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Book SynopsisDiese Open-Access-Publikation vermittelt Personen aus Wirtschaft und Lehre durch pragmatische und fokussierte Darstellungsweise sowohl die Grundsystematik der Organhaftung als auch die in der Praxis äußerst relevante Problematik der Organhaftung bei unklaren Rechtslagen. Gleichzeitig wird durch Auslegung der Legalitätspflicht untersucht, ob der gegenwärtig in der Rechtsprechung verfolgte Ansatz zur Lösung der Frage nach einer Haftungsprivilegierung bei unklaren Rechtslagen dogmatisch sinnvoll ist oder ob nicht gegebenenfalls durch Rechtsfortbildung ein praktisch und dogmatisch sinnvollerer Lösungsansatz gefunden werden kann.Table of ContentsEinleitung.- Organhaftung bei unklarer Rechtslage.- Lösungsansätze zur Organhaftung bei unklarer Rechtslage.- Fazit des Verfassers.

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Book SynopsisEinführung.- Grundlagen.- Terminologie/Eingrenzung des formalen Untersuchungsgegenstands.- Die Unternehmenskrise am Rande der Insolvenz.- Die Interessen innerhalb einer Gesellschaft.- Die Brisanz infolge kürzlich ergangener Regelungen.- Die Geschäftsleiterverantwortung in der Unternehmenskrise.- Pflichten und Haftung der Geschäftsleiter.-  Neuralgische Punkte des gegenwärtigen Restrukturierungsrechts.- Regelungsperspektiven.- Pflichten der Geschäftsleiter.- Haftung der Geschäftsleiter.- Schlussbetrachtung.- Reformbedarf.- Thesenartige Zusammenfassung.

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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 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 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 SynopsisTrade ReviewCorporate Sovereignty provides a genealogy of corporate power, and argues that it is historically and ontologically linked to modern political sovereignty. Joshua Barkan takes the reader with care and attention through complex legal debates, and draws out those aspects that are fascinating in the contemporary context. He contributes to the academic debate concerning understandings of corporate power in the age of globalization, and speaks to theoretical debates concerning the theoretisation of the exception, as is done through the work of Agamben and others. The result is a wonderful book that genuinely sheds new light on our current understandings of corporate power.—Marieke de Goede, University of AmsterdamTable of ContentsContentsIntroduction1. The Sovereign Gift2. Property3. Personhood4. Territory5. Responsibility6. The Corporate UniversityConclusionAcknowledgmentsNotesIndex

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

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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 SynopsisCorporate Finance for Lawyers explores the intricate relationship between law and corporate finance. Utilising the ‘Financial Mindmap’ throughout, chapters depict financial concepts by using colours and visualisations in a clear and intuitive manner.Trade Review‘Using an easy to follow financial tool the authors explain how key elements of corporate finance including leverage finance, company valuations, secured lending and non-interest bearing finance work and interrelate, how returns are achieved and what terms like enterprise value and working capital really mean. They do so in an innovative way drawing together finance theory and the reality of practice to produce what is likely to be a key foundation text not just for corporate lawyers but all those working in the world of M&A and finance.’ -- Chris Hale, Chair Emeritus, Private Equity and Financial Sponsors‘This work presents a great utility in how it addresses issues affecting businesses from legal, economic, financial and accounting perspectives from the moment of setting up to when a business experiences financial difficulties. The treatment is holistic, the materials from impeccable sources and the arguments firmly grounded in the authors' many years of experience. Without doubt, it is an important and timely text.’ -- Paul Omar, De Montfort Leicester Law School, UKTable of ContentsContents: 1 Introduction to law and corporate finance Rolef de Weijs 2. Does leverage create value? Rolef de Weijs 3. Corporate finance and company valuation: why cash became king Joost de Vries and Rolef de Weijs 4. Discounted cash flow valuation and indirect cash flow analyses: retracing the cash Joost de Vries 5. Secured credit and its use: distinguishing between productive and non-productive credit Rolef de Weijs 6 Hybrid finance by means of shareholder loans Rolef de Weijs 7. Financing through shareholder guarantees Aart Jonkers 8 Reorganisation procedures Aart Jonkers and Rolef de Weijs 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 SynopsisTrade Review‘This field guide to AI Law takes you on a thorough tour of the legal and regulatory AI landscape, both as it currently stands and how it might look in the future. You can tell Lothar has spent a lot of time considering the concrete problems and risks with AI and how they might play out in a business setting. He does a masterful job laying out the practical steps in-house counsel can take now to mitigate legal threats, protect consumer data, and have a plan in place for when regulators come calling.’ -- Maria Dinzeo, Journalist, Law.com, US‘With this terrific and incredibly timely Guide, Prof. Determann confirms his unique talent to be able to foresee and anticipate the main legal challenges which digitization raises for lawyers, companies, agencies at local and federal level but also for legal scholars and students. It is, by far, the best and most complete travelling compass, clear, structured and advanced, for anybody who needs an AI law road star. Unmissable.’ -- Oreste Pollicino, Professor of Constitutional Law and Media Law, Bocconi University, Italy‘Artificial intelligence has taken the digital and legal worlds by storm. Drawing on his extensive experience navigating the digital revolution, Lothar Determann has thoughtfully framed the latest and possibly most dramatic phase. His AI Guide provides legal professionals and their clients with systematic checklists for traversing this new frontier.’ -- Peter S. Menell, University of California at Berkeley School of Law, US‘Determann’s Field Guide is an essential read for anyone grappling with policies, processes and procedures for the use of generative AI. Determann skilfully navigates the reader through a constantly shifting technology and legal landscape. This is a “must read” for anyone seeking to understand what’s at stake in developing a practical framework for using AI in an organizational context.’ -- Ardi Kolah, Founding Editor-in-Chief, Journal of Data Protection and Privacy, UK‘As always, what a masterpiece, this book on artificial intelligence law, typical of Dr. Lothar Determann. This book has extensively consolidated legal requirements and best practices through extensive coverage of topics, such as data protection, ownership of AI, drafting documentation, assessing impacts and mitigating risks and essential checklists. Dr. Lothar’s knowledge, experience, and expertise in the field of artificial intelligence is extensively displayed across the chapters and this book will be most useful and a must read for lawyers and corporate professionals across jurisdictions.” -- Anand Mehta, Partner, Khaitan and Co., IndiaTable of ContentsContents: About Your Guide Orientation Key terms The Landscape 1 Artificial intelligence law 2 Starting an AI law compliance program 3 Drafting documentation 4 Assessing impacts and mitigating risks 5 AI agreements 6 Protocols 7 Maintaining and auditing compliance Checklist: AI Law Compliance Resources List of abbreviations Index

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Book SynopsisTrade Review‘This field guide to AI Law takes you on a thorough tour of the legal and regulatory AI landscape, both as it currently stands and how it might look in the future. You can tell Lothar has spent a lot of time considering the concrete problems and risks with AI and how they might play out in a business setting. He does a masterful job laying out the practical steps in-house counsel can take now to mitigate legal threats, protect consumer data, and have a plan in place for when regulators come calling.’ -- Maria Dinzeo, Journalist, Law.com, US‘With this terrific and incredibly timely Guide, Prof. Determann confirms his unique talent to be able to foresee and anticipate the main legal challenges which digitization raises for lawyers, companies, agencies at local and federal level but also for legal scholars and students. It is, by far, the best and most complete travelling compass, clear, structured and advanced, for anybody who needs an AI law road star. Unmissable.’ -- Oreste Pollicino, Professor of Constitutional Law and Media Law, Bocconi University, Italy‘Artificial intelligence has taken the digital and legal worlds by storm. Drawing on his extensive experience navigating the digital revolution, Lothar Determann has thoughtfully framed the latest and possibly most dramatic phase. His AI Guide provides legal professionals and their clients with systematic checklists for traversing this new frontier.’ -- Peter S. Menell, University of California at Berkeley School of Law, US‘Determann’s Field Guide is an essential read for anyone grappling with policies, processes and procedures for the use of generative AI. Determann skilfully navigates the reader through a constantly shifting technology and legal landscape. This is a “must read” for anyone seeking to understand what’s at stake in developing a practical framework for using AI in an organizational context.’ -- Ardi Kolah, Founding Editor-in-Chief, Journal of Data Protection and Privacy, UK‘As always, what a masterpiece, this book on artificial intelligence law, typical of Dr. Lothar Determann. This book has extensively consolidated legal requirements and best practices through extensive coverage of topics, such as data protection, ownership of AI, drafting documentation, assessing impacts and mitigating risks and essential checklists. Dr. Lothar’s knowledge, experience, and expertise in the field of artificial intelligence is extensively displayed across the chapters and this book will be most useful and a must read for lawyers and corporate professionals across jurisdictions.” -- Anand Mehta, Partner, Khaitan and Co., IndiaTable of ContentsContents: About Your Guide Orientation Key terms The Landscape 1 Artificial intelligence law 2 Starting an AI law compliance program 3 Drafting documentation 4 Assessing impacts and mitigating risks 5 AI agreements 6 Protocols 7 Maintaining and auditing compliance Checklist: AI Law Compliance Resources List of abbreviations Index

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Book SynopsisPost-crisis Trajectories of European Corporate Governance offers a critical reassessment of policy and institutional elements of corporate governance as it relates to the member states of the European Union.Table of Contents1 Introduction: Exploring Post-crisis Trajectories of European Corporate Governance Alan Dignam and Michael Galanis 2 Preventing the Next Financial Crisis? Regulating Bankers' Pay in Europe Andrew Johnston) 3 Market Discipline and EU Corporate Governance Reform in the Banking Sector: Merits, Fallacies, and Cognitive Boundaries Emilios Avgouleas and Jay Cullen 4 The Financial Crisis: A Reason to Improve Shareholder Protection in the EU? Jonathan Mukwiri and Mathias Siems 5 Post-crisis Corporate Governance and Labour Relations in the EU (and Beyond) Charlotte Villiers 6 Harmonization Process for Effective Corporate Governance in the European Union: From a Historical Perspective to Future Prospects Veronique Magnier 7 Understanding the Board of Directors after the Financial Crisis: Some Lessons for Europe Joseph A. McCahery and Erik P.M. Vermeulen 8 Developing Two-tiered Regulatory Competition in EU Corporate Law: Assessing the Impact of the Societas Privata Europaea Martina Eckardt and Wolfgang Kerber

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Book SynopsisEnterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.In this collection of essays edited by Professor Zenichi Shishido, a wide range of leading scholars examine the firm as an incentive mechanism and show how law the whole legal system affect the incentive bargain between the firm's major players, positively with markets and social norms. They establish that enterprise law is not always effective in its attempt to affect the incentive bargain of the firm by itself, but instead works by interacting complementarily with markets and social norms.Demonstrating the dynamic relationship between parts and the whole of enterprise law, this exceptional book will be of special interest to comparative law, and law and economics scholars and students.Contributors: K.M. Ayotte, K.G. Dau-Schmidt, T. Eguchi, B.C. Ellis, D. Gamage, M.P. Gergen, G. Goto, B.E. Hermalin, Y. Higashi, A. Hoshi, H. Iida, H. Itoh, H.E. Jackson, T. Kitagawa, C.J. Milhaupt, H. Miyajima, E.R. Morrison, S. Osaki, K. Osugi, J.M. Ramseyer, S. Rana, R. Romano, K. Sekiguchi, Z. Shishido, W. Tanaka, A. Tokutsu, G. Triantis, J.H. Verkerke, T. Watanabe, N. YanagawaTable of ContentsContents: Introduction: The Incentive Bargain of the Firm and Enterprise Law: A Nexus of Contracts, Markets, and Laws Zenichi Shishido PART I: THE INCENTIVE BARGAINING BETWEEN EMPLOYEES AND MANAGEMENT 1. What We Know (and Don’t Know) About How Employment Protection Laws Affects Employment J.H. Verkerke 2. Complementarity among the Abusive Dismissal Rule, Company Community Norms, and an Illiquid External Labor Market: Transformation of Directors’ Fiduciary Duty under Japanese Corporate Law Toru Kitagawa 3. The Relative Bargaining Power of Employers and Unions in the Global Information Age: A Comparative Analysis of the United States and Japan Kenneth G. Dau-Schmidt and Benjamin C. Ellis 4. Employee Stock Purchase Plan in Japan Yosuke Higashi Comments Hideshi Itoh PART II: THE