Company law Books

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 SynopsisThis edited collection brings together leading academics in their respective fields to examine the European Union''s impact on media and public policy. It provides an analysis of the broader areas of EU policy and links these together to give a greater appreciation of the nuances and scope of EU regulatory initiatives and their impact on the member states. Under a broad public interest perspective, the authors provide an assessment of the success of EU policy in protecting the public interest in the culture industries and respecting certain normative principles and balancing these with market dynamics.Trade Review'This comprehensive and indispensable guide to European Union policy for the cultural industries is enlightening, well informed, well written and up to date. Authoritatively covering innovation in European cultural and media governance, competition law and regulation and the articulation of European policies on copyright, protection of minors, film, television and telecommunications, this book is a model of its kind.' Richard Collins, Open University, UK 'An important contribution deserving of wide readership, this comprehensive collection of expert contributions explores the European Union's role across a range of policy issues in the communications sector. At once authoritative and accessible, it sheds light on the complexities of the relationship between the EU institutions and the Member States, providing a fascinating account of the jurisdictional grey areas and the tensions inherent in the EU's system of multi-level governance.' Peter Humphreys, University of Manchester, UK.Table of ContentsThe European Union and the Culture Industries

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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 SynopsisIn todayâs highly globalized and regulated economy, private and public organizations face myriad complex laws and regulations. A process designed to detect and prevent regulatory compliance failures is vital. However, such an effective process cannot succeed without development and maintenance of a strong compliance and legal risk management culture.This wide-ranging handbook pulls together work from experts across universities and industries around the world in a variety of key disciplines such as law, management, and business ethics. It provides an all-inclusive resource, specifying what needs to be known and what needs to be further pursued in these developing areas. With no such single text currently available, the book fills a gap in our current understanding of legal risk management, regulatory compliance, and ethics, offering the potential to advance research efforts and enhance our approaches to effective legal risk management practices.Edited by an expert on lTable of ContentsForeword Introduction Part 1: What are Risk Management, Regulatory Compliance, and Ethics? Chapter 1: Operational Risk Management Chapter 2: Compliance, Corporate Governance, and Corporate Social Responsibility: Part I- The Interplay Between the Company, the Stakeholder and the Regulators Chapter 3: Compliance, Corporate Governance, and Corporate Social Responsibility: Part II-The Interplay Between the Company, the Stakeholder, and Shareholders Chapter 4: Understanding and Managing Behavioral Ethics Risk Chapter 5: Deconstructing Risk – Practical Understanding and Perspectives Chapter 6: Fostering Dialog About the Future of Law as Risk and Compliance are Coming into Their Own Part 2: Contract Risk Management & Insurance Considerations Chapter 7: Insurance: A Look Inside the Claims Department Chapter 8: Contract Risk Management within an Operational Context Chapter 9: Contract Risk and Uncertainty Management Chapter 10: Finding Opportunities in Risk for Small Businesses and Subcontractors Chapter 11: Supply Chain Risk Management Considerations in an Ever-Changing World Part 3: Corporate Compliance & Ethics Challenges Chapter 12: Operationalizing Compliance: Best Practices Chapter 13: Internal Investigations Chapter 14: Human Resources Considerations Chapter 15: The Self-Regulatory Organization’s Role in Promoting Ethical Behavior in Industry Chapter 16: Risk and Compliance Considerations in the Startup World Chapter 17: Corporate Compliance and Ethics Challenges, a European Perspective Chapter 18: Financial Considerations, a Global Perspective Part 4: Cyber, Data Risks and Technological Considerations Chapter 19: Considerations for a Successful Cybersecurity Program Chapter 20: Value and Risk in the Fourth Informational Revolution Chapter 21: The Convergence of Social Media, Technology and Data Chapter 22: Records Management/Records Retention Risk Considerations Chapter 23: Quality Management Considerations Chapter 24: Data Privacy Considerations, an International Viewpoint Chapter 25: Intellectual Property Considerations and Business Risk in China Part 5: Best Practices Emerging from Lessons Learned Chapter 26: Environmental Compliance Risk Management Chapter 27: Compliance Leadership Chapter 28: Ethics and Leadership Chapter 29: Risk and Innovation Chapter 30: Uncertainty Management Chapter 31: A View from the Top

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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 SynopsisThe author examines the structure of the corporate charter market, the impact of takeover regulation and federal securities law, and the spreading of criminalization of corporate duties.

