, executive directors, managers, and in the pipeline. -- Nancy Levit,author of The Gender Line: Men, Women, and the LawProfessor Branson's book makes an important contribution to the study of women's advancement in the corporate hierarchy, combining startling statistics with well-informed insights. Using a rich pool of sources including linguistic theory, studies of group dynamics, and judicial opinions, Branson illustrates the speed-bumps that may impede a woman's rise to the top. -- Jayne W. Barnard,Cutler Professor of Law, The College of William & MaryAn interesting thesis, and one that makes sense * The New Republic *Table of ContentsAcknowledgments Introduction Part I: Glass Ceilings, Floors, and Walls * Restraints on Advancement * Glass Ceilings and Floors: The Court Cases * Prices of Motherhood: Stereotyping, Work/Life Issues, and Opting Out * In a Different Register: Women in the Governance Model * Bully Broads, Iron Maidens, Queen Bees, and Ice Queens Part II: Climbing the Corporate Ladder: Myths and Realities * Routes to the Top: The Advice * The Road to the Top: The Evidence * The 2005 Proxy Data * Women and Minorities in Organizations: The Legacy of Tokenism Part III: Corporate Governance and the Keeper of the Keys to the Boardroom * Corporate Governance in America * Women, Culture, and the U.S. Model of Corporate Governance * Women in Corporate Governance: The Numbers versus the Expectations Part IV: Getting a Seat at the Boardroom Table * Paradigm Shifts: A Tale of Three Women * Prescriptions Appendix A: Fortune 500 Corporations 187 with No Women Directors Appendix B: Fortune 500 Corporations 189 with a Single Woman Director Notes Bibliography Index About the Author

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Book SynopsisThe second edition of the first and only concise introduction to American business insolvency law, this volume provides a succinct overview of American business bankruptcy as it is actually practiced, integrating the law as written and implemented, and now includes coverage of the Small Business Reorganization Act.Trade Review‘The author’s second edition of his primer on American Business Bankruptcy provides a concise and accessible description of the key chapters of the US Bankruptcy Code. This book would be quite useful to students of insolvency law and indeed anyone who wishes to develop a working knowledge of the key aspects of the American insolvency framework. It is direct and clear, while also providing enough depth and discussion that it would also be useful from a comparative perspective. It is a very practical synthesis which, in the second edition, integrates the recent Small Business Reorganisation Act.’ -- Jennifer L.L. Gant, eurofenix‘Stephen Lubben has provided the go-to overview of the American business bankruptcy system. American Business Bankruptcy is the ideal book for anyone looking to understand the overall design of business restructuring in the United States.’ -- Adam Levitin, Georgetown University Law Center, USTable of ContentsContents: Preface PART I BUSINESS BANKRUPTCY BASICS 1. Some historical context 2. The central core of business bankruptcy – section 109 PART II ELEMENTS COMMON TO ALL BUSINESS BANKRUPTCIES 3. The estate and the automatic stay 4. Creditors’ claims against the estate 5. Executory contracts and unexpired leases 6. The avoidance powers PART III LIQUIDATION UNDER CHAPTER 7. An introduction to chapter 7 of the Bankruptcy Code 8. The chapter 7 trustee 9. Distributing the chapter 7 estate 10. Special chapter 7 cases PART IV REORGANIZATION UNDER CHAPTER 11 11. An introduction to chapter 11 of the Bankruptcy Code 12. Stabilizing the debtor’s business in chapter 11 13. Committees 14. Professionals 15. The plan – formulation and voting 16. The plan – confirmation (consensual) 17. The plan – confirmation (cramdown) 18. 363 sales 19. Prepacks 20. The effects of plan confirmation 21. Small businesses in chapter 11 PART V TRANSNATIONAL BUSINESS BANKRUPTCY UNDER CHAPTER 22. An introduction to chapter 15 of the Bankruptcy Code Index