INCENTIVE BARGAINING BETWEEN CREDITORS AND MANAGEMENT 5. The Role of Debt in the Governance of US Business Corporations George Triantis 6. Senior Creditor Control in Chapter 11 Kenneth M. Ayotte and Edward R. Morrison 7. Cramdown v. Extinguishing Security Interests: Secured Claims in Bankruptcy in the United States and Japan Wataru Tanaka 8. Reduction of Retirees’ Benefits upon the Reorganization of a Company Gen Goto Comments Noriyuki Yanagawa PART III: THE INCENTIVE BARGAINING BETWEEN SHAREHOLDERS AND MANAGEMENT 9. Takeover Law and Managerial Incentives in the United States and Japan Curtis J. Milhaupt 10. Management–Shareholder Relations in Japan: What’s Next after Cross-Shareholdings? Takaaki Eguchi 11. Regulation of Bank Shareholding: A Functional and Historical Analysis Akira Tokutsu 12. Reappraising the Role of Appraisal Remedy Hidefusa Iida and Kenichi Sekiguchi 13. Appraisal or Injunction? Corporate Takeovers under Uncertain Judicial Valuation Akio Hoshi 14. Stagnant Japan? Why Outside (Independent) Directors Have Been Rare in Japanese Companies Kenichi Osugi Comments Hideaki Miyajima PART IV: THE ROLES OF GOVERNMENTS 15. Taxation and Incentives in the Business Enterprise David Gamage and Shruti Rana 16. Income Tax and Incentives for Corporate Transactions: A Japanese Perspective Tetsuya Watanabe 17. Tax Law Influences on the Form and Substance of Equity Compensation in the United States Mark P. Gergen 18. Public Enforcement: An Update of Literature on Resource-Based Evidence Howell E. Jackson 19. Transparency and Corporate Governance Benjamin E. Hermalin 20. Reverse Engineering SOX versus J-SOX: A Lesson in Legislative Policy Zenichi Shishido and Sadakazu Osaki 21. Regulating in the Dark Roberta Romano Comments Noriyuki Yanagawa General Comments Mark Ramseyer Index

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

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Book SynopsisComparative Insolvency Law argues that the most important development in contemporary insolvency law and practice is the shift towards a rescue culture rather than full creditor satisfaction. This book is the first to specifically examine the rise of the pre-packaged approach, which permits debtor companies to formulate a clear pre-arranged exit before entering into formal insolvency proceedings. The book offers a comparative and critical analysis of the law and practice of the pre-pack approach to corporate rescue in the UK, the USA, and in key EU jurisdictions, and explains the reasons behind the popularity of the UK as forum law for European companies approaching insolvency. Highlighting the advantages and shortcomings of the process, Bo Xie discusses in depth the different approaches adopted in these various jurisdictions to deal with opportunistic use of pre-packs. She also considers proposals to redress the balance within UK pre-packaged administrations by inserting higher transparency and scrutiny safeguards.This highly topical study is a must-read for scholars and legal practitioners working in the fields of corporate insolvency and restructuring.It will also prove of great value to insolvency regulators owing to its topical and in-depth analysis of current developments in the law.Trade Review'The focus of this text is on the pre-pack strategy, but the author sensibly locates this analytical spotlight within the broader environment of corporate insolvency law, particularly the rescue context. Bo Xie engages fully with the heated debate(s) associated with pre-packs and supports her analysis with extensive underpinning research drawn from scholarly literature, practitioner insights and policy documents. The work is lucid and comprehensive with a strong comparative element. Deserving of wide readership, It is an essential primary point of reference for any future discourse within the field.' --David Milman, Lancaster University, UK'Dr Xie's book is the first work of comparative legal scholarship of which I am aware that deals comprehensively with the emergence of pre-pack insolvencies across a range of jurisdictions, legal traditions and institutional settings. It is an excellent resource for any academic, policymaker, regulator or practitioner interested in understanding convergence and divergence in law and practice in the UK, US and Europe as regards this aspect of insolvency law.' --Adrian Walters, Illinois Institute of Technology'This is a scholarly and comprehensive analysis and critique of the popular ''pre-pack'' form of administration of an insolvent company. As well as a detailed account of the UK law, there is material on comparable mechanisms under US, French, German and Dutch law. The analysis leads to some very important