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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 SynopsisThis work offers a step-by-step guide on how to utilize the law as a source of value in organizations. Robert C. Bird demonstrates how legal knowledge can be a valuable asset for firms, providing them with a sustainable competitive advantage that is difficult for rivals to imitate. Bird presents a five-part framework that outlines how firms can use legal knowledge in competitive markets and how they can avoid misusing it. Chapters also highlight how firms can cultivate legal knowledge and apply novel risk tools to overcome unexpected legal threats. The book emphasizes the importance of ethical values in business decisions and shows how managers and lawyers can build an ethical practice of legal knowledge that benefits both business and society. With the help of numerous visuals, this book makes it easy for readers to leverage legal knowledge and apply it to specific business contexts.

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Book SynopsisThis textbook provides readers with the fundamentals and the intent of environmental regulations so that compliance can be greatly improved and streamlined. Through numerous examples and case studies, it explains concepts from how environmental laws are applied and work to why pollution prevention and sustainability are critical for the future of all life on Earth. It is organized to accommodate different needs of students with different backgrounds and career choices. It is also useful for site safety and environmental managers, researchers, technicians, and other young professionals with a desire to apply environmental regulations and sustainability measures to their facilities and stay up to date on recently changed regulations.FEATURES Introduces students to issues of global environmental and sustainability challenges and policy Explains the science behind issues such as climate change, how environmental policy is made at the national a

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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 is the first book to focus on the legal question of the incorporation of arbitration clauses, even though this issue constitutes a common problem that arises frequently in practice. Arbitration Clauses and Third Parties compares different branches of law, namely shipping, reinsurance, and construction, where the legal notion of incorporation is often implemented. It evaluates how the differences and peculiarities of the said branches of law impact the outcome of the incorporation of arbitration clauses and therefore why a âone size fits allâ approach should be avoided. The book provides both an in-depth legal analysis of the incorporation of arbitration clauses as well as the legal position of the third parties regarding arbitration agreements and a detailed evaluation of the relevant case law. It further offers a unique comparative analysis of English law and Singapore law with regards to the incorporation of arbitration clauses and features recent case law on Table of ContentsTable of Cases, Preface, Part I Muddying the Water: Incorporation of Arbitration Clauses in Shipping, Reinsurance, and Construction Chain Contracts, Chapter 1 The Foundations of Incorporation and Arbitration Clauses, Chapter 2 Incorporation of Charterparty Arbitration Clauses into Bills of Lading, Chapter 3 Incorporation of Arbitration Clauses into Reinsurance Contracts, Chapter 4 Construction Contracts and the Incorporation of Arbitration Clauses, Chapter 5 Singapore Law and Incorporation of Arbitration Clauses, PART II Not Incorporation – but a Close Analogy: Arbitration Clauses Binding Third Parties, Chapter 6 Arbitration Agreements and Third Parties, 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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Book SynopsisThis collection of essays provides a rich and contemporary discussion of the principle of pacta sunt servanda. This principle, which requires that valid agreements are to be honoured, is a cornerstone of contract law. Focusing on contributions from Asia, this book shows that, despite its natural and universal appeal, the pacta sunt servanda principle is neither absolute nor immutable. Exceptions to the binding force of contract must be available in limited circumstances to avoid hardship and unfairness. This book offers readers new comparative perspectives on the appropriate balance between contractual certainty and flexibility in an era of social instability. Expert authors, mostly from East and Southeast Asia, explore when their domestic legal systems allow exceptions from the binding force of contracts. Doctrines discussed include impossibility, frustration, change of circumstance, force majeure, illegality as well as rights of withdrawal. Other chapters Table of ContentsPart A. Pacta sunt servanda in changing times1 Pacta sunt servanda, the common law, and Hong KongStephen Hall2 Exceptions to pacta sunt servanda in the Chinese Civil Code Siyi Lin 3 In a Bubble by the Sea: COVID-19, Time and Contract Law in the Macau S.A.R.Célia F. Matias and Monica Chan4 Contracts in the time of COVID-19: common law and statutory solutions in SingaporeWayne Courtney5 The principle of pacta sunt servanda and its exceptions under Japanese contract lawTomohiro Yoshimasa6 Change of circumstances in Korean contract law: An exception to pacta sunt servandaBoeun ChangPart B. Pacta sunt servanda in specific contexts7 The property management service contract with Chinese characteristics: An exception to pacta sunt servanda?Jianbo Lou and Yimeng Ye8 Pacta sunt servanda in the age of cryptocurrency: The case of ChinaChao Xi9 Post-employment non-compete agreements under the Taiwan Labour Standards Act and pacta sunt servandaYalun Yen10 Pacta sunt servanda and the consumer’s right of withdrawalGeraint Howells11 Contract enforcement during the Global Financial Crisis: Lessons for the coming tsunamiKingsley OngPart C. Pacta sunt servanda in international law12 Invoking COVID-19 to suspend or terminate the operation of a treatyHanh Hong Pham and Huong Thi Thu Phung13 Treaties and pacta sunt servanda: A shared concept for the PRC?Noble Po-kan Lo14 Pacta sunt servanda: Comfort letters in an age of instability and strategic rivalry Joel Slawotsky Part D. Conclusion15 Pacta sunt servanda – a maxim and its exceptions in comparative perspectiveNormann Witzleb