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Book SynopsisThis unique book provides readers with a concise yet rigorous outline of the English corporate insolvency framework as it is practised in domestic and cross-border cases. In doing so, this primer provides clear and accessible guidance on what is often considered to be a highly technical subject.Trade Review‘To simplify access to this world, but in an intelligent, yet comprehensive, way comes this primer, written by two young scholars in the field, whose publications have become increasingly noteworthy in the way they challenge orthodoxies and provide fresh insights into the objects of their research. This attention to detail and how best to inculcate an understanding of the subject prompts this work, whose content, in five parts, addresses the broad structure of the topic from an introduction to the field, liquidation and receivership, rescue procedures, directorial misconduct and the international dimension of procedures.’ -- Paul Omar, INSOL Europe‘The book English Corporate Insolvency Law is, as its subtitle says, a primer. It offers an introduction and analysis guide and update readers with the recently significantly revised English corporate insolvency rules and procedures. Readers will not be disappointed as it gives a well-reasoned overview of the full system, including references to case law and literature.’ -- Bob Wessels blog‘English Corporate Insolvency Law: A Primer by Eugenio Vaccari and Emilie Ghio is a welcome addition to the literature on corporate insolvency and restructuring. It is written in a very accessible, yet detailed and thoughtful, manner. The authors are justly known as academic experts in this field and have many publications to their credit. In that light, this work should receive due attention as a primer for all those wishing to embark on the study or appreciation of this fascinating and highly topical subject.’ -- Paul Omar, De Montfort University, UKTable of ContentsContents: Preface PART I INTRODUCTION TO CORPORATE INSOLVENCY LAW 1. The financial context of insolvency 2. The roots and history of insolvency law 3. The institutional setting PART II LIQUIDATION, RECEIVERSHIP AND DISTRIBUTION OF ASSETS 4. Liquidation 5. Administrative receivership 6. Gathering and distributing assets and dividends PART III RESCUE PROCEDURES 7. Administration 8. Management of companies in distress and CVAs 9. Restructuring procedures PART IV INVESTIGATING AND SUPPRESSING MISCONDUCT 10. Directors’ duties 11. Malpractice before and during liquidation (and administration) 12. Adjustment or avoidance of prior transactions 13. Criminal offences 14. Disqualification and personal liability PART V CROSS-BORDER INSOLVENCY LAW 15. The theoretical underpinnings of cross-border insolvency law 16. The international and European frameworks for cross-border insolvency law 17. The domestic framework for cross-border insolvency cases Index

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Book SynopsisTrade Review‘The chapters in this Handbook present a comprehensive and sophisticated analysis of the wide-ranging initiatives of non-state actors to improve the human rights performance of global firms. An impressive and informative collaborative effort by two dozen distinguished scholars that tells us both what we now know and what we still need to learn about this important subject.’ -- David Vogel, University of California, Berkeley, US‘A remarkable work with an impressive line-up of experts from different fields which provides an in-depth analysis of a wide range of issues pertaining to the field of business and human rights. A must read for anyone interested or working in the field!’ -- Claire Bright, NOVA School of Law, PortugalTable of ContentsContents: 1 Global governance of business and human rights: introduction 1 Axel Marx, Kari Otteburn, Diana Lica, Geert van Calster and Jan Wouters 2 The United Nations Draft Treaty on Business and Human Rights: an analysis of its emergence, development and potential 21 Radu Mares 3 Business and human rights and regional systems of human rights protection: applying a governance lens 44 Claire Methven O’Brien 4 The United Nations Guiding Principles on Business and Human Rights: what contribution are the National Action Plans making? 75 Carmen Márquez Carrasco 5 Transparency and human rights in global supply chains: from corporate-led disclosure to a right to know 99 Olga Martin-Ortega 6 Human rights due diligence instruments: evaluating the current legislative landscape 120 Robert McCorquodale 7 Public procurement as an instrument to pursue human rights protection 142 Sope Williams-Elegbe 8 Voluntary standards for business and human rights: reviewing and categorizing the field 161 Andreas Rasche 9 The efficacy of voluntary standards, sustainability certifications, and ethical labels 176 Elizabeth A. Bennett 10 No ISO fix for human rights: a critical perspective on ISO 26000 guidance on social responsibility 204 Stéphanie Bijlmakers 11 Seeking remedies for corporate human rights abuses: what is the contribution of OECD National Contact Points? 228 Kari Otteburn and Axel Marx 12 Business and human rights: what role for National Human Rights Institutions? 253 Linda C. Reif 13 The role of Human Rights Ombudsman Institutions in business and human rights 273 Jernej Letnar Černič 14 Regulating human rights in the textile sector: smoke and mirrors 290 Justine Nolan 15 The electronics industry: governance of business and human rights against a background of complexity 311 Peter Pawlicki 16 Biotechnologies and concentration in the agro-biochemical-technological market: risks and challenges for human rights 333 Ana Luiza da Gama e Souza 17 Human rights and the global construction sector: deconstructing the challenges faced by low-wage workers 357 David Segall 18 Ensuring financial sector compliance with human rights: from the UNGPs to complicity 379 Marta Bordignon Index

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Book SynopsisA thoroughly updated new edition of this successful and influential text, it helps students gain a critical understanding of the key debates shaping the field of company law.The new edition has been updated to include many substantial developments in company law, specifically the area of board diversity, corporate social responsibility, shareholder control, director remuneration and human rights.

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Book Synopsis

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