Company law Books

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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Book Synopsis'Rühmkorf's thought-provoking book has a powerful message: that we cannot rely on the discretion of business to promote CSR voluntarily. Through the devastating example of the Rana Plaza disaster, Rühmkorf shows that we must get beyond business rhetoric and develop a multidimensional approach to the regulation of global supply chains. Whilst recognising the existing limitations of private law, his book highlights the potential contribution of private law to the development and promotion of CSR. The task is not an easy one, but by adopting a pluralistic approach to corporate law and by employing contract law, consumer law and tort law more dynamically, English private law could fill many of the regulatory gaps. The message is urgent and strong. This is a must read book for anyone concerned with CSR, supply chains and the law.'- Charlotte Villiers, University of Bristol, UK'This book fills an important gap in discussions of international CSR standards. It is all very well to say that states must protect and companies should respect human rights, but when breaches of human rights do occur, it is remedies that matter. Rühmkorf explores the limits of private law avenues for seeking such remedies. In so doing, he provides a valuable understanding of obstacles to fuller realization of the three-pillared ''Protect, Respect and Remed'' Framework of the UN Guiding Principles on Business and Human Rights. - Alice de Jonge, Monash University, AustraliaCurrent debate surrounding social responsibility has neglected to fully comprehend the important role of national private law in achieving socially responsible conduct in business. This insightful book demonstrates how private law makes a significant contribution to the promotion of corporate social responsibility (CSR) and how it could be improved.Based on the analysis of four substantive areas (company law/corporate governance, contract law, consumer law and tort law), this inclusive book covers a full range of issues that are important for CSR. These include directors duties, corporate reporting, the incorporation of CSR policies into the supply chain, consumer rights and the tortious liabilities of companies. The book discerns how national private law in the home state of multinational enterprises can legally affect their socially responsible conduct worldwide. Andreas Rühmkorf demonstrates that private law already promotes and, with certain amendments, could better promote CSR in the regulation of global supply chains. The book's findings are applied to the collapse of the Rana Plaza Building in Bangladesh, which offers a supportive empirical insight.As an up-to-date and comprehensive survey of CSR and global supply chains, this work will benefit researchers and practitioners interested in the fields of CSR, private law, international law, political economy, international labor standards and sustainable supply chains.Trade Review'Rühmkorf provides a valued addition in understanding the benefits of a holistic CSR business model and a company's duty as a socially responsible international market participant. In his book Corporate Social Responsibility, Private Law and Global Supply Chains, Dr. Andreas Rühmkorf, a lawyer and professor of commercial law, proposes how English private law can be used to ensure corporations that utilize global supply chains are held accountable for violations of their own corporate governance. Rühmkorf's work will be of use to those interested in Corporate Social Responsibility, and the law, economics and politics surrounding international supply chains.' --Patricia M. Muhammad, International Social Science Review'This book, Corporate Social Responsibility, Private Law and Global Supply Chains by Dr. Andreas Rühmkorf, makes a considerable contribution to the literature on Corporate Social Responsibility (CSR). . . .I would recommend the book very strongly to all academics and postgraduate students interested in company and corporations law. The book is focused on an important aspect, CSR, in the wider debate and worldwide realisation that companies should move away from 'short-termism' and focus on long-term and sustainable growth and should be responsible citizens!' --Jean J. du Plessis, Deakin Law School, Deakin University, Australia'This book offers a broad and deep analysis of the topic; and it could be of interest for researchers and student researchers as well as for directors and non-executive directors, company secretaries and officers dealing with the ongoing analysis of corporate social responsibility.' --International Company and Commercial Law ReviewTable of ContentsContents: 1. Corporate Social Responsibility and Private Law 2. Company Law, Corporate Governance and Corporate Social Responsibility 3. Contract Law, Global Supply Chains and Corporate Social Responsibility 4. Consumer Protection Law and Corporate Social Responsibility 5. Tort Law and Corporate Social Responsibility 6. The Promotion of Corporate Social Responsibility in English Private Law 7. The Rana Plaza Building Collapse – Corporate Social Responsibility, Private Law and the Global Supply Chain Bibliography Index

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Book SynopsisComparative Corporate Governance considers the impact of globalization on corporate governance issues and highlights how, despite the effect it has clearly had, predictions of legal convergence have not come true. By adopting a comparative legal approach, this book explores the tensions that exist between convergence attempts and the persistence of local models of governance in the US, Europe and Asia. Veronique Magnier assesses institutional, cultural and sociological factors as features of the disparities in governance. She does so by addressing the three main areas of tension in the legal aspects of corporate governance: theoretical pressure, which pits shareholder primacy against models advocating for greater participation of large corporations in general economic welfare; technical regulation, such as integrating corporate governance codes into national legal systems; and the need for context and reflection when transplanting governance approaches to different countries. Varying economic, societal and cultural environments make it vital to contextualize corporate governance in order to better understand how governance models operate in a globalized world. Lawyers, academics and advanced students of law looking to improve their understanding of corporate governance will find this a diverse and rewarding read.Table of ContentsContents: Part I. Corporate governance legal models 1. Legal aspects of corporate governance models 2. Worldwide adoption of corporate governance models Part II. Corporate governance codes 3. A new regulatory technique for global corporations 4. The integration of codes into national legal systems 5. The efficiency of corporate governance codes Part III. Corporate governance standards 6. Standards from shareholders’ perspective 7. Standards from directors’ perspective Index

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Book SynopsisToday, the corporation plays a dominant role in economics, politics, and societies across the globe. Understanding the corporation means understanding its legal framework but until recently, the origins and evolution of corporate law have received relatively little attention. This Handbook sheds new light on the historical development of both the corporation and business organization law.This extensive collection brings together contributions from an array of international academics to provide the first wide-ranging history of the laws of corporations and business organizations from ancient to modern times. The contributors offer a global exploration of the development of corporation and company law, moving beyond the United States and Western Europe to present studies in Mexico, India and China, as well as addressing the trajectory of scholarly debate. Not only do the contributions examine the growth of the law of public corporation, they also address the development of laws governing other business forms.This Handbook will prove an invaluable resource for corporation law and business scholars, as well as business and legal historians and economists.Contributors include: B. Aronson, A. Aviram, W. Bratton, G. Del Angel, M. Gelter, A. Gomez-Galvarriato, Y. González de Lara, T.W. Guinnane, R. Harris, L. Johnson, V. Khanna, T. Kuntz, S. Martínez-Rodríguez, D.T. Mitchell, M.T. Moore, J. Rochat, J. Rubin, T. Ruskola, G. Sandrelli, F.L. Stewart, J.D. Turner, U. Varottil, M. Ventoruzzo, M. Wachter, H. Wells, R.E. WrightTrade Review‘If you are a business historian, you should read this book, regardless of the historical period or industry you study. Whether your research is on firms that are called Ltd or Inc or S.A. or GmbH, you will find this Research Handbook to be an extremely useful introduction to the world of corporate governance theory. This book will be particularly important to business historians interested in transnational and comparative historical topics.’ -- Andrew Smith, Business History'For anyone interested in the modern corporation this book is invaluable, a real treasure trove. With an admirable breadth and depth of scholarship, it fills a notable gap in the literature on a fundamental aspect of the corporate form. Thoroughly recommended for both scholars and students.' --Nicholas H.D. Foster, SOAS University of London, UK'Historical analysis of corporate law has become something of growth industry lately. The Research Handbook on the History of Corporate and Company Law will no doubt move quickly to the forefront of this burgeoning literature. The essays, each impressive individually, combine to provide a volume that is strikingly wide-ranging, both in terms of the eras covered and the jurisdictions canvassed.' --Brian R. Cheffins, University of Cambridge, UK‘The Research Handbook on the History of Corporate and Company Law is especially recommended to faculty and students of graduate programs in business and law. Law libraries and academic libraries should consider purchasing this research handbook.' -- American Reference Books AnnualTable of ContentsContents: Introduction Harwell Wells Part I Taking Shape 1. Islamic Law and Economic Development Jared Rubin 2. Business Organizations in India Prior to the British East India Company Vikramaditya Khanna 3. Business Organization and Organizational Innovation in Late Medieval Italy Yadira González de Lara 4. Trading with Strangers: The Corporate Form in the Move from Municipal Governance to Overseas Trade Ron Harris Part II Modern Europe 5. The Development of English Company Law before 1900 John D. Turner 6. Shareholder Primacy, Labour, and the Historic Ambivalence of UK Company Law Marc T. Moore 7. German Company Law 1794-1897 Timothy W. Guinnane 8. German Corporate Law in the 20th Century Thilo Kuntz 9. Change for Continuity: The Making of the Société Anonyme in nineteenth Century France Jean Rochat 10. Classes of Shares and Voting Rights in the History of Italian Corporate Law Giulio Sandrelli and Marco Ventoruzzo 11. A History of the Corporation in Spain in the Twentieth Century: Towards Europe Susana Martínez-Rodríguez 12. EU Company Law Harmonization Between Convergence and Varieties of Capitalism Martin Gelter Part III Asia 13. Corporation Law in Late Imperial China Teemu Ruskola 14. The Stakeholder Approach to Corporate Law: A Historical Perspective from India Umakanth Varottil 15. Japanese Corporate Law and Corporate Governance in Historical Perspective Bruce Aronson Part IV North America 16. The Evolution of Mexican Mercantile and Corporate Laws Aurora Gomez-Galvarriato and Gustavo A. Del Angel 17. A History of Canadian Corporate Law: A Divergent Path from the American Model? Fenner L. Stewart 18. For- and Non-profit Special Corporations in America, 1608-1860 Robert E. Wright 19. Legitimating Power: A Brief History of Modern U.S. Corporate Law Dalia T. Mitchell 20. Adolf Berle, E. Merrick Dodd and the New American Corporatism of 1932 William W. Bratton and Michael L. Wachter 21. Corporate Law and the History of Corporate Social Responsibility Lyman Johnson 22. Evolutionary Models of Corporate Law Amitai Aviram Index

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Book SynopsisThis book examines corporate governance rules in China, and highlights the deficiencies in current company law, with the purpose of arguing for a more effective derivative action mechanism, for the benefit of shareholders and their companies.Throughout the book, Jingchen focuses on how to build a more effective, accessible and balanced mechanism for derivation action in order to promote more sound corporate governance in China. He examines two significant questions, namely - the possibility of transplanting legal regimes and rules from other jurisdictions, and how this sits against the practical experiences from the last fifteen years. The book includes discussions of both the legal issues that hinder the efficient and sound enforcement of derivative claims, as well as suggestions for reform, supported and underpinned by corporate governance theories.Derivative Actions and Corporate Governance in China will be a key resource for academics, practitioners, fund managers and postgraduate students in the fields of Asian law and corporate law and governance. Trade Review‘This new monograph by Professor Jingchen Zhao casts a light upon the use of derivative actions in the law of shareholder protection in China. Zhao’s well written and superbly researched text examines in forensic detail this relatively new feature of Company Law in China. It sets the scene by offering valuable insights into the Corporate Law and Governance context in China. The text reflects expertly upon the Chinese position after some 15 years of experience of derivative actions in that jurisdiction. It is a monograph that should be read by all scholars of comparative Company Law. Practitioners with links to and interest in shareholder protection law in China will find it a valuable vademecum.’ -- David Milman, Lancaster University, UK‘This fascinating new book by Professor Jingchen Zhao provides a distinctive, ambitious, and eminently rigorous study of derivative actions and corporate governance in China. The treatment of the subject area is significant, original, and a compelling read. Insightful and timely, it is a must-read for academic company lawyers across the world and should be on the reading list for any company law practitioners, fund managers, and entrepreneurs, and any postgraduate course on company law.’ -- Wangwei Lin, University of Reading, UK‘Derivative actions are potentially powerful weapons; much has been written about them but there has not been a really comprehensive study of them in China, and yet they are prospectively of great importance. In this work, and employing several pertinent research methods, Professor Zhao engages in a very extensive critical analysis of derivative actions in China and in the broader context of corporate governance that is most admirable and robust. Furthermore the study is very impressively sourced and clearly written.’ -- Andrew Keay, University of Leeds, UKTable of ContentsContents: 1. Introduction to derivative actions and corporate governance in China 2. The regulatory framework and development trajectory of derivative actions in China 3. Corporate governance in China 4. Effectiveness and efficiency of derivative action under a unique Chinese corporate governance regime: Incentives, accessibility and eligibility 5. Funding derivative actions and incentives to commence litigation 6. Trends and developments in Chinese Company Law: The application of the derivative action scheme in the past 14 years 7. Synchronising norms and institutions – towards a more effective, balanced and accessible settings of derivative action scheme in China 8. Conclusion to derivative actions and corporate governance in China Index