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Book SynopsisThis collection of essays provides a rich and contemporary discussion of the principle of pacta sunt servanda. This principle, which requires that valid agreements are to be honoured, is a cornerstone of contract law. Focusing on contributions from Asia, this book shows that, despite its natural and universal appeal, the pacta sunt servanda principle is neither absolute nor immutable. Exceptions to the binding force of contract must be available in limited circumstances to avoid hardship and unfairness. This book offers readers new comparative perspectives on the appropriate balance between contractual certainty and flexibility in an era of social instability. Expert authors, mostly from East and Southeast Asia, explore when their domestic legal systems allow exceptions from the binding force of contracts. Doctrines discussed include impossibility, frustration, change of circumstance, force majeure, illegality as well as rights of withdrawal. Other chapters Table of ContentsPart A. Pacta sunt servanda in changing times1 Pacta sunt servanda, the common law, and Hong KongStephen Hall2 Exceptions to pacta sunt servanda in the Chinese Civil Code Siyi Lin 3 In a Bubble by the Sea: COVID-19, Time and Contract Law in the Macau S.A.R.Célia F. Matias and Monica Chan4 Contracts in the time of COVID-19: common law and statutory solutions in SingaporeWayne Courtney5 The principle of pacta sunt servanda and its exceptions under Japanese contract lawTomohiro Yoshimasa6 Change of circumstances in Korean contract law: An exception to pacta sunt servandaBoeun ChangPart B. Pacta sunt servanda in specific contexts7 The property management service contract with Chinese characteristics: An exception to pacta sunt servanda?Jianbo Lou and Yimeng Ye8 Pacta sunt servanda in the age of cryptocurrency: The case of ChinaChao Xi9 Post-employment non-compete agreements under the Taiwan Labour Standards Act and pacta sunt servandaYalun Yen10 Pacta sunt servanda and the consumer’s right of withdrawalGeraint Howells11 Contract enforcement during the Global Financial Crisis: Lessons for the coming tsunamiKingsley OngPart C. Pacta sunt servanda in international law12 Invoking COVID-19 to suspend or terminate the operation of a treatyHanh Hong Pham and Huong Thi Thu Phung13 Treaties and pacta sunt servanda: A shared concept for the PRC?Noble Po-kan Lo14 Pacta sunt servanda: Comfort letters in an age of instability and strategic rivalry Joel Slawotsky Part D. Conclusion15 Pacta sunt servanda – a maxim and its exceptions in comparative perspectiveNormann Witzleb