recommendations for improvement of the current UK position. All policy-makers, academics and students with an interest in the subject should read it.' --John Birds, University of Manchester and University of Sheffield, UKTable of ContentsContents: Preface PART I Introduction 1. Corporate Rescue - The New Orientation of Insolvency Law PART II Pre-packs in the UK 2. A Critical Appraisal of The Rise of Pre-pack Administrations 3. Pre-pack Business Sales to Connected parties – The Uneasy Case for Pre-pack Administrations 4. Safeguards for Creditors – An Evaluation of UK Reform Initiatives PART III Pre-packs in the USA 5. Pre-packaged Reorganisation under Chapter 11 6. Pre-Plan Sales under s 363(b) under Chapter 11 PART IV Pre-packs in Europe 7. The Use of the Pre-pack Approach in Key European Jurisdictions 8. Pre-packs and Insolvency Forum Shopping PART V Conclusion 9. Conclusion Index

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Book SynopsisProfessor Mike Koehler has brought to this volume the clear-eyed perspective that has made his FCPA Professor website the most authoritative source for those seeking to understand and apply the FCPA. This is a uniquely useful book, laying out systematically the history and rationale of the FCPA, as well as its evolution into a structure governed as much by lore as by law. It will be valuable both to those who counsel international corporations, whether in connection with immediate crises or long-term strategies; and to those who contemplate what the FCPA has become, and how it can be improved.'- Michael Mukasey, Former U.S. Attorney General'This is the single most comprehensive academic treatment of the Foreign Corrupt Practices available. Professor Koehler's book will become the authoritative standard for the field. The book not only treats the history of the FCPA, but analyzes the statute's elements in detail, discusses current cases, and makes proposals for reforms where the current law is deficient. The book is written in a clear, accessible style and I will use it often as a resource for my own scholarly work.'- Daniel Chow, Associate Dean for International and Graduate Programs, The Ohio State University Michael E. Moritz College of Law, USA'An excellent and thought-provoking book by a great expert. Backed up by rigorous analysis of cases, Professor Koehler constantly challenges those involved in anti-corruption work by asking the question 'why?' He puts forward many constructive and well-argued suggestions for improvements that need to be considered. I have learned a lot from Professor Koehler over the years and I can thoroughly recommend this book.'- Richard Alderman, Former Director of the UK Serious Fraud OfficeThe Foreign Corrupt Practices Act (FCPA) has emerged as a top concern for companies doing business in the global marketplace. This book is the first of its kind given its comprehensive and provocative coverage of the FCPA and its many related legal and policy issues.In The Foreign Corrupt Practices Act in a New Era, Professor Koehler dissects the FCPA's new era and confronts the FCPA statutory text, legislative history, judicial decisions, enforcement agency guidance, and resolved FCPA enforcement actions.Written by a former FCPA attorney with expert knowledge and experience relevant to the issues discussed, the book injects innovative concepts to the study of the FCPA and its enforcement such as the 'world's most ethical FCPA violators,' 'the façade of enforcement' the 'three buckets' of FCPA financial exposure, 'FCPA Inc. and the business of bribery,' and the 'offensive use' of the FCPA. The book places an emphasis on learning FCPA issues incrementally in the belief that foundational knowledge (such as general legal principles and general Department of Justice and Securities and Exchange Commission enforcement policies and resolution vehicles) will best enhance understanding and comprehension of specific FCPA topics.Understanding the FCPA's new era is a fundamental skill-set for a diverse group of professionals navigating the global marketplace. This book provides a toolkit that will help readers from the boardroom to the courtroom to the classroom better understand the FCPA, FCPA enforcement, FCPA compliance strategies, and the many legal and policy issues present in this new era.Contents: Prologue Introduction and Overview 1. Before the New Era: The Story of the FCPA and Its Early Enforcement 2. FCPA Foundational Knowledge 3. The FCPA's Anti-Bribery Provisions 4. The FCPA's Books and Records and Internal Controls Provisions 5. FCPA Enforcement 6. Reasons for the Increase in FCPA Enforcement 7. The FCPA's Long Tentacles 8. FCPA Compliance and Best Practices 9. FCPA Reform Conclusion IndexTrade Review‘Professor Mike Koehler has brought to this volume the clear-eyed perspective that has made his FCPA Professor website the most authoritative source for those seeking to understand and apply the FCPA. This is a uniquely useful book, laying out systematically the history and rationale of the FCPA, as well as its evolution into a structure governed as much by lore as by law. It will be valuable both to those who counsel international corporations, whether in connection with immediate crises or long-term strategies; and to those who contemplate what the FCPA has become, and how it can be improved.’ -- Michael Mukasey, Former U.S. Attorney General‘This is the single most comprehensive academic treatment of the Foreign Corrupt Practices available. Professor Koehler’s book will become the authoritative standard for the field. The book not only treats the history of the FCPA, but analyzes the statute’s elements in detail, discusses current cases, and makes proposals for reforms where the current law is deficient. The book is written in a clear, accessible style and I will use it often as a resource for my own scholarly work.’ -- Daniel Chow, Associate Dean for International and Graduate Programs, The Ohio State University Michael E. Moritz College of Law, US‘An excellent and thought-provoking book by a great expert. Backed up by rigorous analysis of cases, Professor Koehler constantly challenges those involved in anti-corruption work by asking the question “why?” He puts forward many constructive and well-argued suggestions for improvements that need to be considered. I have learned a lot from Professor Koehler over the years and I can thoroughly recommend this book.’ -- Richard Alderman, Former Director of the UK Serious Fraud Office‘The Foreign Corrupt Practices Act in a New Era, by the law professor Mike Koehler, provides a fascinating and thorough analysis of the Foreign Corrupt Practices Act (FCPA). . . the contribution this new volume makes to the field is unequivocally substantial.’ -- Peter Reilly, International Trade Law and RegulationTable of ContentsContents: Prologue Introduction and Overview 1. Before the New Era: The Story of the FCPA and Its Early Enforcement 2. FCPA Foundational Knowledge 3. The FCPA’s Anti-Bribery Provisions 4. The FCPA’s Books and Records and Internal Controls Provisions 5. FCPA Enforcement 6. Reasons for the Increase in FCPA Enforcement 7. The FCPA’s Long Tentacles 8. FCPA Compliance and Best Practices 9. FCPA Reform Conclusion Index

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Book SynopsisThe recent financial crisis and associated real estate bubble demonstrated the damage that can be caused by imperfect financial market pricing. On the basis of these imperfections, strong financial returns earned by financial institutions in the run-up to 2008 were, in fact, illusory.Executive Compensation in Imperfect Financial Markets explores the relationship between bank lending, real estate markets and stock market prices. Offering a heterodox view of financial market pricing and its relationship with executive pay, this book offers a competing interpretation of the recent crisis, which emphasizes the role of bank leverage and investor expectations in generating instability - particularly through the interaction of financial institutions with the real estate market. In the process, it reveals that equity-based compensation incentivized increased bank leverage, which was a cardinal cause of the crisis.This timely book will be an essential read for all legal scholars and policy analysts operating in the field of banking and finance, as well as all those seeking a more rounded understanding of the financial crisis.Contents: 1. Introduction 2. An Analysis of the Role of Executive Compensation 3. Theories of Securities Market Operation: Principles and Flaws 4. Minsky and the Financial Instability Hypothesis: Implications for Market Efficiency 5. The Global Financial Crisis and the Complex Relationship between Asset Prices, Leverage, and Financial Instability 6. Post-Crisis Reform to Executive Compensation at Financial Institutions 7. Reconstituting Executive Compensation at Financial Institutions: Proposals for Reform 8. Conclusions IndexTrade Review'Jay Cullen's important book challenges the conventional wisdom that financial corporations will automatically further the public good as long as senior managers' pay is aligned with the share price. Drawing on behavioural finance and Minskyan economics, Cullen shows that flawed market pricing can cause, and result from, excessive risk-taking. As seen most recently in the financial crisis, these practices leads to enormous