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Book SynopsisThis stimulating book offers an astute analysis of corporate governance from both a historical and a philosophical point of view. Exploring how the modern corporation developed, from Ancient Rome and the Middle Ages up to the present day, Javier Reyes identifies the strengths and weaknesses of the mainstream theory of the firm as put forward by the law and economics school of thought. Demystifying the scientific aspirations of neoclassical economics as understood and used by legal scholars, this book offers readers the foundations on which to build their own conception of what corporations are and should be. Reyes argues that by belonging to political philosophy, corporate governance is essentially political, and thus requires a multidisciplinary approach for its study and practice. Reframing Corporate Governance will be essential reading for academics and students of company law and corporate governance, especially those interested in entrepreneurship, radical democracy, evolutionary approaches to legal theory and business anthropology. Those interested in corporate social responsibility, business and management, and philosophy will also find this a valuable read.Trade Review'As Javier Reyes points out, ''The corporation may not be a mystery of eternity or life, but it is a window into the big questions of human nature.'' The author of this book depicts an impressive historical timeline from Ancient Rome to this day. Each page of the book portrays the author's vast knowledge, whether it is about organizational theory, economic history, philosophy, psychology or legal history. However, Reyes' book manages to avoid any academic dreariness. Reyes draws a set of guidelines for a new type of a general theory, without trying to offer ultimate truths. He is an excellent pedagogue putting forth the right questions and thus allowing the reader to come up with the answers by himself. During my university years, books of this quality were scarce.' --Wille Rydman, MP, Finnish Parliament'Javier Reyes offers new scholarly and theoretical perspectives on corporate law and governance. He seeks to reframe our thinking by exposing political and ideological features of mainstream law and economics and their effects on corporate governance thinking. This impressive book provides new analytical tools and is essential reading for corporate lawyers.' --Roman Tomasic, University of South AustraliaTable of ContentsContents: Foreword Introduction 1. The disnature of the firm: how did we end up here? 2. Do not trust anyone who tells you it is the end of history 3. The firm and its discontents 4. Agency and the emperor’s new clothes 5. Notes on an alternative corporate law theory Conclusions Index

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Book SynopsisScholarly analysis of corporate law in the United States has come to be dominated by an economic approach. Professor Hill and Professor McDonnell here draw together seminal articles which represent major milestones along the road that economics has traveled in coming to play this central role in corporate law scholarship. The focus is on the analysis of corporate law, drawing mainly upon legal scholarship and particularly on US scholarship, which is the originator of the application of modern economic analysis to corporate law and has had much influence in other countries.Beginning with several of the key works on the economics of the firm which have most heavily influenced legal scholarship, the title explores the central legal role of the board of directors and state competition for corporate charters. It further considers the role of hostile takeovers and board defenses against them and the effectiveness of shareholder suits and other agency mechanisms.31 articles, dating from 1931 to 2006Contributors include: L.A. Bebchuk, A.A. Berle, Jr., B.S. Black, H. Hansmann, R. Kraakman, H. Manne, M.J. Roe, R. Romano, O. WilliamsonTable of ContentsContents: Introduction Claire A. Hill and Brett McDonnell PART I ECONOMICS OF THE FIRM 1. Ronald Coase (1937), ‘The Nature of the Firm’, Economica, 4, 386–405 2. Michael C. Jensen and William H. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’, Journal of Financial Economics, 3 (4), October, 305–60 3. Oliver Williamson (1984), ‘Corporate Governance’, Yale Law Journal, 93 (7), June, 1197–230 PART II THE BOARD AND PURPOSE 4. A.A. Berle, Jr. (1931), ‘Corporate Powers as Powers in Trust’, Harvard Law Review, XLIV (7), May, 1049–74 5. E. Merrick Dodd, Jr. (1932), ‘For Whom are Corporate Managers Trustees?’, Harvard Law Review, XLV (7), May, 1145–63 6. Stephen M. Bainbridge (2003), ‘Director Primacy: The Means and Ends of Corporate Governance’, Northwestern University Law Review, 97 (2), 547–606 7. Margaret M. Blair and Lynn A. Stout (1999), ‘A Team Production Theory of Corporate Law’, Virginia Law Review, 85 (2), March, 247–328 8. Sanjai Bhagat and Bernard Black (1999), ‘The Uncertain Relationship Between Board Composition and Firm Performance’, Business Lawyer, 54 (3), May, 921–63 9. Donald C. Langevoort (2001), ‘The Human Nature of Corporate Boards: Law, Norms, and the Unintended Consequences of Independence and Accountability’, Georgetown Law Journal, 89, 797–832 PART III STATE COMPETITION 10. William L. Cary (1974), ‘Federalism and Corporate Law: Reflections Upon Delaware’, Yale Law Journal, 83 (4), March, 663–705 11. Ralph K. Winter, Jr. (1977), ‘State Law, Shareholder Protection, and the Theory of the Corporation’, Journal of Legal Studies, 6 (2), June, 251–92 12. Roberta Romano (1985), ‘Law as a Product: Some Pieces of the Incorporation Puzzle’, Journal of Law, Economics, and Organization, 1 (2), Fall, 225–83 13. Bernard S. Black (1990), ‘Is Corporate Law Trivial?: A Political and Economic Analysis’, Northwestern University Law Review, 84 (2), 542–97 14. Robert Daines (2001), ‘Does Delaware Law Improve Firm Value?’, Journal of Financial Economics, 62 (3), December, 525–58 15. Ehud Kamar (1998), ‘A Regulatory Competition Theory of Indeterminacy in Corporate Law’, Columbia Law Review, 98 (8), December, 1908–59 16. Mark J. Roe (2003), ‘Delaware’s Competition’, Harvard Law Review, 117 (2), December, 588–646 Volume II An introduction to both volumes by the editors appears in Volume I PART 1 TAKEOVERS AND TAKEOVER DEFENCES 1. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’, Journal of Political Economy, 73 (2), April, 110–20 2. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target’s Management in Responding to a Tender Offer’, Harvard Law Review, 94 (6), April, 1161–204 3. Ronald J. Gilson and Reinier Kraakman (1989), ‘Delaware’s Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?’, Business Lawyer, 44 (2), February, 247–74 4. Jeffrey N. Gordon (1997), ‘”Just Say Never?” Poison Pills, Deadhand Pills, and Shareholder-Adopted Bylaws: An Essay for Warren Buffett’, Cardozo Law Review, 19 (1–2), September–November, 511–52 5. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), ‘The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy’, Stanford Law Review, 54 (5), May, 887–951 PART II SHAREHOLDER SUITS AND OTHER AGENCY MECHANISMS 6. Janet Cooper Alexander (1991), ‘Do the Merits Matter? A Study of Settlements in Securities Class Actions’, Stanford Law Review, 43 (3), February, 497–598 7. Melvin Aron Eisenberg (1993), ‘The Divergence of Standards of Conduct and Standards of Review in Corporate Law’, Fordham Law Review, 62 (3), 437–68 8. Edward B. Rock (1997), ‘Saints and Sinners: How Does Delaware Corporate Law Work?’, UCLA Law Review, 44, 1009–107 9. Bernard Black, Brian Cheffins and Michael Klausner (2006), ‘Outside Director Liability’, Stanford Law Review, 58 (4), February, 1055–159 10. Lucian Arye Bebchuk, Jesse M. Fried and David I. Walker (2002), ‘Managerial Power and Rent Extraction in the Design of Executive Compensation’, University of Chicago Law Review, 69, 751–846 11. John C. Coffee, Jr. (2002), ‘Understanding Enron: “It’s About the Gatekeepers, Stupid”’, Business Lawyer, 57 (4), August, 1403–420 12. Tom Baker and Sean J. Griffith (2006), ‘The Missing Monitor in Corporate Governance: The Directors’ and Officers’ Liability Insurer’, Georgetown Law Journal, 95, 1795–842 PART III OTHER PERSPECTIVES 13. Mark J. Roe (1991), ‘A Political Theory of American Corporate Finance’, Columbia Law Review, 91, 10–67 14. Henry Hansmann and Reinier Kraakman (2001), ‘The End of History for Corporate Law’, Georgetown Law Journal, 89 (2), June, 439–68 15. Henry Hansmann and Reinier Kraakman (2000), ‘The Essential Role of Organizational Law’, Yale Law Journal, 110 (3), December, 387–440 Index

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Book SynopsisThe legal regulation of company shares is a fundamental building block in a capitalist society. This insightful book provides an historical analysis of the phenomenon, investigating underlying policy issues and considering relevant aspects of current law to explore possible future trends. David Milman examines the phenomenon of the company share in a holistic way, tracing the origins of the share and exploring the diversity present within the family of shares. Using a comparative approach, key chapters consider the circumstances under which shares are acquired, the property law perspective relevant to shares and the rights and obligations of those who hold shares. The book concludes with speculation on how the share might evolve in the future in light of technological change and the development of other capital raising investments. This accessible book will provide valuable insight to scholars researching corporate law. It will also be beneficial for policymakers and practitioners wishing to understand more about the history of the company share, and how this may impact its future.Trade Review'This book provides a distinctive and welcome contribution to literature on the changing patterns of regulatory framework in relation to shares and shareholder rights in the UK. The coherent argument and clear writing of the author makes this an appropriate book for corporate law and corporate finance courses. Insightful and timely, it is a must-read for academics, practitioners, investors, fund managers, entrepreneurs, as well as business and finance professionals.' --Jingchen Zhao, Nottingham Trent University, UK'This fascinating new book by David Milman is highly informative and interesting. Written in a lively and entertaining style, the book contains a wealth of historical detail as well as many topical allusions. It traces how legal and legislative policy in respect of shares and share capital has waxed and waned over the years and how previously discarded solutions have once again gained in popularity. The book comes highly recommended for its sheer readability and incisive analysis.' --Gerard McCormack, University of Leeds, UK'Professor Milman provides a must-read work of immense scholarship on shares, and provides a work of immense scholarship. The book provides is a modern and thorough exposition of the development of shares as a critical intangible asset. A comparative approach enhances the analysis of the work. The changing role of shares and shareholder regulation is examined with clarity of style. The cultural and political ramifications of shares are examined, as well as the impact of Brexit. This book is clear, comprehensive and a must read for students, academics, and practitioners who seek a work of scholarship.' --Anu Arora, University of Liverpool, UKTable of ContentsContents: Preface 1. Introduction to the Institution of The Company Share 2. History of the Company Share and the Different Categories of Share 3. Acquisition of Shares 4. Shares as Property Objects 5. Shareholder Rights: Source, Nature and Enforceability 6. Obligations Associated with Share Ownership 7. Overview and the Future of the Share Index

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Book SynopsisApplying the emergent Business and Human Rights (BHR) regime as a case, this book analyses regulatory strategies, communicative approaches and public-private processes to develop new sustainability-related norms, particularly for business, for maintaining and promoting public policy objectives and societal needs. Karin Buhmann sets out the concerns of public regulators and businesses that both inform debates and create power struggles in the construction of sustainability norms between public policy interests and the market. The author focuses on three trends in argumentative strategies applied in the BHR context and considers the use, impact and complementarity of these for sustainability regulation. Through analysis of selected transnational regulatory processes, the book identifies argumentative and negotiation strategies that led to agreement on BHR despite conflicting interests across public, private and not-for-profit (NGO) stakeholders, and develops insights for future multi-stakeholder sustainability regulation, focusing both on the regulatory process and the outcome. Changing Sustainability Norms through Communication Processes will be a valuable read for NGOs, regulators, managers and academics with a concern for sustainability regulation by helping to enhance their understanding of how to influence normative change in organisations, in support of sustainability and responsible business conduct.Trade Review'This book provides useful new narratives with which to explain the evolution of soft law within the interconnected fields of business and human rights and corporate sustainability. It helps situate these developments within the overall frames of international law and socio-legal studies, not merely for the academy and for theory's sake, but also to guide the wide range of societal actors, including sustainability champions inside companies, seeking to use norms to help change the practices of corporations to be more responsible and sustainable.' --Ursula Wynhoven, Office of the UN High Commissioner for Human Rights (on staff loan from the UN Global Compact)Table of ContentsContents: Part I Setting the Stage 1. Introduction 2. The Context: The CSR Discourse and its Relation to Law, Human Rights and Social Sustainability 3. Argumentative Strategies, Discourse and System-Specific Rationality Part II Discursive Construction of Business Responsibilities for CSR 4. Two Steps Forward, One Back – More Than Once: Developing Normative Guidance for Business on Human Rights in a CSR Context 5. From Incremental Steps to Emerging Regime Part III Arguing for Change 6. Argumentative Strategies 7. Conclusion Index

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Book SynopsisWhilst many of us would agree that human rights are more important than corporate profits, the reality is often different; such realities as child labour and environmental destruction caused by corporate activities make this patently clear. Recognising that balancing human rights and business interests can be problematic, Corporate Accountability considers the limits of existing complaint mechanisms and examines non-judicial alternatives for conflict resolution.The innovative approach herein compiles both long-standing international expertise and findings based on 25 key interviews from experts and victims. In contrast to the current literature, which tends to provide details on the functioning of the mechanisms, this book delves further to examine the strengths and weaknesses of each mechanism and provides criteria of excellence for non-judicial grievance mechanisms. In doing so, it provides a reality-check for corporate accountability worldwide.Novel and thought provoking, Corporate Accountability will be a captivating read for academics as well as companies interested in human rights and corporate social responsibility. It will also prove of interest to related state institutions such as development agencies and other relevant ministries such as chambers of commerce, trade unions, NGOs and civil society organisations.Trade Review‘The book will be very useful for lawyers, academics, companies and for those who have an interest in business and human rights.’ -- Manoj Kumar Sinha, Business and Human Rights JournalTable of ContentsContents: PART I: Introduction 1. Introduction and methodology PART II: Grievance Mechanisms 2. International Mechanisms 3. Multi-stakeholder Mechanisms 4. Company Mechanisms PART III: Conclusions 5. Conclusions and criteria of excellencyBibliography Appendices Index