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Book SynopsisThis book critically examines the concept of embeddedness: the core concept of an economic sociology of law (ESL).It suggests that our ways of doing, talking, and thinking about law, economy, and society, reproduce and re-entrench mainstream approaches, shaping our thoughts and actions such that we perform according to the model. Taking a deep dive into one example the concept of embeddedness this book combines insights from law, sociology, economics, and psychology to show that while we use metaphor to talk about law and economy, our metaphors in turn use us, moulding us into their fictionalized caricatures of homo juridicus and homo economicus. The result is a groundbreaking study into the prioritization throughout society of interests and voices that align with doctrinal understandings of law and neoclassical understandings of economics: approaches that led us into the dilemmas currently facing society. Zooming out from a detailed exploration of embeddednesTable of ContentsPreface Acknowledgements and return journeys Visualizing socio-legal frames, concepts, and methods 1 Doing, talking, and thinking (and why we’re not getting it right) Crashes, crises, catastrophes Doing, talking, and thinking The law and the economy don’t really exist PS: Nor does society How metaphors use us Constructing reality Introducing homo juridicus and homo economicus An ongoing conceptual commitment to embeddedness Introducing an economic sociology of law (ESL): the home of embeddedness The career of embeddedness in ESL and two conceptual conundrums Embeddedness in academic literature: drawing parallels and drawing conclusions Introducing our “guide” personas: Ann, Polly, and Lillian Bibliography 2 Introducing an economic sociology of law What is an economic sociology of law (ESL)? The role of economic sociology of law: responding to disciplinarity The intellectual heritage of ESL: economic sociology and socio-legal scholarship Socio-legal heritage Economic sociology heritage “Black boxes” and taxonomies Text; subtext; context Empirical; conceptual; normative Econo-socio-legal Instrumental; affective; belief-based; traditional Micro; meso; macro; meta Writing the rules of the game: indicators as technologies of governance ESL is (currently) a pseudo-constructivist lens: boundaries and borderlands Bibliography 3 Embeddedness: A biography of a concept Embeddedness: the origins Talking about embeddedness Karl Polanyi’s always (or never) embedded market The “accidental” revival of embeddedness Critiques of embeddedness Critiques of macro-level embeddedness Critiques of micro-level embeddedness Reconciling macro- and micro-level embeddedness? Reconciling the implications: cognitive and normative embeddedness How might we make embeddedness more consistent? Embedded liberalism Embedded autonomy Reconciling the insights? The embeddedness conundrum is reinvented Bibliography 4 Embeddedness: The internal inconsistencies The internal inconsistency of embeddedness: “what are we talking about?” Block’s interpretation of Polanyian embeddedness Dale’s interpretation of Polanyian embeddedness Doughnut Economics versus The Econocracy Doughnut Economics The Econocracy Emblematic of a wider approach What is embedded? And in what? Bibliography 5 Embeddedness: The external conceptual incompatibilities How we tend to think (our default conceptual tools) How we might think differently (challenging default conceptual tools) Thinking about embeddedness as a black box Proposing an alternative ESL lens: beyond embeddedness Shift 1: from the actor to their interaction Trust is important in understanding interactions Shift 2: embeddedness to feedback loops Understanding feedback loops through performativity Exploring the performativity of law and economics with a thought experiment Beyond homo economicus-juridicus? Bibliography 6 Beyond embeddedness: The next steps What remains of ESL without its core concept of embeddedness? Lingering questions about an ESL lens What, where, or who is “the social”? But “how much?”: the “sociological fallacy” Removing the core concept: what is left? What’s in a name? Linguistic limitations Clean models or dirty hands? ESL, politics, and power: can an ESL lens ever be apolitical? Responding to crashes, crises, catastrophes Our conceptual commitment to embeddedness continues Shoehorning concepts into categories: Happy the Elephant, Chucho the Bear, and their friendsShoehorning concepts into categories: COVID versus the economy? Rebalancing voices and values: becoming ‘homo sociologicus’? “Happy” Bhutan “Sustainable” Oslo Framing the future? Rebalancing voices and values Moving beyond embeddedness? Bibliography Epilogue: Notes about the characters Index