social costs, yet regulators face considerable pressure not to intervene in these market outcomes. The inclusion of an overview of recent regulation in this fast-moving area, as well as further suggestions for reform, makes this lucid and topical book essential reading for researchers and policy-makers in the field of corporate governance.' --Andrew Johnston, School of Law, University of Sheffield, UK'So much work on executive remuneration has looked at the specifics of executive compensation schemes without raising fundamental questions about capital markets' ability to price companies properly. This book has come to close this gap. With crisp and informed analysis of capital market dysfunctionalities, Dr Cullen's book brings an entirely new perspective on how to fix a broken system. Corporate boards, lawyers, and economists should all take stock of Cullen's argument.' --Emilios Avgouleas, University of Edinburgh, UK'Cullen's timely and important book demonstrates exactly what the problem is with executive compensation in banking and how to improve it. The current populist approach to simply cut banker pay is rejected in favour of a far more nuanced approach, fully cognizant of the inefficiencies in the very markets which value bonus share awards. The book encourages a much-needed long-term approach to compensation whilst also examining in an intelligent way the flaws in our seemingly efficient markets.' --Trevor Pugh, Head of Sterling Trading, HSBCTable of ContentsContents: 1. Introduction 2. An Analysis of the Role of Executive Compensation 3. Theories of Securities Market Operation: Principles and Flaws 4. Minsky and the Financial Instability Hypothesis: Implications for Market Efficiency 5. The Global Financial Crisis and the Complex Relationship between Asset Prices, Leverage, and Financial Instability 6. Post-Crisis Reform to Executive Compensation at Financial Institutions 7. Reconstituting Executive Compensation at Financial Institutions: Proposals for Reform 8. Conclusions Index

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

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Book SynopsisProfessors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf.'- James D. Cox, Duke University, USWhile the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists.This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.This Handbook s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students.Contributors: A. Afsharipour, R. Axberg, E. Berry, B.T. Borden, D.M. Branson, C.V. 'Cass' Brewer, J.W. Callison, A.A.S. de Camargo, D.A. DeMott, A.G. Donn, F.A. Gevurtz, N. Grossman, M.M. Harner, J.M. Heminway, N.C. Howson, J. Ivey-Crickenberger, R.R. Keatinge, J.T. Laster, A. Jen-Guang Lin, M.J. Loewenstein, M. Manesh, A. Martin Rhodes, B. Means, J.H. Murray, P.B. Oh, V. Orlov, T.E. Rutledge, Z. Shishido, L.E. Strine, D.J. WeidnerTrade Review‘Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who’s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic’s bookshelf.’ -- James D. Cox, Duke University, USTable of ContentsContents: Introduction PART 1 CONTRACTUAL FREEDOM 1. The Siren Song of Unlimited Contractual Freedom Leo E. Strine Jr. and J. Travis Laster 2. Freedom of Contract for Alternative Entities in Delaware: Myth or Reality? Mark J. Loewenstein 3. Contractual Freedom and Family Business Benjamin Means PART 2 INTERNAL RELATIONSHIPS 4. Alternative Entities in Delaware—Re-introduction of Fiduciary Concepts by the Backdoor? Douglas M. Branson 5. Achaian and Interest Transfers among Existing Partners and Members J. William Callison 6. Agency in the Alternatives: Common-law Perspectives on Binding the Firm Deborah A. DeMott PART 3 RELATIONSHIPS WITH THIRD PARTIES 7. Is the Liability of Limited Liability Entities Really Limited? Allan G. Donn 8. Mitigating the Impact of a Counterparty LLC’s Financial Distress Jennifer Ivey-Crickenberger and Michelle M. Harner 9. Attacking Asset Protection LLCs Franklin A. Gevurtz PART 4 TAX AND ACCOUNTING 10. Tax Aspects of Partnerships, LLCs, and Alternative Forms of Business Organizations Bradley T. Borden 11. Capital Accounts in LLCs and in Partnerships Donald J. Weidner PART 5 DISSOLUTION AND FUNDAMENTAL CHANGES 12. Fundamental Changes in the LLC: A Study in Path-divergence and Convergence Joan MacLeod Heminway 13. Care and Loyalty after the Dissociation from or Dissolution of an Unincorporated Entity Thomas E. Rutledge PART 6 SPECIALIZED ENTITIES 14. Nonprofit and Charitable uses of LLCs Cassady V. “Cass” Brewer 15. State Laboratories and Social Enterprise Law J. Haskell Murray 16. Business Trusts Peter B. Oh 17. The law Firm as an Industry Model for Entity Choice and Management Allison Martin Rhodes and Robyn Axberg PART 7 JUDICIAL AND LEGISLATIVE RESPONSES 18. Harmonization, Rationalization, and Uniformity Robert R. Keatinge 19. Casual Convergence in Unincorporated Entity Law Nadelle Grossman 20. Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware Mohsen Manesh PART 8 INTERNATIONAL PERSPECTIVES ON ALTERNATIVE FORMS 21. Partnership Options in the UK: Good Things Come in Threes Elspeth Berry 22. Legislative Policy of Alternative Forms of Business Organization: The Case of Japanese LLCs Zenichi Shishido 23. Return of the Prodigal Form? Partnerships and Partnership Law in the People’s Republic of China Nicholas Calcina Howson 24. Alternatives to Capital-oriented Corporations under Russian law Vladimir Orlov 25. The Advent of the LLP in India Afra Afsharipour 26. The Evolution of Non-corporate Forms of Business in Taiwan—Introducing the LLP as an Alternative Business Form Andrew Jen-Guang Lin 27. Brazilian Alternatives to the Corporate Form of Organization André Antunes Soares de Camargo 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 SynopsisTransnational corporations (TNCs) have moved to the forefront of regulatory governance both within states and in the international arena. The Research Handbook on Transnational Corporations provides expert background commentary and up-to-date insights into regulatory frameworks impacting on TNCs at global, industry and national levels. Written by global experts in their field, this unique collection of essays provides in-depth understanding of how the forces of globalisation affect the world's largest corporations, and how those corporations, in turn, shape globalisation. Comprehensive yet highly accessible, this is the first major work on the reciprocal impact of TNCs on regulatory processes. The Research Handbook provides guidance on how best to understand the rapidly evolving relationship between TNCs and the processes of treaty making, the formation of global industry standards and the processes of national law making and policy formation (with a focus on resource taxation). Global, industry and national-level case studies are used to explain the basic principles used to support state, private, and international regulatory programs. Delivering both theoretical and practical insights into the regulation of TNCs, this timely and authoritative Research Handbook will be of particular interest to policy makers, industry practitioners and lawyers. Students and academics will also find it to be an invaluable resource.Contributors include: R. Anderson, M. Bowman, L. Catá Backer, A. Chou, A. De Jonge, G. Gilligan, D. Gleeson, M.A. Gonzalez-Perez, V. Harper Ho, J.A. Kirshner, D. Kraal, L. Leonard, R. Lopert, M.E. Monasterio, P. Neuwelt, J. O'Brien, A. Rühmkorf, R. Tomasic, M. WörsdörferTable of ContentsContents: Introduction: Understanding Transnational Corporations in the 21st Century Alice de Jonge and Roman Tomasic PART I THE GLOBAL CONTEXT 1. The Evolving Nature of the Transnational Corporation in the 21st Century Alice de Jonge 2. Theoretical Approaches to Global Regulation of Transnational Corporations Rachel J. Anderson 3. The Evolving Relationship between TNCs and Political Actors and Governments Larry Catá Backer 4. The UN Global Compact Maria Alejandra Gonzalez-Perez and Liam Leonard 5. The Equator Principles and the ‘Business and Human Rights Debate’: Hype or Hope? Manuel Wörsdörfer 6. Group Companies: Supply Chain Management, Theory and Regulation Jodie A. Kirshner 7. Global Sourcing through Foreign Subsidiaries and Suppliers: Challenges for Corporate Social Responsibility Andreas Rühmkorf PART II TNC BEHAVIOR AND STRATEGY IN THE 21ST CENTURY: INDUSTRY CASE STUDIES 8. How the Transnational Pharmaceutical Industry Pursues its Interests Through International Trade and Investment Agreements: A Case Study of the Trans Pacific Partnership Deborah Gleeson, Pat Neuwelt, Erik Monasterio and Ruth Lopert 9. A Case in Supply Chain and Business Sustainability: Samsung’s Management of Human Rights in Consumer Electronics Manufacturing Anna Chou PART III TNC BEHAVIOUR AND STRATEGY IN THE 21ST CENTURY: COUNTRY CASE STUDIES 10. China’s Investment Traditions and the Modern Transnational Corporation Megan Bowman, George Gilligan and Justin O’Brien 11. Capital Market Disclosure Regimes: Advancing Accountability for Chinese TNCs Virginia Harper Ho 12. Transnational Corporations and Mining Tax Reform: The Story of the Australian Mineral Resources Rent Tax Revolt Roman Tomasic 13. Risks and Fiscal Concerns in the Extraction of Natural Resources: A study of transnational corporations in Papua New Guinea Diane Kraal Index

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