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Book SynopsisThe world is changing. After old certainties were swept away by the Financial Crisis of 2008-09, states are grappling with the implications of new thinking about the role and nature of corporations and how they should be regulated. This timely book brings together the contributions of leading scholars from around the world to highlight and provide critical analysis of developments and trends in corporate governance in a range of jurisdictions, both mature and developing.The diverse subjects covered in the book include shareholder protection in Delaware, trends in the governance of state-owned enterprises in China, say on pay in the Netherlands, board committees in the UK, and stakeholder governance in Germany. The book also includes theoretical perspectives, including one chapter arguing against the notions of shareholder primacy that underpin Anglo-American corporate law. The final section presents two chapters on the governance of banks, reflecting the contemporary importance of financial institutions.Innovations in Corporate Governance offers an essential global perspective on corporate governance that will be of interest to students and academics in the field, as well as professionals, policy makers and those working in regulatory agencies around the world. Contributors include: F.A. Gevurtz, B. Haar, B. Hanningan, G.E. Henderson, L.-W. Lin, M. Marin, C. Van der Elst, S. WatsonTable of ContentsContents: 1. Introduction Susan Watson and P.M. Vasudev PART I PERSPECTIVES ON CORPORATE GOVERNANCE 2. Globalizing up corporate law Franklin A. Gevurtz 3. China’s national champions: governance change through globalization? Li-Wen Lin 4. The taxonomy of the modern company Susan Watson PART II REGULATORY TECHNIQUES 5. Corporate governance codes as regulatory tools to advance stakeholder concerns in the corporation Brigitte Haar 6. Empire-building: the rise of the audit committee Brenda Hannigan 7. Answering the say for no pay Christoph Van der Elst PART III GOVERNANCE IN BANKS 8. Banks, corporate governance and the public interest: the potential role of public interest directors Gail E. Henderson 9. Organisational form and financial stability: lessons from cooperative banks in the US and UK Michael Marin Index

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Book SynopsisCorporate social responsibility (CSR) is setting new missions for companies and shining a welcome light on issues such as the behaviour of board members, shared value, the well-being of stakeholders, the protection of vulnerable individuals and the roles played by public opinion and shareholders. This timely book seeks to lay the foundations for a sustainable corporate governance based on the European Commission definition of CSR as 'the responsibility of enterprises for their impacts on society'. More generally, this sustainable corporate governance responds to some of the pressing challenges of the 21st century, from sustainable finance and climate change to carbon reduction and population growth.The book offers a comprehensive theoretical and educational approach to CSR, with references to key international, European and national texts on this subject. It is written largely from a European and French perspective, but draws comparisons with the United Kingdom and United States. The close relationship between the demands of energy transition and corporate governance and the role of Social Responsibility Investment (SRI) and its relationship with CSR are covered in depth. In addition, the notion of a 'stakeholder', as well as changes in our understanding of this term and its impact on corporate governance, is explored in detail. This significant book offers a theoretical and dynamic approach to CSR, adopting a holistic vision that is both practical and forward-looking. Providing a wealth of reference material and highlighting areas for future research, it is an ideal tool for both students and academics studying CSR.Trade Review'Professor Catherine Malecki is one of the finest French specialists of corporate social responsibility and sustainable development. Her renowned works have contributed to our awareness of the importance and diversity of the norms already existing in that domain, whether from national legislations, European directives or international sources. However, the author does not aim at merely depicting what is already existing, but rather at identifying the requirements and conditions of sustainable development in which enterprises play a leading role.' --Alain Couret, Universite Paris 1 Pantheon-Sorbonne, France'In this timely work, Professor Catherine Malecki provides some thought-provoking insights into the development of corporate social responsibility (CSR). Primarily focussing on France, Professor Malecki also draws on the relevance of international developments and frameworks in her exposition. Given the fundamental importance of CSR as a component of corporate governance, and the relevance of CSR for all business organisations, I highly recommend this book to all those with an interest in CSR and its role in sustainable corporate governance.' --Chris Mallin, Norwich Business School, UK'This highly readable and illuminating book is a welcome addition to the still relatively sparse literature on the legal aspects of Corporate Social Responsibility (CSR). The main question raised at the outset, whether CSR constitutes a new branch of law, together with the multiple questions on the origins, sources, development and path CSR is taking, are beautifully unpicked in a stimulating manner, through the French Law lens, coupled with EU and international perspectives at appropriate junctions, to reveal a complex, yet fascinating and, at times, contradictory, area of law. It is a magnificent teaching resource and a helpful reference for the scholar.' --Arad Reisberg, Brunel University London, UKTable of ContentsContents: Foreword General Introduction Part 1 The issues of non-financial reporting 1. Review of Questions 2. Developments in Non-Financial Reporting 3. Non-Financial Information Requirements 4. A Sustainable Accounting System Part 2 Behaviours and sanctions 5. Review of Questions A. Behaviours 6. Corporate Administration and Management 7. What Guides or Labels for Socially Responsible Behaviour? 8. Dialogue with Stakeholders 9. Corporate Transactions 10. What other Paths or Avenues for Investigation Exist? B. What Sanctions? General Presentation 11. Diversity of Traditional Sanctions 12. Reputation 13. A Special Sanction: Environmental Liability in Groups of Companies Part 3 Sustainable Finance, Responsible Investors 14. Review of Questions 15. General Overview of Socially Responsible Investment 16. Towards Responsible Investors 17. Sustainable Finance Projects Conclusion Index