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Book SynopsisThis book is the first comprehensive study of the statutory derivative action in Australia, using the Australian model as a reference point and comparing it with the United Kingdom, Canada, Singapore, New Zealand, Hong Kong and USA counterparts. The book includes an empirical study covering over a 20-year period from the date the statutory framework came into operation, coupled with extensive case law analysis and comparisons with other jurisdictions. It informs the world about the uniqueness of Australiaâs statutory derivative action, and what other countries can learn from it as shareholder protection and promotion of good corporate governance. While some countries have statutory derivative action, there are still countries that do not have the statutory framework that are considering introducing it into their corporate law. This book is also useful for countries that already have their local variants of the statutory derivative action that are considering revising their existing Table of Contents1. Introduction 2. The Need for Statutory Derivative Action and Its Current Problems 3. An Empirical Study of The Statutory Derivative Action in Australia 4. Rethinking The "Good Faith" Requirement in Statutory Derivative Action 5. The "Best Interests of The Company" Requirement in Statutory Derivative Action – Is There a Need for Amendment? 6. Uncertainty in the Recovery of Costs 7. Inspection Of Company Books and Other Factors Affecting the Use of SDA 8. Summary and Conclusion. Bibliography. Appendix A: Corporations Act 2001 (C’th) (Australia), ss.236 – 236 Appendix B: Companies Act 1993 (New Zealand), ss.165-168 Appendix C: Companies Act 1993 (Chapter 50, 2006 Edition) (Singapore), ss.216A – 216B Appendix D: Business Corporations Act RSC 1985 Chapter C-44 (Canada), ss.238 – 240 Appendix E: Business Corporations Act SBC 2002, Ch 57 (British Columbia), ss.232–233 Appendix F: Companies Act 2006 (United Kingdom), ss.260 – 264

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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 SynopsisThis Handbook will be an essential reference for scholars, students, practitioners, policymakers, and general readers interested in how corporate law and governance have exacerbated our most pressing environmental, social and economic challenges, and how reforms to these fields can help us resolve those challenges and achieve sustainability.Trade Review'Bringing together an impressive group of global scholars, this book weaves together insights and analysis of almost every manageable corporate sustainability issue resulting in a thorough and essential guide to corporations' ability to address sustainability challenges. A tour-de-force, this book is essential reading for scholars and corporations alike.' Barnali Choudhury, University College London'Sustainability - of corporations themselves, and of the wider society and environment to which they are inescapably linked - is reshaping managerial discourse and the practice of finance itself. New paradigms and methods are emerging in the academic disciplines associated with the study of the corporation. This Handbook, with 50 chapters by leading scholars from around the world, marks a seminal contribution to this reshaping of the field.' Simon Deakin, University of Cambridge'The Handbook investigates an under-explored but critical area: the relation of corporate law and corporate governance to sustainability. With a discussion of case studies from across the world and potential drivers for change, this Handbook will be an indispensable resource for anyone interested in exploring how corporations could contribute to a sustainable future.' Surya Deva, City University of Hong Kong'This Handbook is an essential reference for anyone working on one of today's most pressing challenges, which is the transition to a climate-neutral and sustainable economy. It is high on Europe's political agenda. Yet nobody should underestimate the implications and scale of such a transformation. It is cross-cutting by nature and requires a transdisciplinary policy approach.' Valdis Dombrovskis, The European Commission's Vice-President for the Euro and Social Dialogue, also in charge of Financial Stability, Financial Services and Capital Markets Union'It is increasingly clear that business must play a central part - even a leadership role - in addressing our global sustainability crisis. The challenges are profound, and Sjåfjell and Bruner have marshaled many of the world's greatest experts to help identify ways to move ahead. Having this book on your desk is like having those experts on call.' Kent Greenfield, Dean's Distinguished Scholar, Boston College, Massachusetts'Global business may shape the world more than government, yet government may still have instruments to give guidance. This handbook brings all three together, condensed into the three-partite title and structure - scope (sustainability), governance of firms and political guidance (actually well beyond 'corporate law' solely). This handbook gives us Hercules at labour - but rather at his seventh task than at his first.' Stefan Grundmann, European University Institute and Humboldt University, Berlin'Two leading international corporate law scholars, Beate Sjåfjell and Christopher M. Bruner, have done a great job in bringing together a group of scholars from all over the world to write on one of the most important issues in corporate law - namely, corporate governance and sustainability. The book is to be commended for including in one place such a comprehensive range of subjects.' Andrew Keay, University of Leeds'This is an important and comprehensive volume on a topic that is of immense importance for academics, policymakers and practitioners. The editors have brought together the leading researchers in the field to produce a volume that provides profound insights into the intersection of corporate governance, law and sustainability. It deserves to be widely read and referenced.' Colin Mayer, Peter Moores Professor of Management Studies, University of Oxford'This magisterial volume brings together a comprehensive collection of chapters treating law, legal theory, and law reform possibilities. Especially valuable is the impressive array of country-specific case studies from around the world. Essential reading for anyone interested in the crucially important question of the impact of business activity and corporate law on sustainability.' David Millon, J.B. Stombock Professor of Law, Emeritus, Washington and Lee University'This book is a monumental work of scholarship. In terms of substantive scope, geographic reach and diversity of insight it is quite simply staggering. Its analysis of the contemporary financial, environmental and social challenges facing global business corporations is unsurpassed in originality and rigour. This timely collection will be an essential cornerstone of every corporate governance scholar's book collection for many years to come.' Marc T. Moore, University College London'Humanity is at a new juncture. Deep into the Anthropocene we are now forced to consider the risk of destabilising the entire planet. What we need, and what this Handbook addresses in a comprehensive, convincing and state-of-the-art fashion, is to operationalise 'strong sustainability' in corporate law and governance. This book is a key contribution towards this transformation.' Johan Rockström, Director Potsdam Institute Climate Impact Research, University of Potsdam'At their best, corporations have been invaluable tools for solving big societal challenges - from building early America's roads, bridges and railways, to curing disease, to bringing electricity to the masses. This impressive collection of scholarship explores what it will take to focus corporations on solving today's grandest challenges: environmental, social and economic sustainability.' Judith Samuelson, Executive Director, The Aspen Institute Business and Society Program'An increasing number of political and business leaders are realizing the urgency of a fair transition to a sustainable economy and the depth of the challenges this poses to our ways to do and regulate business. When looking for effective answers, they will be well served by this most timely Handbook.' Frans Timmermans, First Vice President of the European Commission'This book, with its comprehensive coverage and impressive list of preeminent contributors is a must-read for scholars, practitioners and policy makers concerned with the impact of the corporation on society. It provides in-depth analysis of the role that corporate law and corporate governance plays in the sustainability crisis, and persuasively argues that they must therefore figure centrally in any resolution.' Michelle Welsh, Monash University'Sjåfjell and Bruner's book is a brilliant contribution to the most pressing questions of corporate law and governance today. It challenges the 'trade off mentality' that construes ecological and social issues as of corporate concern only if they pose financial risks to the firm. This book provides an extremely important basis for re-conceptualizing how we think about corporate obligations.' Cynthia A. Williams, Osler Chair in Business Law, York University, Toronto For the full list of advance praise, see under Resources.Table of ContentsPart I. Global Business and Fragmented Regulation; Part II. Corporate Law Financial Markets and Sustainability; Part III. Corporate Law Corporate Governance and Sustainability; Part IV. Potential Drivers for Change.