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Book SynopsisThis magisterial research review presents and analyses the leading academic articles on agency law and partnership law, both classic and contemporary. The review begins by focusing on topics such as the fundamental concepts of agency law, the fiduciary duties of agents, indemnification, vicarious liability and notice. It moves on to discussion of several important issues relating to partnership law, such as statutory development and reform, the entity-aggregate debate and single-person partnership. This study provides a comprehensive overview of the most significant matters in the fields of agency and partnership law and will serve as a valuable tool for scholars and practitioners alike.Trade Review‘Mark Loewenstein and Robert Hillman, who are themselves highly knowledgeable and widely respected scholars of agency and partnership law, have done a great service by assembling a collection of leading articles by giants of the field. Many of these articles were game changers, shifting the law in important ways. All of them reward close reading by anyone seeking to build their knowledge of this important area of the law.’Table of ContentsContents: Acknowledgements Introduction Mark J. Loewenstein and Robert W. Hillman AGENCY PART I FUNDAMENTAL CONCEPTS 1. O. W. Holmes, Jr. (1891), ‘Agency’, Harvard Law Review, IV (8), March, 345–64 2. Oliver Wendell Holmes, Jr. (1891), ‘Agency II’, Harvard Law Review, V (1), April, 1–23 3. John H. Wigmore (1894), ‘Responsibility for Tortious Acts: Its History’, Harvard Law Review, VII (6), January, 315–37 4. John H. Wigmore (1894), ‘Responsibility for Tortious Acts: Its History – II: Harm Done by Servants and other Agents: 1300–1850’, Harvard Law Review, VII (7), February, 383–405 PART II THE AGENCY RELATIONSHIP IN IMPORTANT CONTEXTS 5. J. Dennis Hynes (1991), ‘Lender Liability: The Dilemma of the Controlling Creditor’, Tennessee Law Review, 58, Summer, 635–68 6. Lyman P. Q. Johnson and David Millon (2005), ‘Recalling Why Corporate Officers Are Fiduciaries’, William and Mary Law Review, 46 (5), 1597–653 7. Grace M. Giesel (2007), ‘Client Responsibility for Lawyer Conduct: Examining the Agency Nature of the Lawyer-Client Relationship’, Nebraska Law Review, 86 (2), 346–95 8. Donald C. Langevoort (2003), ‘Agency Law Inside the Corporation: Problems of Candor and Knowledge’, University of Cincinnati Law Review, 71 (4), Summer, 1187–231 9. Jill E. Fisch and Hillary A. Sale (2003), ‘The Securities Analyst as Agent: Rethinking the Regulation of Analysts’, Iowa Law Review, 88, 1035–98 10. Anthony J. Bellia Jr. (2001), ‘Contracting with Electronic Agents’, Emory Law Journal, 50, 1047–92 PART III THE AGENT’S FIDUCIARY DUTIES 11. Austin W. Scott (1949), ‘The Fiduciary Principle’, California Law Review, 37 (4), December, 539–55 12. Robert Cooter and Bradley J. Freedman (1991), ‘The Fiduciary Relationship: Its Economic Character and Legal Consequences’, New York University Law Review, 66, October, 1045–75 13. Deborah A. DeMott (1988), ‘Beyond Metaphor: An Analysis of Fiduciary Obligation’, Duke Law Journal, 1988, 879–924 14. Tamar Frankel (1983), ‘Fiduciary Law’, California Law Review, 71 (3), May, 795–836 15. Deborah A. DeMott (2014), ‘The Fiduciary Character of Agency and the Interpretation of Instructions’, in Andrew S. Gold and Paul B. Miller (eds), Philosophical Foundations of Fiduciary Law, Part IV, Chapter 16, New York, NY, USA: Oxford University Press, 321–38 PART IV INDEMNIFICATION 16. Roscoe Steffen (1958), ‘The Employer’s “Indemnity” Action’, University of Chicago Law Review, 25 (3), Spring, 465–94 17. Glanville Williams (1957), ‘Vicarious Liability and the Master’s Indemnity’, Modern Law Review, 20 (3), May, 220–35 18. Glanville Williams (1957), ‘Vicarious Liability and the Master’s Indemnity, Continued’, Modern Law Review, 20 (5), September, 437–46 PART V VICARIOUS LIABILITY 19. Gary T. Schwartz (1996), ‘The Hidden and Fundamental Issue of Employer Vicarious Liability’, Southern California Law Review, 69, 1739–67 20. Alan O. Sykes (1988), ‘The Boundaries of Vicarious Liability: An Economic Analysis of the Scope of Employment Rule and Related Legal Doctrines’, Harvard Law Review, 101 (3), January, 563–609 21. B. Glenn George (1999), ‘Employer Liability for Sexual Harassment: The Buck Stops Where?’, Wake Forest Law Review, 34 (1), 1–25 PART VI UNDISCLOSED PRINCIPAL DOCTRINE 22. Floyd R. Mechem (1910), ‘The Liability of an Undisclosed Principal I’, Harvard Law Review, 23 (7), May, 513–30 23. Floyd R. Mechem (1910), ‘The Liability of an Undisclosed Principal II’, Harvard Law Review, 23 (8), June, 590–602 24. James Barr Ames (1909), ‘Undisclosed Principal – His Rights and Liabilities’, Yale Law Journal, XVIII (7), May, 443–53 25. Mark A. Sargent and Arnold Rochvarg (1982), ‘A Reexamination of the Agency Doctrine of Election’, University of Miami Law Review, 36 (3), 411–37 26. Randy E. Barnett (1987), ‘Squaring Undisclosed Agency Law with Contract Theory’, California Law Review, 75 (6), December, 1969–2003 PART VII NOTICE, KNOWLEDGE AND IMPUTATION 27. Warren A. Seavey (1916), ‘Notice through an Agent’, University of Pennsylvania Law Review and American Law Register, 65 (1), November, 1–38 28. Maurice H. Merrill (1936), ‘Unforgettable Knowledge: A Study in the Law of Notice’, Michigan Law Review, 34 (4), February, 474–93 29. Mark J. Loewenstein (2013), ‘Imputation, the Adverse Interest Exception, and the Curious Case of the Restatement (Third) of Agency’, University of Colorado Law Review, 84 (2), 305–66 Volume II Contents: Introduction An introduction to all three volumes by the editors appears in Volume I AGENCY PART VIII AGENCY COST THEORY 1. Samuel Issacharoff and Daniel R. Ortiz (1999), ‘Governing through Intermediaries’, Virginia Law Review, Symposium: The Law and Economics of Elections, 85 (8), November, 1627–70 2. Douglas G. Baird (1991), ‘Fraudulent Conveyances, Agency Costs, and Leveraged Buyouts’, Journal of Legal Studies, XX (1), January, 1–24 PART IX AN AGENT’S AUTHORITY 3. Gregory Scott Crespi (2005), ‘The Proposed Abolition of Inherent Agency Authority by the Restatement (Third) of Agency: An Incomplete Solution’, Santa Clara Law Review, 45 (2), 337–82 4. Deborah A. DeMott (2014), ‘The Contours and Composition of Agency Doctrine: Perspectives from History and Theory on Inherent Agency Power’, University of Illinois Law Review, 2014 (5), 1813–33 PART X ECONOMIC ANALYSIS 5. Eric Rasmusen (2004), ‘Agency Law and Contract Formation’, American Law and Economics Review, 6 (2), Fall, 369–409 6. Lewis A. Kornhauser (1982), ‘An Economic Analysis of the Choice Between Enterprise and Personal Liability for Accidents’, California Law Review, 70 (6), December, 1345–92 PART XI INDEPENDENT CONTRACTORS 7. Benjamin Means and Joseph A. Seiner (2016), ‘Navigating the Uber Economy’, University of California, Davis Law Review, 49 (4), April, 1511– 46 8. Roscoe T. Steffen (1935), ‘Independent Contractor and the Good Life’, University of Chicago Law Review, 2 (4), June, 501–32 PARTNERSHIP PART I STATUTORY DEVELOPMENT AND REFORM: THE UNIFORM PARTNERSHIP ACTS (UPA AND RUPA) 9. William Draper Lewis (1915), ‘The Uniform Partnership Act’, Yale Law Journal, XXIV (8), June, 617–41 10. Judson A. Crane (1915), ‘The Uniform Partnership Act: A Criticism’, Harvard Law Review, 28 (8), June, 762–89 11. William Draper Lewis (1915), ‘The Uniform Partnership Act – A Reply to Mr. Crane’s Criticism’, Harvard Law Review, 29 (2), December, 158–92 12. Donald J. Weidner and John W. Larson (1993), ‘The Revised Uniform Partnership Act: The Reporters’ Overview’, Business Lawyer, 49 (1), November, 1–44 13. Larry E. Ribstein (1993), ‘The Revised Uniform Partnership Act: Not Ready for Prime Time’, Business Lawyer, 49 (1), November, 45–82 PART II THE ENTITY-AGGREGATE DEBATE 14. Gary S. Rosin (1989), ‘The Entity-Aggregate Dispute: Conceptualism and Functionalism in Partnership Law’, Arkansas Law Review, 42, 395–466 PART III SINGLE PERSON PARTNERSHIP 15. Robert W. Hillman and Donald J. Weidner (2012), ‘Partners without Partners: The Legal Status of Single Person Partnerships’, Fordham Journal of Corporate and Financial Law, XVII (2), 449–73 PART IV RELATIONSHIPS AMONG PARTNERS: CONTRACTS AND FIDUCIARY STATUS 16. Allan W. Vestal (1993), ‘Fundamental Contractarian Error in the Revised Uniform Partnership Act of 1992’, Boston University Law Review, 73 (4), September, 523–79 17. J. Dennis Hynes (1997), ‘Freedom of Contract, Fiduciary Duties, and Partnerships: The Bargain Principle and the Law of Agency’, Washington and Lee Law Review, 54 (2), 439–64 18. Robert W. Hillman (1987), ‘Private Ordering Within Partnerships’, University of Miami Law Review, 41 (3), January, 425–71 19. Larry E. Ribstein (2005), ‘Are Partners Fiduciaries?’, University of Illinois Law Review, 2005 (1), 209–51 20. Claire Moore Dickerson (1993), ‘Is it Appropriate to Appropriate Corporate Concepts: Fiduciary Duties and the Revised Uniform Partnership Act’, University of Colorado Law Review, 64, 111–57 21. Paul Gompers and Josh Lerner (1996), ‘The Use of Covenants: An Empirical Analysis of Venture Partnership Agreements’, Journal of Law and Economics, XXXIX (2), October, 463–98 22. Rutheford B. Campbell, Jr. (2007–2008), ‘Bumping Along the Bottom: Abandoned Principles and Failed Fiduciary Standards in Uniform Partnership and LLC Statutes’, Kentucky Law Journal, 96 (2), 163–95 23. J. William Callison (1997), ‘Blind Men and Elephants: Fiduciary Duties under the Revised Uniform Partnership Act, Uniform Limited Liability Company Act, and Beyond’, Journal of Small and Emerging Business Law, 1 (1), Spring, 109–64 24. Myron T. Steele (2007), ‘Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies’, Delaware Journal of Corporate Law, 32 (1), 1–32 Volume III Contents: Acknowledgements Introduction An introduction to all three volumes by the editors appears in Volume I PARTNERSHIP PART V PARTNERSHIP PROPERTY 1. Edward S. Merrill (1993), ‘Partnership Property and Partnership Authority Under the Revised Uniform Partnership Act’, Business Lawyer, 49 (1), November, 83–105 PART VI LIMITED LIABILITY 2. Alan L. Feld (1969), ‘The “Control” Test for Limited Partnerships’, Harvard Law Review, 82 (7), May, 1471–84 3. Larry E. Ribstein (1992), ‘The Deregulation of Limited Liability and the Death of Partnership’, Washington University Law Quarterly: Symposium on Corporate Law and Finance, 70 (2), January, 417–75 4. Robert W. Hillman (1992), ‘Limited Liability and Externalization of Risk: A Comment on the Death of Partnership’, Washington University Law Quarterly: Symposium on Corporate Law and Finance, 70 (2), January, 477–87 5. Robert R. Keatinge, Allan G. Donn, George W. Coleman and Elizabeth G. Hester (1995), ‘Limited Liability Partnerships: The Next Step in the Evolution of the Unincorporated Business Organization’, Business Lawyer, 51 (1), November, 147–207 6. Robert W. Hamilton (1995), ‘Registered Limited Liability Partnerships: Present at the Birth (Nearly)’, University of Colorado Law Review, 66, 1065–103 PART VII DISSOLUTION AND BANKRUPTCY 7. Alan R. Bromberg (1965), ‘Partnership Dissolution – Causes, Consequences, and Cures’, Texas Law Review, 43, 631–68 8. Christine Hurt (2015), ‘The Limited Liability Partnership in Bankruptcy’, American Bankruptcy Law Journal, 89 (4), Fall, 567–606 PART VIII THE CHANGING NATURE OF PARTNERSHIP 9. Robert W. Hillman (2005), ‘Law, Culture, and the Lore of Partnership: Of Entrepreneurs, Accountability, and the Evolving Status of Partners’, Wake Forest Law Review, 40 (3), Fall, 793–825 PART IX PARTNERSHIP LAW AND THE PROFESSIONAL SERVICES FIRM 10. Serena L. Kafker (1993), ‘Golden Handcuffs: Enforceability of Non-Competition Clauses in Professional Partnership Agreements of Accountants, Physicians, and Attorneys’, American Business Law Journal, 31 (1), May, 31–58 11. Ronald J. Gilson and Robert H. Mnookin (1985), ‘Sharing Among the Human Capitalists: An Economic Inquiry into the Corporate Law Firm and How Partners Split Profits’, Stanford Law Review: Symposium on the Law Firm as a Social Institution, 37 (2), January, 313–92 12. Robert W. Hillman (1988), ‘Law Firms and Their Partners: The Law and Ethics of Grabbing and Leaving’, Texas Law Review, 67 (1), November, 1–61 13. Jennifer J. Johnson (1995), ‘Limited Liability for Lawyers: General Partners Need Not Apply’, Business Lawyer, 51 (1), November, 85–145 14. Susan Saab Fortney (1998), ‘Professional Responsibility and Liability Issues Related to Limited Liability Law Partnerships’, South Texas Law Review, 39 (2), 399–444 15. Douglas R. Richmond (2010), ‘The Partnership Paradigm and Law Firm Non-equity Partners’, Kansas Law Review, 58 (3), 507–51 Index

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Book SynopsisWritten by leading scholars and judges, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of this essential field. The book is an important and timely contribution by leading corporate law scholars, judges, and practitioners, seeking to better understand and explain the proliferation of shareholder litigation across the globe. It provides a cross-jurisdictional survey of litigation and empirical evidence on the recent evolution of these lawsuits, including in-depth analyses of several key forms of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It also surveys how related issues are addressed across the globe, with a special focus on parallel forms of litigation in the United States, Canada, the United Kingdom, the European Union, Israel and China. This Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges and legislators.Contributors include: D. Awrey, A. Badawi, R.A. Booth, E.A. Chiappinelli, S.J. Choi, B. Clarke, J.C. Coffee, Jr., J.D. Cox, J. Erikcson, J.J. Fedechko, J.E. Fisch, J.L. Gale, M. Gargantini, M. Gelter, S. Griffith, L.A. Hamermesh, S. Hannes, E. Kamar, C.R. Korsmo, J.T. Laster, A.M. Lipton, M. Myers, J.J. Park, A.C. Pritchard, P. Puri, A. Rickey, R. Ronnen, A.M. Rose, C. Silver, S.D. Solomon, R.S. Thomas, D. Webber, V. Winship, M. Wischmeier Shaner, C. XiTable of ContentsContents: Part I Securities Class Actions 1. The Development of Securities Litigation as a Lawmaking Partnership Jill E. Fisch 2. Securities Class Actions and Severe Frauds James J. Park 3. The Shifting Raison d’être of the Rule 10b-5 Private Right of Action Amanda Marie Rose, Part II Shareholder Derivative Suits 4. The (Un)Changing Derivative Suit Jessica Erickson 5. Claim Character and Class Conflict in Securities Litigation Richard A. Booth 6. Illegality and the Business Judgment Rule Charles R. Korsmo Part III Merger Litigation a. Managing Multijurisdictional Litigation 7. Fighting Frivolous Litigation in a Multijurisdictional World Adam Badawi 8. Addressing the “Baseless” Shareholder Suit: Mechanisms and Consequences James D. Cox 9. Who Collects the Deal Tax, Where, and What Delaware Can Do About It Sean J. Griffith and Anthony Rickey 10. Forum Shopping in the Bargain Aisle: Wal-Mart and the Role of Adequacy of Representation in Shareholder Litigation Lawrence A. Hamermesh and Jacob J. Fedechko 11. Limiting Litigation Through Corporate Governance Documents Ann M. Lipton b. Judicial Perspectives on Shareholder Litigation 12. Disclosure Settlements in the State Courts Post-Trulia: Practical Considerations James L. Gale 13. Changing Attitudes: The Stark Results of Thirty Years of Evolution in Delaware M&A Litigation J. Travis Laster 14. Appraisal Rights in Complete Tender Offers in Israel—A Look into Israeli Case-law Ruth Ronnen c. Appraisal Actions 15. Recent Developments in Stockholder Appraisal Charles R. Korsmo and Minor Myers 16. Appraisal as Representative Litigation Minor Myers Part IV Litigants and Lawfirms a. Plaintiffs and Lawfirms 17. Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done? Stephen J. Choi and A.C. Pritchard 18. The Mimic-the-Market Method of Regulating Common Fund Fee Awards: A Status Report on Securities Fraud Class Actions Charles Silver 19. What Do We Know About Law Firm Quality In M&A Litigation? Steven Davidoff Solomon and Randall S. Thomas b. Officers and Directors 20. Jurisdiction Over Directors and Officers in Delaware Eric A. Chiappinelli 21. Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma Megan Wischmeier Shaner Part V Comparative and International Shareholder Litigation a. The Globalization of Shareholder Litigation 22. The Globalization of Entrepreneurial Litigation: Law, Culture, and Incentives John C. Coffee, Jr. 23. The Teva Case: A Tale of a Race to the Bottom in Global Securities Regulation Sharon Hannes and Ehud Kamar b. Comparative Shareholder Litigation 24. A Transatlantic Perspective on Shareholder Litigation in Public Takeovers Dan Awrey and Blanaid Clarke 25. Private Ordering of Shareholder Litigation in the EU and the US Matteo Gargantini and Verity Winship 26. Mapping Types of Shareholder Lawsuits across Jurisdictions Martin Gelter 27. Securities Class Actions in Canada: 10 Years Later Poonam Puri c. Other Modes of Enforcement 28. CSRC Enforcement of Securities Laws: Preliminary Empirical Findings Chao Xi Index

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Book SynopsisThis book explores how the globalization of securities markets has affected market manipulation and insider trading. It delves into the responses of securities regulators, discussing new regulations designed to deter such misconduct, as well as they ways in which detection, investigation and prosecution techniques are adapting to tackle insider trading and market manipulation that crosses international boundaries.Janet Austin concisely and clearly explains changes to securities markets that have taken place over the last few decades and their impacts, as well as the main detection and investigative techniques of securities regulators. She also provides an analysis of how the work of the International Organization of Securities Commissions (IOSCO) is assisting securities regulators as they gather information and evidence they need in order to prosecute these market offences. The book concludes with suggestions for the IOSCO and securities regulators to improve their efforts in addressing cross-border market manipulation and insider trading, with a view to enhancing the overall integrity of the securities markets.The approachable analysis and hard-to-find information in this book make it a valuable resource for securities regulators, legal practitioners, and academics.Trade Review‘Reading this book will certainly enrich knowledge and sharpen our understanding of the concept of insider trading and market manipulation.’ -- Rustam Mirrakhimov, Journal of International Banking Law and Regulation‘Janet Austin has made an important contribution to improving crossborder enforcement of market abuse by taking a close look at what has been done so far, what is working, and what needs to happen next.’ -- Gail E Henderson, Banking & Finance Law Review‘Few books on capital market regulation are more welcome than a treatise on insider trading! Bravo to Professor Austin for writing such a clear yet detailed and insightful analysis regarding cross-border enforcement of insider trading violations. A wonderful piece of writing.’ -- Anita Anand, University of Toronto, Canada‘Janet Austin has produced an engaging text, which individuals, from both a legal and non-legal background, can appreciate.’ -- Nicole Johnstone, International Trade & Business Law ReviewTable of ContentsContents: Preface 1. Introduction 2. The importance of taking enforcement action against cross border insider trading and market manipulation 3. The transformation of markets driving cross border insider trading and market manipulation 4. Investigating and enforcing insider trading and market manipulation laws across borders 5. Case studies of cross border insider trading and market manipulation 6. IOSCO and the IOSCO Multilateral Memorandum of Understanding Concerning Consultation and Cooperation 7. The role of IOSCO going forward 8. Conclusion and recommendations Bibliography Index

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Book SynopsisThis timely Research Handbook examines the increasingly economically vital topic of corporate restructuring. Reflecting a shift in the global approach to insolvency towards a focus on rescuing viable businesses rather than liquidation, chapters consider all areas of the law closely connected to corporate insolvency, rehabilitation and rescue, as well as the introduction of the EU Preventive Restructuring Directive and other reforms from around the world.Featuring international expert academics, practitioners and judges, the Research Handbook takes a thematic approach, exploring national and international models for rescue, stakeholders in insolvency, corporate structures and organisational models, specialist process issues, and institutional support, as well as interdisciplinary and cross-field aspects of insolvency and restructuring. Contributions analyse issues from a broad variety of perspectives, including the economic and social aspects of insolvency, and provide a comparative discussion of topics that will further inform global academic debate in this area.Scholars and students of corporate and insolvency law, commercial law, and law and economics, will find the inter-disciplinary legal, theoretical and jurisprudential discussion invaluable. The analysis of current reform agendas, practical and alternative solutions to common problems, and comparative approach will also be of interest to practitioners and policymakers.Trade Review‘Research Handbook on Corporate Restructuring is a “must-have” for college and university collections as well as the reading lists of professionals in the field. Highly recommended.’ -- James A Cox, Midwest Book Review'This Research Handbook, ably edited by Paul Omar and Jennifer Gant, contains 28 chapters written by prominent academics, researchers and judges from a wide range of jurisdictions. It provides a range of timely perspectives against which to assess current and proposed corporate rescue laws. Specialist commentators draw on the law as well as other disciplines; analyse international and comparative elements, and address an impressive range of stakeholders, entities and institutions. This is a welcome resource on corporate restructuring for policy-makers, scholars and practitioners alike.' -- Rosalind Mason, Queensland University of Technology, Australia'This is a thought provoking Handbook which makes a valuable and significant contribution to insolvency and restructuring scholarship. The editors have brought together leading commentators from across the globe and together they have produced an invaluable resource for insolvency research and policy development. The Handbook includes a broad repository of international insolvency procedures and thinking published at a time when restructuring measures will be stress tested like never before. For those navigating the choppy waters of insolvency this book makes an invaluable companion.' -- John Tribe, University of Liverpool, UKTable of ContentsContents: Preface xii 1 Corporate rescue through the ages 1 Paul J. Omar PART I NATIONAL AND INTERNATIONAL MODELS FOR RESCUE 2 International organisations and the search for global insolvency standards 17 Gerard McCormack 3 The evolution of corporate rescue in Canada and the United States 40 Jassmine Girgis 4 The idea of rescue and the Chapter 11 model 59 Edward Janger 5 Trust as a turnaround technique to influence the continuity versus asset recovery decision of restructuring bankers: An empirical tale 73 J A A Adriaanse and J I van der Rest 6 Reforms in adverse economic climates: how reforms take place in the Eurozone 87 Catarina Serra, Alexandra Kastrinou and Giulia Vallar PART II STAKEHOLDERS IN INSOLVENCY 7 Involving secured creditors in restructuring proceedings 120 Francisco Garcimartín and Nuria Bermejo 8 Potential liability for directors during corporate restructuring: comparative perspectives 143 Jason Harris and Anil Hargovan 9 Employees as stakeholders in restructuring and insolvency: acquired rights and business transfers 166 Jennifer L. L. Gant 10 The position of shareholders in a restructuring 185 Stephan Madaus 11 Consumers, entrepreneurs and insolvency proceedings 201 Tuula Linna PART III CORPORATE STRUCTURES AND ORGANISATIONAL MODELS 12 Corporate groups 214 Jessica Schmidt 13 Bank insolvency – recovery and resolution 228 Andrew Campbell and Paula Moffatt 14 Making insolvency law responsive to the needs of financially distressed micro and small enterprises 246 Janis Sarra 15 Franchisees as externalities of insolvent franchisors: a windfall gain for employees? 261 Jenny Buchan 16 Insolvent partnerships: development of a normative framework based on a contractual paradigm 278 Rebecca Parry PART IV SPECIALIST PROCESS ISSUES 17 Insurance procedures in corporate insolvency: a comparison of the arrangements in the United Kingdom, Australia, and New Zealand 299 Robin Bowley 18 Pension rights and funds 327 David Pollard 19 Patent-rich firms and corporate restructuring: patent signalling, valuation, and governance 346 Janice Denoncourt 20 The impact of artificial intelligence on insolvency law and practice 377 Christoph Henkel PART V INSTITUTIONAL SUPPORT 21 The realm of soft law instruments in restructuring and insolvency law 401 Gert-Jan Boon and Bob Wessels 22 Cross-border corporate restructurings, judicial assistance and judge-made law: New Zealand and Cayman Island experiences 430 Hon Paul Heath QC and Hon Justice Ian Kawaley 23 Corporate insolvency practitioners: ethics and fiduciary duties 447 Lézelle Jacobs PART VI INTERDISCIPLINARY AND CROSS-FIELDS OF INSOLVENCY AND RESTRUCTURING 24 Overlooked human rights concerns in the restructuring and insolvency context 466 Chrystin Ondersma 25 The role of social policy in corporate rescue and restructuring: a messy business 476 Jennifer L L Gant 26 Law and economics of corporate financial difficulty 500 Jonathan Hardman 27 A behavioural law and economics perspective on EU restructuring and insolvency law 513 Annika Wolf 28 The analytical boundary between corporate reorganisation and sale in corporate bankruptcy theory 525 Sarah Paterson Index

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Book SynopsisA heavily debated topic, the evolution of shareholders' duties risks the transformation of the very concept of shareholder primacy, crucially associated with shareholder rights. Offering a distinctive and comprehensive examination of both current and forthcoming enforcement mechanisms in the area of shareholder duties, this timely book provides an exhaustive analysis of the many issues related to these mechanisms, and considers the ongoing challenges surrounding their implementation.Enforcing Shareholders' Duties is unique in critically challenging the revised Shareholder Rights Directive as well as other legal provisions. Adopting a holistic view of the possible enforcement issues shareholders may face in company law, it argues for a measured approach in the design of such enforcement mechanisms and for a careful consideration of the effects of a legal interventionist approach. Astute and engaging chapters provide arguments and recommendations for future regulatory initiatives aimed at ensuring shareholders will remain incentivised to invest in companies, whilst still assuming their responsibilities.Students and researchers with an interest in financial and corporate law, particularly from a policy and governance angle, will find this book an important resource. Its focus on the emerging agenda surrounding the enforcement of shareholders' duties ensure it is also highly relevant for legislators, policymakers, and practitioners.Contributors include: A. Anand, H.S. Birkmose, J. Borg-Barthet, I.H.-Y. Chiu, M. Gargantini, E. Howell, C. Malberti, M. Neville, J. Payne, C. PuskaTrade Review'The great financial crisis of 2008 led the EU to rethink the relationship between listed companies and shareholders. Institutional investors have been requested to play a stewardship role in listed companies as well as banks, and to force management to take a more long-term view. Enforcing Shareholders' Duties offers the first comprehensive analysis on the enforcement of these new obligations, examining the key issue as to whether jurisdictions should choose private, public or ''social'' enforcement, or a combination thereof, and to what extent? This book will be of great interest to institutional investors, companies, policymakers and academics, not just in the EU, but also worldwide.' --Pierre-Henri Conac, University of Luxembourg'The imposition of engagement and/or fiduciary duties upon shareholders, whether institutional or controlling ones, is a relatively new phenomenon in most jurisdictions, the implications of which for corporate law can hardly be overestimated. This volume fills an important gap in the literature by focusing on the law in action of shareholder duties. Its rich and insightful chapters give the reader a refined, nuanced and comprehensive understanding of the challenges and ramifications of the policies underlying the imposition of shareholder duties.' --Luca Enriques, University of Oxford, UK'The role of shareholders is paramount in corporate governance, and their duties are underexplored. This important book makes a crucial contribution to rethinking the different ways in which shareholders' obligations may be made operational in corporate law - with implications that must concern all scholars, policymakers and practitioners in this area.' --Wolf-Georg Ringe, University of Hamburg, GermanyTable of ContentsContents: Foreword Takis Tridimas PART I: The Contours of Enforcement 1. Legal and Economic Rationales for Shareholder Duties and their Enforcement Anita Anand and Christopher Puskas 2. Duties Imposed on Specific Shareholders Only, and Enforcement Implications Hanne Birkmose 3. Shareholder Engagement Duties: The European Move beyond Stewardship Christoph Van der Elst PART II: The Sources of Enforcement 4. Contractual Enforcement of Shareholders’ Duties Corrado Malberti 5. Private vs Public Enforcement of Shareholder Duties Iris Chiu 6. Legal vs Social Enforcement of Shareholder Duties Konstantinos Sergakis PART III: Sanctioning Shareholders’ Duties 7. Enforcing shareholder duties through suspension of the exercise of voting rights Karsten Sørensen and Mette Neville 8. Financial Sanctions for breach of shareholders’ duties Jennifer Payne and Elizabeth Howell 9. The Basis of Shareholder Liability for Corporate Wrongs Christian A. Witting PART IV: Barriers to Enforcement 10. Barriers to Shareholder Identification and Entitlement Matteo Gargantini 11. Barriers to the Enforcement of Shareholders’ Duties Flowing from Primary EU Law Christoph Teichmann and Lothar Wolff 12. Jurisdictional Barriers to Enforcement Justin Borg-Barthet Index

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Book SynopsisIn the minds of some, complying with the U.S. Foreign Corrupt Practices Act and related laws is easy: 'you just don't bribe.' The reality, as sophisticated professionals should know, is not so simple. This book is for professionals across various disciplines who can assist in risk management and want to learn strategies for minimizing risk under aggressively enforced bribery laws. Written by a leading expert with real-world practice experience, this book elevates knowledge and skills through a comprehensive analysis of all legal authority and other relevant sources of information. It also guides readers through various components of compliance best practices from the fundamentals of conducting a risk assessment, to effectively communicating compliance expectations, to implementing and overseeing compliance strategies. With a focus on active learning, this book allows readers to assess their acquired knowledge through various issue-spotting scenarios and skills exercises and thereby gain confidence in their specific job functions. Anyone seeking an informed and comprehensive understanding of the modern era of enforcement of bribery laws and related risk management strategies will find this book to be a valuable resource including in-house compliance personnel, FCPA and related practitioners, board of director members and executive officers.Trade Review'Professor Mike Koehler is a leading authority on anti-corruption. He uses that knowledge to anticipate trends in the law and to distill the principles and actions that matter in practice. For companies that want to get the most value out of their anti-corruption efforts, Professor Koehler's advice is invaluable.' --Jay Jorgensen, Executive Vice President and Global Chief Ethics and Compliance Officer, Walmart, US'For years, Mike Koehler - also known as the ''FCPA Professor'' - has been a leading voice in an important conversation about one of the key enforcement priorities of the United States government. This book is a prime example of why corporate compliance professionals and practitioners alike continue listen to Professor Koehler. His rigorous discussion and analysis of the legal framework underlying the FCPA is a must read.' --Jay Darden, Paul Hastings LLP and former Assistant Chief, Department of Justice Fraud Section'Professor Mike Koehler is an authoritative and practical voice in understanding the Foreign Corrupt Practices Act and the many related US and foreign laws and regulations impacting how companies conduct business in the global economy. He has an encyclopedic knowledge of the FCPA and distills it into understandable and user-friendly teachings that both lawyers and non-lawyers can understand and use.' --Claudius Sokenu, Andeavor, USTable of ContentsContents: Introduction and Overview 1. A Diverse Group of Professionals Need Skills to Spot Risk under the FCPA and Related Laws 2. The FCPA’s Core Anti-Bribery Provisions and Related Risk Management Strategies 3. A Focus on Third Parties and Related Risk Management Strategies 4. The FCPA’s Exception, Affirmative Defenses and Related Risk Management Strategies 5. The FCPA’s Books and Records and Internal Controls Provisions 6. Compliance Best Practices and the Fundamentals of Conducting a Risk Assessment 7. Implementing a Compliance Program and Effectively Communicating Compliance Expectations 8. Overseeing A Compliance Program Conclusion Index