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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 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 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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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 SynopsisAn important reference for the entrepreneur, student or para-professional, every aspect of forming and maintaining a corporate entity is included in this useful chart. Ready for a three-ring binder and laminated for durability.

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Book SynopsisThis book explores the correlations of diversity and power in UK boardrooms and the difficulties inherent in truly merit-based appointments. From a distance, boardroom diversity is seen as a UK success story of recent years. A closer look at boardrooms reveals a more uncomfortable truth: boards can be split into tracks of power and diversity. Where there is a concentration in power, genuine diversity is much less prevalent. Using the FTSE 100, the book examines the appointment and retention of the most powerful positions in some of the world’s most powerful corporations. Diversity, merit and power are each defined and measured individually, then considered cumulatively, to provide fresh insights into the meaning of corporate power, who wields it and how it is obtained. This analysis is considered alongside the diversity narratives created by the FTSE 100 to frame their position on diversity. From this, the value of corporate ‘diversity speak’ is challenged, together with the regulatory requirements that result in its production. Those studying or practising corporate law or management and anyone with an interest in corporate power will find this in-depth assessment thought-provoking and informative. From the book’s original vantage point, suggestions are made as to how and why we might seek a more balanced distribution of power in the boardroom.Table of Contents1. Those Who Seek Power Part One: In Theory 2. C-Suite Diversity and its Antecedents 3. Theories of Merit and Power Part Two: In Practice 4. Diversity 5. Merit 6. Power 7. The Framing of Diversity and Merit in the Boardroom 8. From Sweet Talkers to Deniers Part Three: Choices 9. Diversifying Power Through Regulation 10. A Holistic Approach 11. Conclusion

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Book SynopsisProvides a reference point for practitioners, who may need to prepare or review a valuation of shares or intangible assets, and acts as a practical guide to the more straightforward valuations which are required for tax purposes. Practical Share Valuation combines decades of the authors’ practical experience in order to provide a reference guide to the valuation of unquoted shares and intangible assets as well as a practical handbook for practitioners preparing more routine valuations for tax purposes. The book highlights the relevant case law relating to valuations and also provides a handy list of additional data sources to aid the valuer in gaining access to the comparator data and latest valuation standards available. Whether you need to prepare a valuation or review work prepared by another practitioner, this book provides a wealth of easily accessible information, hints and tips to help you navigate through the potential minefield of share valuations. The seventh edition includes the following updates: - Full analysis of new legislation proposed on bringing non-resident companies with UK taxable income and gains from the disposal of UK residential property interests within the scope of corporation tax; - Guidance on new penalties in connection with offshore matters and offshore transfers (FA 2016), for inheritance tax for transfers of value on or after 1 April 2017 and for income and CGT from April 2016, in particular a new asset-based penalty for certain offshore disclosure inaccuracies and failures; - Commentary on several well-publicised litigation battles regarding failed tax avoidance schemes, such as HMRC vs Ingenious Media and HMRC vs Rangers Football Club; - Changes to the Companies Act 2006 and new reporting requirements as a result of the transition to FRS 102 and FRS 105 (effective for accounting periods on or after 1 January 2016); - Updated guidance from HMRC Shares and Assets Valuations and International Valuation Standards 2017.Table of ContentsDIVISION A MAIN NARRATIVE Chapter 1 Introduction PART 1 CASE LAW Chapter 2 General principles Chapter 3 Open market value Chapter 4 Fair value Chapter 5 Relevant factors Chapter 6 The required yield Chapter 7 Asset-related valuations Chapter 8 The foreign influence PART 2 STATUTE LAW Chapter 9 Capital gains tax and corporation tax on chargeable gains, stamp duty and income tax Chapter 10 Inheritance tax PART 3 VALUATION IN PRACTICE Chapter 11 Valuation approaches Chapter 12 Other methods of valuation Chapter 13 The influence of the London Stock Exchange Chapter 14 The real market for shares and valuation for specific purposes Chapter 15 Published data Chapter 16 Unpublished information and company records Chapter 17 Valuation of intellectual property and other intangibles Chapter 18 HMRC Shares and Assets Valuation Chapter 19 Valuation reports Chapter 20 Fair value for financial reporting purposes Chapter 21 Accounting for goodwill and intangible assets arising on an acquisition Chapter 22 Accounting for equity awards to employees Chapter 23 Valuation in matrimonial proceedings DIVISION B VALUATION EXAMPLES Example 1 Mock valuation report in Re Lynall, Lynall v IRC Example 2 Mock valuation report in Re Holt Example 3 Sparkco Ltd – fair value Example 4 Diplodocus Ltd – valuation of deferred shares at 13 April 2014 Example 5 Salamander Marketing Consultants Ltd – valuation of shares for tax purposes Example 6 Motorco – valuation of goodwill on incorporation Example 7 Logo Properties Limited – valuation of shares in a property company for IHT purposes Example 8 Lavender Systems Limited – EMI valuation DIVISION C APPENDICES Appendix A Financial Times/Stock Exchange Actuaries Share Indices Appendix B Financial Times Actuaries Equity Indices (at 31 March 1982) Appendix C Financial Times Actuaries Share Indices and their constituents (for 31 March 1982 valuations) Appendix D Relevant estate duty and other obsolete legislation Appendix E RICS Valuation – Global Standards: VPGA 3, VPGA 4, VPGA 6, VPGA 7 and VPGA 10 (1 July 2017) Appendix F International Valuation Standards 2017, IPEV Guidelines (Appendix 1) and IVS 105 Appendix G Practice Note: Apportioning the Price Paid for a Business Transferred as a Going Concern Appendix H Civil Procedure Rules, Part 35 (Experts and Assessors), Practice Direction 35 and Factsheet 53 Appendix I Parry’s Valuation Tables – Present value of one pound Appendix J Parry’s Valuation Tables – Years’ purchase or present value of one pound Appendix K Summary of main relevant taxation Acts since 2014 that might affect a valuation Appendix L Useful websites