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Book SynopsisThe significant role of credit in obtaining corporate capital means that credit and the treatment of creditors’ interests raises distinctive issues in the event of company insolvency. In this book, Kayode Akintola addresses these issues, providing an exceptional in-depth analysis of the principles, policy and practice of creditor treatment in corporate insolvency law.Key features include: an exploration of aspects of corporate insolvency law in need of reform an extensive examination of the rights and priorities of secured and unsecured creditors in English corporate insolvency law an analysis of the impacts of key legislative developments, such as the Insolvency (England and Wales) Rules 2016, and recent case law, such as the Supreme Court decision in the Lehman Waterfall case a unique consideration of bank insolvency regimes in the context of creditor treatment. Creditor Treatment in Corporate Insolvency Law is a specialist guide for legal practitioners and members of the judiciary looking for a clear account of current law and practice in this field. It is also a valuable doctrinal treatment of the law for scholars of corporate insolvency law, and will be of interest to policymakers involved in debates about reforms to creditor treatment and secured transactions law.Trade Review‘The book is geared primarily towards practitioners and the judiciary.. Nevertheless, this monograph is more than appropriate for research purposes in the areas of corporate insolvency and corporate finance.’ -- Eugenio Vaccari, Eurofenix‘The Elgar insolvency series presents legal titles in a format that allows for ease of navigation to a particular point of law, each written by specialists in their respective fields, often with insight either from private practice or from an academic perspective. This work by Dr Akintola not only fulfils that intention, but his insights are compelling, eloquent and address several imperati ve questions. The concise discussion on the case law and statutory provisions make the work accessible, and the arguments easy to follow - an impressive act given the technical nature of the subject. The way in which this book has been written will mean that it maintains its relevance, and importance in future discussions that concern creditor treatment, including the task of the UK reforming its insolvency system for the post-Brexit era. There is no doubt that this work will offer an authoritative statement on the law and practice of credits in regard to corporate insolvency. This book will be of interest to legal practitioners, members of the judiciary and academics who require knowledge of creditor treatment and associated issues.’ -- John M Wood, Insolvency Intelligence‘This book uses a mixture of empirical data, doctrinal argument and policy analysis to re-examine the issues arising from the use of secured financing by a company in the situation where security is most crucial: the insolvency of the debtor. It is an interesting and lively addition to the debate as to how English law should respond to this situation.’ -- Louise Gullifer, University of Cambridge, UK‘Dr Kayode Akintola’s new book Creditor Treatment in Corporate Insolvency Law tackles the most significant issues affecting creditors in corporate insolvency in a robust and sophisticated manner. It is lucid and compelling; written in easy and accessible prose, it presents complex issues and arguments simply and clearly. It is a work of great scholarship and probably the most significant contribution to English corporate insolvency law in the last decade. This welcome addition to the scholarship on corporate insolvency law will appeal to practitioners, academics, students, policymakers and indeed anyone interested in the principles or policies underlying English corporate insolvency law.’ -- Fidelis Oditah QC, South Square, UK'Dr Akintola's thoughtful, comprehensive exposition of how debt finance shapes insolvency law and how the law's various priority ordering techniques affect debt finance cements his place as a member of the UK's exciting new generation of insolvency law scholars. He usefully illuminates many of the issues that are at stake as the UK embarks on the task of reforming its insolvency system for the post-Brexit era.' -- Adrian Walters, Chicago-Kent College of Law, USTable of ContentsContents: Foreword Part I - Credit and the Company 1. The Company, its Capital and Insolvency 2. Variants of Credit Part II - Creditor Treatment in Corporate Insolvency Law 3. Principles of Creditor Treatment 4. The Treatment of Unsecured Creditors 5. The Treatment of Secured Creditors Part III - Closing: Creditor Treatment in Special Insolvency Proceedings 6. Bank Insolvency Proceedings 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 SynopsisIn the minds of some, complying with the U.S. Foreign Corrupt Practices Act and related laws is easy: 'you just don't bribe.' The reality, as sophisticated professionals should know, is not so simple. This book is for professionals across various disciplines who can assist in risk management and want to learn strategies for minimizing risk under aggressively enforced bribery laws. Written by a leading expert with real-world practice experience, this book elevates knowledge and skills through a comprehensive analysis of all legal authority and other relevant sources of information. It also guides readers through various components of compliance best practices from the fundamentals of conducting a risk assessment, to effectively communicating compliance expectations, to implementing and overseeing compliance strategies. With a focus on active learning, this book allows readers to assess their acquired knowledge through various issue-spotting scenarios and skills exercises and thereby gain confidence in their specific job functions. Anyone seeking an informed and comprehensive understanding of the modern era of enforcement of bribery laws and related risk management strategies will find this book to be a valuable resource including in-house compliance personnel, FCPA and related practitioners, board of director members and executive officers.Trade Review'Professor Mike Koehler is a leading authority on anti-corruption. He uses that knowledge to anticipate trends in the law and to distill the principles and actions that matter in practice. For companies that want to get the most value out of their anti-corruption efforts, Professor Koehler's advice is invaluable.' --Jay Jorgensen, Executive Vice President and Global Chief Ethics and Compliance Officer, Walmart, US'For years, Mike Koehler - also known as the ''FCPA Professor'' - has been a leading voice in an important conversation about one of the key enforcement priorities of the United States government. This book is a prime example of why corporate compliance professionals and practitioners alike continue listen to Professor Koehler. His rigorous discussion and analysis of the legal framework underlying the FCPA is a must read.' --Jay Darden, Paul Hastings LLP and former Assistant Chief, Department of Justice Fraud Section'Professor Mike Koehler is an authoritative and practical voice in understanding the Foreign Corrupt Practices Act and the many related US and foreign laws and regulations impacting how companies conduct business in the global economy. He has an encyclopedic knowledge of the FCPA and distills it into understandable and user-friendly teachings that both lawyers and non-lawyers can understand and use.' --Claudius Sokenu, Andeavor, USTable of ContentsContents: Introduction and Overview 1. A Diverse Group of Professionals Need Skills to Spot Risk under the FCPA and Related Laws 2. The FCPA’s Core Anti-Bribery Provisions and Related Risk Management Strategies 3. A Focus on Third Parties and Related Risk Management Strategies 4. The FCPA’s Exception, Affirmative Defenses and Related Risk Management Strategies 5. The FCPA’s Books and Records and Internal Controls Provisions 6. Compliance Best Practices and the Fundamentals of Conducting a Risk Assessment 7. Implementing a Compliance Program and Effectively Communicating Compliance Expectations 8. Overseeing A Compliance Program Conclusion Index

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Book SynopsisThis research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.Through coverage of key jurisdictions in Asia, Europe and the Americas, this research handbook reveals differences and similarities between legal traditions that have shaped different countries’ laws, and the extent to which these laws have become more similar over the past decades. It takes a broad perspective throughout comparative corporate governance, considering the rights and duties of shareholders, including controlling and minority shareholders, directors and the relationship between their powers. Chapters address key topics such as the methods and goals of comparative corporate governance research and enforcement of corporate governance.Informative and perceptive, Comparative Corporate Governance will be a key resource for academics and students in commercial law, comparative law and government studies. Internationally oriented corporate law practitioners and law firms will also be interested in the legal information contained in the chapters.Trade Review’Comparative Corporate Governance is an excellent “go-to” guidebook for both academics and practitioners in corporate law and finance.’ -- Irina Bevza, LSE Review of Books'Afra Afsharipour and Martin Gelter have assembled an outstanding and truly diverse team of corporate law scholars to give us a state-of-the-art snapshot of both new and old key topics in comparative corporate governance. Many of this book's chapters are destined to become a key reference for future scholarship in the field.' -- Luca Enriques, University of Oxford, UK'Thoughtfully curated, skillfully executed, and refreshingly global, this research handbook provides novel insights on the most important areas in the field from established leaders and rising stars. It is a must have resource for anyone interested in comparative corporate governance.' -- Dan W. Puchniak, National University of SingaporeTable of ContentsContents: 1 Introduction to comparative corporate governance 1 Afra Afsharipour and Martin Gelter PART I PERENNIAL DEBATES IN COMPARATIVE CORPORATE GOVERNANCE 2 Methods of comparative corporate governance 20 Christopher M. Bruner 3 Corporate law and economic development 38 Vikramaditya S. Khanna 4 The law and economics of comparative corporate law 56 María Isabel Sáez Lacave and María Gutiérrez Urtiaga 5 Corporate purpose and short-termism 73 Martin Petrin and Barnali Choudhury 6 Comparative and transnational developments in corporate social responsibility 92 Cynthia A. Williams PART II THE BOARD: ITS DUTIES AND ITS FUNCTIONS 7 The structure of the board of directors: boards and governance strategies in the US, the UK and Germany 116 Klaus J. Hopt and Patrick C. Leyens 8 Board composition: between independent directors, minority representatives and employee representatives 144 Jean Jacques du Plessis 9 Diversity and the board of directors: a comparative perspective 179 Darren Rosenblum 10 Board duties: the duty of loyalty and self-dealing 200 Marco Corradi and Geneviève Helleringer 11 The duty of care and the business judgment rule: a case study in legal transplants and local narratives 220 Carsten Gerner-Beuerle 12 Board duties: monitoring, risk management and compliance 242 Virginia Harper Ho 13 Who decides executive pay? A comparative perspective 263 Li-Wen Lin 14 Accounting and convergence in corporate governance: doctrinal or economic path dependence? 282 Martin Gelter PART III SHAREHOLDERS 15 Shareholder proposals shaking up shareholder say: a critical comparison of the United States and Europe 302 Sofie Cools 16 Controlling shareholders and their duties 324 Gaia Balp and Marco Ventoruzzo 17 Minority shareholders’ rights, powers and duties: the market for corporate influence 346 Umakanth Varottil 18 Institutional investors, activist funds and ownership structure 368 Assaf Hamdani and Sharon Hannes 19 Diversified enterprises with controlling shareholders: a theoretical analysis of risk-sharing, control/voting leverage, and tunneling 389 Sang Yop Kang PART IV ENFORCEMENT 20 Public versus private enforcement in corporate governance 412 Pierre-Henri Conac 21 Direct and derivative shareholder suits: towards a functional and practical taxonomy 431 Alan K Koh and Samantha S Tang PART V SPECIAL TOPICS: MERGERS AND ACQUISITIONS 22 Corporate governance in negotiated takeovers: the changing comparative landscape 455 Afra Afsharipour 23 Managing management buyouts: a US-UK comparative analysis 477 Andrew F. Tuch Index

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Book SynopsisThis essential Research Handbook provides a comprehensive and critical assessment of the global governance instruments related to business and human rights from an interdisciplinary perspective. Contributions from a diverse range of leading international scholars offer an overview of the existing literature and rapidly-evolving research discipline, as well as identifying key trends and outlining an ambitious future research agenda.The Research Handbook first examines governance initiatives that operate across economic sectors, discussing both public and private initiatives at state, regional and international levels that seek to develop, implement and enforce rules with regard to the impacts of transnational business activities on human rights. Chapters then investigate particular economic sectors – including textiles, electronics, agro-chemical, construction, and finance – to assess the ways in which different initiatives attempt to mitigate risks and address business-related human rights abuses.Scholars of law, regulatory governance, global governance, management, human rights and social sciences who are interested in gaining a deeper understanding of the emerging business and human rights regime will find this Research Handbook a crucial read. It will also prove a useful and thorough introduction for students, scholars and practitioners new to the field of business and human rights.Trade 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 SynopsisThis insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.Featuring contributions from leading scholars, the Research Handbook invites readers to reconsider corporate purpose and personhood by offering a perceptive route to better understand changes that are already apparent in the modern corporation across the world. It provides examples of how a 21st century lens for viewing corporate purpose and personhood will leave us with a different picture and a new understanding of these topics, as well as future directions in corporate social responsibility. Chapters offer analysis of a wide range of topics related to corporate purpose and personhood, including shareholder primacy, stakeholder governance, corporate social responsibility and benefit corporations.This Research Handbook will be a vital resource for students and academics in the areas of corporate and constitutional law, as well as for researchers with an interest in management, business and social responsibility.Trade Review'What is a corporation, and what is its social and economic function? These questions about the ''purpose'' and the ''personhood'' of corporations go to the heart of many urgent problems in corporate law and finance, as well as in society’s choices about regulating corporations. Yet they are unsettled, and passionately debated, even among the experts. This collection of essays, solicited and edited by two superstars of the corporate law field, brings together work by 22 of the most well-respected senior scholars, and the brightest, up-and-coming junior scholars to explore these issues. Each brings unique insights from other related fields that illuminate whole new ways to parse and understand the personhood and purpose debates. This Handbook is a must read for anyone working on these issues!' -- Margaret M. Blair, Vanderbilt University Law School, US'The enduring question of the role of corporations in society is again central. With evidence that stockholder power has contributed to lower gainsharing with workers, increased externalities, and corporate conduct slowing the necessary response to climate change, finding a positive way forward to capture the dynamism of the corporate form while channeling it in a positive way consistent with the public interest is vital. This Handbook gives the reader, in one shot, access to the thoughts of diverse viewpoints, but sharing a singular characteristic, all of them have perspectives worth considering.' -- Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz, USTable of ContentsContents: Corporate purpose and personhood: an introduction ix PART I JUMPING OFF POINTS FOR A NEW LOOK AT TRADITIONAL TOPICS 1 What Jensen and Meckling really said about the public company 2 Brian R. Cheffins 2 Business purpose and the objective of the corporation 27 Edward B. Rock 3 A more equitable corporate purpose 47 Veronica Root Martinez PART II SHAREHOLDERS VS. STAKEHOLDERS, BENEFIT CORPORATIONS, AND ESG 4 The “value” of a public benefit corporation 68 Jill E. Fisch & Steven Davidoff Solomon 5 Enlightened shareholder value, stakeholderism, and the quest for managerial accountability 91 Dorothy S. Lund 6 The shareholder-stakeholder alliance: exposing the link between shareholder power and the rise of a corporate social purpose 109 Lisa M. Fairfax 7 ESG investing, or, if you can’t beat ’em, join ’em 130 Ann M. Lipton 8 Purpose in business association statutes: much ado about something (but not much) 148 Brett McDonnell 9 For whom is the corporation managed and what is its purpose? A stakeholder perspective based on the law of Delaware 165 Cynthia A. Williams PART III BROADER THEORETICAL FOUNDATIONS FOR GROUNDING VIEWS OF CORPORATE PURPOSE AND PERSONHOOD 10 Shareholder primacy is illogical 186 Frank Partnoy 11 The “franchise” view of the corporation: purpose, personality, public policy 201 Saule T. Omarova 12 Corporate personality, purpose, and liability 222 Paul B. Miller 13 Facts and values in corporate legal theory 240 James D. Nelson PART IV CORPORATE PERSONALITY, POLITICS, AND RIGHTS 14 Regulatory partitioning as a key function of corporate personality 263 Mariana Pargendler 15 Corporate personhood and the putative First Amendment right to discriminate 283 Kent Greenfield & Daniel A. Rubens 16 The corporation’s political purpose 299 Sarah C. Haan 17 Personhood, procedure and the endurance of corporate compliance 320 Miriam H. Baer PART V LESSONS FROM COMPARATIVE AND INTERNATIONAL STUDY AND POSSIBLEWAYS FORWARD 18 Beyond shareholder value: exploring justifications for a broader corporate purpose 344 Martin Petrin 19 Lessons from India’s struggles with corporate purpose 362 Afra Afsharipour 20 Varieties of shareholderism: three views of the corporate purpose cathedral 386 Amir N. Licht Index

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Book SynopsisProviding a definition of the concept of harmonisation within the context of the European Union, this timely book debunks the idea that EU harmonisation measures are made behind closed doors in Brussels and imposed, top-down, on the Member States.Promoting the vision of the EU as an arena of dialectic law-making, Redefining Harmonisation tackles the most debated issues within the study of harmonisation, including ambiguity of language, ambiguity of objectives in European law, and a declining level of support for further European integration. Emilie Ghio examines the purpose of harmonisation through an analysis of the most important provision of EU primary law, Article 114(1). Chapters analyse the core elements of Article 114(1), namely the link between harmonisation and the internal market, the role of the Member States in the harmonisation process, and the harmonisation language adopted by the EU. Ghio puts this analysis to the test by studying harmonisation in action, through case studies on EU primary law.Offering an in-depth exploration of the concept of EU harmonisation through the lens of European insolvency law, this book will be an insightful read for students interested in EU law and the law-making process. This will also be a useful resource for insolvency law and governance scholars, looking to develop their knowledge of this growing topic.Trade Review‘This is an imaginative work that is well-researched and well-thought-out. The concepts are clearly presented and definitions elucidated well. It is a work that invites thoughtfulness in how it goes beyond a utilitarian description of the process to consider the fundamentals of that process. What is more important, though, is that it attempts to provide answers to questions that were once considered, but which have been side-lined in the quest for more and more harmonisation. Thus, this work deserves a place on the shelves of anyone who has ever encountered the dynamics of restructuring and insolvency and posed the question why.’ -- Paul Omar, International Insolvency Review‘A number of audiences are likely to find this an interesting book. These include readers interested in the concept of harmonisation of laws and in the practical issues inherent in drafting legislation, broadly defined; as well as readers from outside Europe, who are interested in the evolution and internal dynamics of the EU. The author brings together useful multi-disciplinary perspectives on defining and reconceptualising harmonisation, through the lens of the EU and a specific case study of the dynamic EU insolvency law.’ -- Rosalind Mason, Queensland University of Technology, AustraliaTable of ContentsContents: 1. Introduction: the harmonisation debate in the EU PART I HARMONISATION ISSUES 2. Issue n. 1: the harmonisation language 3. Issue n. 2: the purpose of harmonisation 4. Issue n. 3: harmonisation in (times of) crisis PART II HARMONISATION IN ACTION 5. Harmonisation in action: European insolvency law PART III RETHINKING HARMONISATION 6. Defining harmonisation 7. Reconceptualising harmonisation Bibliography Index

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Book SynopsisThis indispensible book offers step-by-step guidance to small and mid-sized companies and non-profit organizations in managing corruption risks in overseas markets. It covers how and why to build a culture of integrity, develop a risk-based anti-corruption compliance programme, and engage with other industry players in collective action against shared corruption challenges. The focus on culture, compliance and collective action helps resource-stretched companies to build a strong foundation for a healthy and flourishing organization, as well as contribute towards raising standards of integrity across their industry. Key features include: Guidance for creating and contributing to collective action Quick definitions, tips and practical tools such as checklists A hands-on approach with an emphasis on culture and leadership Case studies and real-life examples of both corruption risks and the importance of a strong compliance culture. Anti-Corruption Compliance will be an invaluable resource for senior managers of small and mid-sized organizations in minimizing exposure to corruption risks in international markets. It will also prove useful to corporate lawyers and others involved with compliance functions in larger companies, as well as to academics and students of corporate law with an interest in anti-corruption and compliance.Trade Review'This book should have a place in the libraries of SMEs and MNEs alike, and worn copies on the desks of compliance personnel and other senior company officers concerned with risk. Well-written and researched, the book should help enlighten and inform its primary audience of SMEs as well as others ranging from experienced compliance professionals at MNEs to regulators and academics. The case studies put real meat on the bones of sometimes obtuse or confusing anti-corruption laws and showcase possible compliance responses and good governance solutions to difficult real-life corruption risks.' --Michael Silverman, Hughes Hubbard & Reed LLP and first World Bank Group Integrity Compliance Officer, US'This book is a must-read for people who are serious about understanding and complying with the myriad rules about corruption. The book is concise and direct, but comprehensive - it packs tremendous insight into a digestible format. I recommend this book to everyone with an interest in corruption control.' --Philip M. Nichols, University of Pennsylvania, US'Anti-corruption compliance is a must for SMEs as they are more vulnerable than large multinationals. At the same time, putting in place an anti-bribery anti-corruption (ABAC) compliance programme is often considered costly and burdensome, especially for SMEs. Gemma Aiolfi debunks these assumptions. The author, who has extensive experience in the area, clearly illustrates how anti-corruption compliance ought not to be ''a standalone topic but plays into wider frameworks of business strategy and risk management''. As she rightly points out ABAC compliance is not only a question of policies, process and procedures; it is first and foremost a pillar for a sound and sustainable corporate culture. In that respect being an SME may be an advantage rather than a disadvantage. Aiolfi's book addresses policy issues and presents practical solutions in a condensed and user-friendly manner. It is great reading for all practitioners, be they chief compliance officers, in house and external lawyers or CEOs.' --Nicola Bonucci, Paul Hastings (Europe) LLP, Paris, FranceTable of ContentsContents: 1. Introduction 2. Drivers of anti-corruption compliance affecting SMEs 3. Culture, leadership and governance 4. Corruption risks in context and how to assess them 5. From the code of conduct to controls 6. Common questions and practical tips 7. Anti-corruption collective action Appendix: International anti-corruption standards and a selection of national laws Index

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Book SynopsisThis indispensible book offers step-by-step guidance to small and mid-sized companies and non-profit organizations in managing corruption risks in overseas markets. It covers how and why to build a culture of integrity, develop a risk-based anti-corruption compliance programme, and engage with other industry players in collective action against shared corruption challenges. The focus on culture, compliance and collective action helps resource-stretched companies to build a strong foundation for a healthy and flourishing organization, as well as contribute towards raising standards of integrity across their industry. Key features include: Guidance for creating and contributing to collective action Quick definitions, tips and practical tools such as checklists A hands-on approach with an emphasis on culture and leadership Case studies and real-life examples of both corruption risks and the importance of a strong compliance culture. Anti-Corruption Compliance will be an invaluable resource for senior managers of small and mid-sized organizations in minimizing exposure to corruption risks in international markets. It will also prove useful to corporate lawyers and others involved with compliance functions in larger companies, as well as to academics and students of corporate law with an interest in anti-corruption and compliance.Trade Review'This book should have a place in the libraries of SMEs and MNEs alike, and worn copies on the desks of compliance personnel and other senior company officers concerned with risk. Well-written and researched, the book should help enlighten and inform its primary audience of SMEs as well as others ranging from experienced compliance professionals at MNEs to regulators and academics. The case studies put real meat on the bones of sometimes obtuse or confusing anti-corruption laws and showcase possible compliance responses and good governance solutions to difficult real-life corruption risks.' --Michael Silverman, Hughes Hubbard & Reed LLP and first World Bank Group Integrity Compliance Officer, US'This book is a must-read for people who are serious about understanding and complying with the myriad rules about corruption. The book is concise and direct, but comprehensive - it packs tremendous insight into a digestible format. I recommend this book to everyone with an interest in corruption control.' --Philip M. Nichols, University of Pennsylvania, US'Anti-corruption compliance is a must for SMEs as they are more vulnerable than large multinationals. At the same time, putting in place an anti-bribery anti-corruption (ABAC) compliance programme is often considered costly and burdensome, especially for SMEs. Gemma Aiolfi debunks these assumptions. The author, who has extensive experience in the area, clearly illustrates how anti-corruption compliance ought not to be ''a standalone topic but plays into wider frameworks of business strategy and risk management''. As she rightly points out ABAC compliance is not only a question of policies, process and procedures; it is first and foremost a pillar for a sound and sustainable corporate culture. In that respect being an SME may be an advantage rather than a disadvantage. Aiolfi's book addresses policy issues and presents practical solutions in a condensed and user-friendly manner. It is great reading for all practitioners, be they chief compliance officers, in house and external lawyers or CEOs.' --Nicola Bonucci, Paul Hastings (Europe) LLP, Paris, FranceTable of ContentsContents: 1. Introduction 2. Drivers of anti-corruption compliance affecting SMEs 3. Culture, leadership and governance 4. Corruption risks in context and how to assess them 5. From the code of conduct to controls 6. Common questions and practical tips 7. Anti-corruption collective action Appendix: International anti-corruption standards and a selection of national laws Index

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Book SynopsisEmploying detailed case studies and real-world examples, this accessible textbook presents a clear overview of the core concepts of company law. The text will provide readers with a holistic understanding of the theoretical, financial, societal and practical aspects of company law.

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Book SynopsisEmploying detailed case studies and real-world examples, this accessible textbook presents a clear overview of the core concepts of company law. The text will provide readers with a holistic understanding of the theoretical, financial, societal and practical aspects of company law.