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

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Book SynopsisThe Law of Limited Liability Partnerships, Fifth Edition is an indispensable book for all those who advise on the legal and taxation aspects of incorporating and running an LLP. It combines concise description, practical guidance and penetrating analysis of problem areas. It also offers an international perspective through a comparative analysis of the UK LLP structure and those being enacted overseas in Canada, Dubai, India, Japan, Qatar, Singapore, the USA and other jurisdictions. Comprehensively setting out the law of LLPs in England and Wales, the Fifth Edition includes coverage and analysis of: - Newey J’s decision in Hosking v Marathon Asset Management LLP [2017] on the application of the fiduciary forfeiture rule to LLP profit sharing - the Court of Appeal decision in Grupo Mexico de CV v Registrar of Companies [2019] on rectifying the companies and LLP registers - recognition of the limited liability of foreign LLPs in the light of the Privy Council decision in Investec Trust (Guernsey) Limited v Glenella Properties Limited [2018] - ICC Jones’s decision in McTear v Eade [2019] in relation to provability of debts owed to members and insolvency setoff - decisions on section 214A of the Insolvency Act 1986 - further development of the law on repudiation of LLP agreements - the continuing development of the law on discretionary decision making in the light of the Supreme Court decision in BP Shipping v Braganza [2015] and on duties owed by LLP members - decisions on derivative claims in Harris v Microfusion 2003-2 LLP [2016] and Kallakis v AIB Group PLC [2020] - administration orders in Patley Wood Farm LLP v Brake [2016] Specialist contributors have written chapters on: Financial Services Regulation and LLPs; Taxation of LLPs; Members and Discrimination; and Whistleblower Protection. This title is included in Bloomsbury Professional's is included in Partnerships online service.Trade Review...deservedly established as the leading work on the subject for practitioners, for Judges, and for those setting up their new or existing businesses as LLPs. -- Sir Michael Briggs * Foreword to the 3rd Edition *...a comprehensive and authoritative source of reference on all aspects of LLP law for practitioners, and also for academics and postgraduate students. The close relationship of LLP law to that of general and limited partnerships, and to limited companies, means that this book will also be of interest to practitioners and researchers in those areas. * Partnership Law Forum *An indispensable reference for all practitioners involved with any aspect of LLPs. Yes, absolutely -- especially in this new edition, which certainly belongs in every practitioner’s library. * Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister” and Mediator *Table of ContentsChapter 1 Overview and Introductory Matters Chapter 2 Incorporation Chapter 3 The Corporate Entity Chapter 4 Formalities and Requirements after Incorporation Chapter 5 The LLP and the Outside World Chapter 6 Charges and Debentures Chapter 7 Conversion from a Partnership Chapter 8 Membership: General Matters Chapter 9 Employment and Worker Status Chapter 10 The LLP Agreement: General Principles Chapter 11 The LLP Agreement: Contents Chapter 12 Designated Members Chapter 13 Duties and Responsibilities of Members Chapter 14 Rights, Indemnities and Protection of Members Chapter 15 Discrimination and Whistleblower Protection Chapter 16 Funding and Profits and Losses Chapter 17 The Business and Affairs of the LLP: Conduct and Decision-Making Chapter 18 The Member and the Outside World Chapter 19 Cessation of Membership and its Consequences Chapter 20 UK Financial Services Regulation and LLPs Chapter 21 Accounts and Audit Chapter 22 The Appointment and Position of Auditors of LLPs Chapter 23 Taxation of LLPs and Members Chapter 24 Investigations, Striking Off and Rectification of the Register Chapter 25 LLPs in Other Jurisdictions Chapter 26 Foreign Connections and Dealing with Overseas LLPs Chapter 27 Insolvency and Winding up of LLPs: A General Introduction Chapter 28 Moratorium and Voluntary Arrangements Chapter 29 Administration Chapter 30 Receivership Chapter 31 Commencement of Winding Up Chapter 32 Unfair Prejudice and Just and Equitable Winding Up Chapter 33 Conduct of the Liquidation Chapter 34 Misfeasance and Adjustment of Prior Transactions Chapter 35 Completion of the Winding Up and Dissolution Chapter 36 Arrangements and Reconstructions Chapter 37 Disqualification Appendix 1 Limited Liability Partnerships Act 2000 Appendix 2 Limited Liability Partnerships Regulations 2001, SI 2001/1090

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