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas.The Advanced Introduction to Cross-Border Insolvency Lawprovides a clear and concise overview of cross-border insolvency law with particular focus on the rules governing insolvency proceedings that occur between and across countries. Increasingly, such proceedings have an international dimension, which may involve, for example, debtors with assets abroad, foreign creditors, contractual agreements with counterparties in different jurisdictions, or companies with offices or subsidiaries in a different country. The book expertly steers the reader through the complex interactions between national and supra-national rules, international model laws, and the principles that underpin them. Key Features: Uses numerous practical examples to illustrate key concepts Provides both in-depth information for advanced readers and accessible information for beginners in the field Succinctly evaluates case law and literature Follows a comparative law approach with a principle-based methodology in order to fully explore the most important issues This enlightening Advanced Introduction will be of great benefit to those studying company, commercial, and private international law, as well as to the non-specialist practitioner. Insolvency scholars will also appreciate the astute insights.Trade Review‘This book is expertly and clearly written by one of the leading experts in the field. The language is technical but not difficult, and people approaching this field for the first time will have no difficulty in understanding the basics of the subjects covered in its eight chapters. The book comes as highly recommended for those who conduct research on this topic for the first time and/or who would like to enrich their knowledge by referring to key cases and other publications in the area.’ -- Eugenio Vaccari, International Company and Commercial Law Review‘This latest addition to the very impressive oeuvre of Prof. Reinhard Bork in the field of (cross-border) insolvency law provides a comprehensive, clear and convincing treatise of issues relevant in a cross-border insolvency context. Bork addresses matters of jurisdiction, applicable law, recognition, cooperation and coordination, secondary proceedings, the position of foreign creditors in domestic proceedings and group insolvencies on the basis of both the European Insolvency Regulation and the UNCITRAL Model Law on Cross-Border Insolvency. It is a “must read” for everyone working in or studying insolvency law. I am convinced that it will find its way to and benefit practitioners and scholars around the globe.’ -- P.M. (Michael) Veder, Radboud University, the Netherlands

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Book SynopsisElgar Advanced Introductions are stimulating and thoughtful introductions to major fields in the social sciences, business and law, expertly written by the world’s leading scholars. Designed to be accessible yet rigorous, they offer concise and lucid surveys of the substantive and policy issues associated with discrete subject areas.The Advanced Introduction to Cross-Border Insolvency Lawprovides a clear and concise overview of cross-border insolvency law with particular focus on the rules governing insolvency proceedings that occur between and across countries. Increasingly, such proceedings have an international dimension, which may involve, for example, debtors with assets abroad, foreign creditors, contractual agreements with counterparties in different jurisdictions, or companies with offices or subsidiaries in a different country. The book expertly steers the reader through the complex interactions between national and supra-national rules, international model laws, and the principles that underpin them. Key Features: Uses numerous practical examples to illustrate key concepts Provides both in-depth information for advanced readers and accessible information for beginners in the field Succinctly evaluates case law and literature Follows a comparative law approach with a principle-based methodology in order to fully explore the most important issues This enlightening Advanced Introduction will be of great benefit to those studying company, commercial, and private international law, as well as to the non-specialist practitioner. Insolvency scholars will also appreciate the astute insights.Trade Review‘This book is expertly and clearly written by one of the leading experts in the field. The language is technical but not difficult, and people approaching this field for the first time will have no difficulty in understanding the basics of the subjects covered in its eight chapters. The book comes as highly recommended for those who conduct research on this topic for the first time and/or who would like to enrich their knowledge by referring to key cases and other publications in the area.’ -- Eugenio Vaccari, International Company and Commercial Law Review‘This latest addition to the very impressive oeuvre of Prof. Reinhard Bork in the field of (cross-border) insolvency law provides a comprehensive, clear and convincing treatise of issues relevant in a cross-border insolvency context. Bork addresses matters of jurisdiction, applicable law, recognition, cooperation and coordination, secondary proceedings, the position of foreign creditors in domestic proceedings and group insolvencies on the basis of both the European Insolvency Regulation and the UNCITRAL Model Law on Cross-Border Insolvency. It is a “must read” for everyone working in or studying insolvency law. I am convinced that it will find its way to and benefit practitioners and scholars around the globe.’ -- P.M. (Michael) Veder, Radboud University, the Netherlands

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Book SynopsisExamining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.The Responsible Shareholder argues that when companies cause harm to the environment, inflict injury on workers, or commit financial fraud, it is not just the actions of the directors, managers, advisers or regulators that should be scrutinized. Instead of consigning shareholders to a passive or marginal role in the drive for greater corporate responsibility, this book recommends that it is time to hold this key constituency in the company decision-making structure accountable.Comparative and interdisciplinary, this book will be a key resource for students and scholars of corporate law and governance, business law and insolvency law. It will also be of value to company law policy makers, corporate interest groups and think tanks engaged in corporate law reform.Trade Review‘The book takes on original research questions, adopts a new methodological approach to answer them, proposes solutions graduated on their intrusiveness on the existent corporate governance paradigm, and adds a new dimension to the debate on the role of shareholders: that of responsibility. An anchorage to the existing general framework prevents the disorientation of the reader, that can navigate the interdisciplinary analysis without losing the coordinates offered by the traditional corporate law scholarship. Regardless of the extent to which shareholders will further take their place at the core of corporations in the future, this book usefully places at the centre of the intellectual debate the potential benefits that responsible shareholders can produce on the broader society.’ -- Michele Corgatelli, International and Comparative Corporate Law Journal‘This is a rigorous and scholarly book that seeks to (re)invigorate shareholders as actors capable of exercising power and influence in the corporation beyond simple concerns with the amount of their dividend or the price of their stock. Responsibility is the counterpoint to receiving benefits from the corporation in Bottomley’s analysis. Shareholders should (and he does not rule out compulsion) be encouraged to engage with corporate purpose and corporate decision-making. This engagement will increase trust and confidence in the corporation both externally and internally.’ -- Sally Wheeler, Australian National University, Australia'Shareholders throughout the world are increasingly flexing their muscles to keep companies focused on shareholder interest. But what should companies — and society — expect from shareholders? This is a question largely missing from the conventional understanding of corporations, which treats shareholders as beneficiaries of obligations but holders of none. Bottomley draws on a brilliant career’s worth of serious study to highlight the importance of the question and to develop persuasive answers.' -- Kent Greenfield, Boston College Law School, US‘Stephen Bottomley has written a serious and thoughtful book which attempts to find solutions to some of the problems we face with corporate governance by treating shareholders as responsible agents and identifying ways of promoting greater shareholder responsibility which do not rely on top-down prescription. It represents a considered, reflective and practical engagement with important issues by someone who knows the field inside out.’ -- Paddy Ireland, University of Bristol, UKTable of ContentsContents: Preface 1. Where were the shareholders? 2. Who are the shareholders? 3. Responsibility in a corporate context 4. Responsible shareholding in practice 5. Promoting shareholder responsibility 6. Compelling shareholder responsibility 7. Shareholder responsibility in context Index

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Book SynopsisThis thought-provoking book critically analyses the interaction of innovation, technology and corporate law. It highlights the impact of technology, including artificial intelligence and distributed ledger technology, on corporate governance and form, examining the extent to which technology may enhance or displace conventional theories and practices concerning corporate governance and regulation.Expert contributors from multiple jurisdictions identify themes and challenges that transcend national boundaries and confront the international community as a whole. Chapters investigate corporate form, governance democratisation resulting from the more prevalent use of technology, the introduction of new classes of stakeholders and novel fund-raising activities and the impact of technology on corporate governance and regulatory supervision. Offering theoretical, practical and policy perspectives on the integration of technology with corporate governance and regulation, it provides a key contribution to the broader debate concerning the impact of technology on modern life.This insightful book should stimulate incisive academic discourse and will be of value to students and scholars of corporate, business and technology law. It will also be of benefit to legal practitioners, regulators and policy-makers interested in technological innovation.Trade Review‘This is an illuminating legal guide to the world of self-driving corporations, AI systems as corporate board members, and all the corporate governance challenges that come from the rise of technology. As always, the law plays catch-up, as the technology runs ahead. This collection of thoughtful analyses of the issues will well serve all lawyers who are chasing the technology and attempting to keep up.’ -- Ross P Buckley, KPMG and KWM Professor of Disruptive Innovation, UNSW Sydney, Australia'The breadth of perspectives of this work on technology and corporate law is as impressive as the insightfulness of its contributions. As technology heavily impacts corporate governance practices, organisational forms and the functioning of capital markets, this book deserves its place in the library of anyone with an interest in the present and the future of corporate law.' -- Luca Enriques, Professor of Corporate Law, University of Oxford, UKTable of ContentsContents: Foreword viii Acknowledgements xii 1 Introduction to Technology and Corporate Law 1 Andrew Godwin, Pey Woan Lee and Rosemary Teele Langford PART I CORPORATE FORM 2 Viewing artificial persons in the AI age through the lens of history 21 Susan Watson PART II CORPORATE GOVERNANCE 3 The corporate board in an age of collaborative intelligence and complex risk 43 Helen Bird and Natania Locke 4 Artificial intelligence and corporate boards: some ethical implications 70 Vivienne Brand 5 Data explosion, disclosure and stepping stones 99 Rosemary Teele Langford 6 Recalibrating directors’ liabilities amidst technological flux 126 Pey Woan Lee and Susanna HS Leong PART III GOVERNANCE DEMOCRATISATION 7 Shareholder empowerment in the digital age 152 Pearlie Koh 8 The first step of a long march: dual-class company regulation and the experiment by the sci-tech and innovation board in China 178 Charlie Xiao-chuan Weng, Shangxuan Wu and Zhaohui Shen 9 Corporate governance challenges in initial coin offerings 205 Aurelio Gurrea-Martínez and Nydia Remolina 10 Corporate governance implications of equity crowdfunding 227 Steve Kourabas PART IV DATA ENHANCEMENTS AND ALTERNATIVE MODELS FOR ‘CORPORATE’ GOVERNANCE 11 Corporate disclosure in a technology-enabled world 252 Andrew Godwin 12 Keep your ‘invisible hands’ to yourself: freeing corporate governance from the cult of the ‘efficient market’ 277 David C Donald 13 The advent of decentralised autonomous business networks in the disembodied economy: a discussion on why the governance regimes of corporations and partnerships are unsuitable to them 306 Moshood Abdussalam and Mia Rahim

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Book SynopsisShareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection rights across 19 different jurisdictions representing five continents.Themes emerging from the study include the historical evolution of inspection rights, the statutory design of the inspection regime, how inspection rights interact with disclosure norms under securities regulation, and the manner in which inspection rights are actually utilized by shareholders. While there is some commonality among jurisdictions, the larger story is one of divergence, which is understandable since local needs tend to drive the design and operation of the regime.The Research Handbook on Shareholder Inspection Rights is invaluable to academics, scholars, and students working in the area of corporate law and governance, legal practitioners working in corporate law and, in particular, shareholder litigation and regulators and government bodies overseeing the corporate sector, including corporate and securities regulators.Trade Review‘This volume brings together experts from around the world to undertake the first systematic comparative analysis of shareholder inspection rights, which are an important element in corporate governance and shareholder litigation. Given the increase in shareholder participation, stewardship and activism globally, the volume is of immense relevance to scholars and practitioners of corporate law and governance.’ -- GUO Li, Peking University Law School, ChinaTable of ContentsContents: 1 Introduction to the Research Handbook on Shareholder Inspection Rights 1 Randall S. Thomas, Paolo Giudici and Umakanth Varottil PART I THE UNITED KINGDOM 2 United Kingdom historical viewpoint 20 Jonathan Hardman 3 Shareholder Inspection Rights in the UK: hotchpotch provision and information deficits 40 Brenda Hannigan PART II CONTINENTAL EUROPE 4 Shareholder inspection rights in Belgium: unpopular or unnecessary? 70 Hans De Wulf 5 Shareholders’ inspection and investigation rights in France 100 Pierre-Henri Conac 6 Information rights of shareholders in German company law 121 Christoph Teichmann 7 Inspection rights in Italy 140 Paolo Giudici 8 Inspection rights in Spain 150 María Gutiérrez Urtiaga and Maribel Sáez Lacave 9 Shareholder inspection rights in Sweden and the Nordic Countries 171 Jan Andersson 10 Right of information and right of inspection in the Netherlands 186 Christoph Van der Elst PART III THE AMERICAS 11 The paradox of Delaware’s “Tools at Hand” Doctrine: an empirical investigation 205 James D. Cox, Kenneth J. Martin, and Randall S. Thomas 12 Addendum: recent developments in the “tools at hand” doctrine 249 James D. Cox and Randall S. Thomas 13 Alternative entity inspection rights 258 Peter Molk 14 Shareholder investigation rights in Canada: a balancing of competing interests 272 Poonam Puri 15 Shareholders’ inspection rights in Colombia 289 Francisco Reyes Villamizar 16 Inspection rights and the Brazilian Law of Corporations 307 Marcelo Godke Veiga and Marcelo Vieira von Adamek PART IV ASIA AND AUSTRALIA 17 Shareholder inspection rights in Australia: then and now 323 Tim Bowley and Jennifer G. Hill 18 Shareholder inspection rights in China: law and practice 343 Robin Hui Huang 19 Over-disclosure in Hong Kong? The role of shareholder inspection rights in a competitive IFC 361 David C. Donald 20 Shareholder inspection rights in India: restricted scope and diminished effect 377 Umakanth Varottil and Neha Joshi 21 Shareholder inspection rights in Japan: a segmented multiple-track approach 396 Gen Goto 22 Shareholder inspection rights in Korea: law and practice from a comparative perspective 412 Kon Sik Kim 23 Limited shareholder inspection rights in Singapore: worrying legal gap or unnecessary for rankings? 430 Dan W. Puchniak and Samantha S. Tang 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.American Business Bankruptcy explores specialized proceedings like brokerage liquidations, pre-packaged chapter 11 cases, and 363 sales. Professor Lubben also reviews the transnational aspects of modern American bankruptcy practice, and explains chapter 15 of the Bankruptcy Code, which allows for foreign insolvency proceedings to be ‘recognized’ in U.S. courts.U.S law students and junior attorneys, international insolvency professionals, and non-legal professionals, including bankers and accountants, will appreciate this practical synthesis, which includes citations and guidance for further research.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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