Company law Books

Book SynopsisElgar Research Agendas outline the future of research in each area. Leading scholars are given the space to explore their subject in provocative ways and map out the potential directions of travel. They are relevant but also visionary.This timely Research Agenda explores key dynamics and cutting-edge developments within corporate law. Bringing together a diverse range of scholars hailing from different jurisdictions, ideological perspectives, and methodological backgrounds, it provides a roadmap for future research in the field.Through the investigation of different doctrinal and normative issues, leading scholars consider how evolving conceptual foundations, capital markets, social and cultural contexts, and technologies may impact corporate law and governance research. Ground-breaking contributions examine the increasingly global nature of corporate production and investment markets and the influence this has on the wider dynamics in the fields, suggesting new directions for navigating this complex and fascinating terrain.Students and scholars of corporate law, corporate governance, and law and business will value the innovative ideas unpacked in this state-of-the-art Research Agenda. Its forward looking and practical insights will also benefit practitioners and policymakers in corporate law, corporate governance, sustainability, and business law. and economics.Trade Review‘Bruner and Moore bring a new generation of scholars from around the world together to challenge the underlying assumptions behind much of the prior literature on corporate governance, and offer glimpses into the future of this 1000-year old institution. This is a fascinating and eye-opening collection!’ -- Margaret M. Blair, Vanderbilt University Law School, US‘At a time of accelerated change, A Research Agenda for Corporate Law presents a cutting-edge exploration of the evolving conceptual foundations of corporate law and of the global dynamics and the economic, technological, social and cultural contexts that are currently reshaping it. Featuring contributions from leading scholars in the field, the book sets out a research agenda for the study of corporate law, reflecting the complexity and dynamism of the field. It offers an essential resource for researchers, students, and policymakers seeking to understand and navigate the changing landscape of corporate law.’ -- Luca Enriques, University of Oxford, UK‘The world is changing, fast, and theorizing about corporate law might well be too. For those who want to know what direction corporate law theory is heading, this stimulating collection of essays by academics in the vanguard of corporate law scholarship is the place to start.’ -- Brian Cheffins, University of Cambridge, UKTable of ContentsContents: 1 Formulating a research agenda for corporate law 1 Christopher M. Bruner and Marc Moore PART I EVOLVING CONCEPTUAL FOUNDATIONS 2 Atomising corporate law: a battle cry for splitters 15 Jonny Hardman 3 Corporate law coasting in neutral: from egalitarianism, to sustainability, to extinction? 35 Michael Galanis 4 Integrating sustainability into corporate governance 57 Andrew Johnston PART II EVOLVING CAPITAL MARKETS 5 Dual fiduciaries: unicorns, corporate law and the new frontier 83 Anat Alon-Beck 6 The governance of entrepreneurship 101 Ofer Eldar 7 Sustainable finance and the public turn in corporate law 121 Virginia Harper Ho PART III EVOLVING SOCIAL AND CULTURAL CONTEXTS 8 An anti-racist feminist agenda for sustainable corporate law 143 Carol Liao 9 Diversity and ESG: implications for M&A 163 Afra Afsharipour PART IV EVOLVING TECHNOLOGIES 10 Decentralised finance, decentralised organisations and the future of the firm 187 Ann Sofie Cloots 11 Harnessing the collective power of retail investors 207 Sergio Alberto Gramitto Ricci and Christina M. Sautter PART V EVOLVING GLOBAL DYNAMICS 12 Global corporate charter competition 231 William J. Moon 13 The symbiosis between corporate governance and international law 251 Kish Parella PART VI CONCLUSIONS 14 Corporate law in changing times 273 Marc Moore and Christopher M. Bruner Index 279

Read more less

Book SynopsisThis timely and original book provides an exploration of the factors that combine to determine the form of regulatory problems and the overall success or failure of regulation. Using environmental regulation as a basis for analysis, this book puts forward a theoretical framework for the design of effective regulation and demonstrates how businesses’ compliance with environmental regulation, in particular, could be improved.The authors address previous shortcomings in regulatory explanations, which have frequently overlooked the structural character of regulation and underplayed how the factors involved work together to determine regulatory shape and performance. In seeking to address this deficit, the authors develop a compliance line to demonstrate how different choices on how to regulate will affect compliance outcomes. Chapters include a review of how regulation has changed and sought to improve over the years, the relationship between rule following and regulation, how regulation incorporates and relies on necessary conditions, an identification of the trade-offs involved in regulating, and a discussion of why regulation is, by necessity and to a degree, unfair.Providing theories for how regulation can be structured to improve compliance, The Structure of Regulation will be a key resource for students and academics in the fields of law and regulation, environment studies, public policy and political science.Trade Review'The Structure of Regulation delivers a fresh look at regulation and compliance. While keeping one foot solidly planted in conventional accounts of regulation, it takes a substantial step forward by integrating a thoughtful perspective on firm decision-making with a rich conception of regulatory structure. After carefully setting the theoretical stage and mapping the trade-offs presented in crafting regulation that aims for compliance, the book offers a cogent minmax methodology for regulatory design. It is nuanced but clear; provocative yet balanced.' -- Timothy Malloy, UCLA School of Law, US‘A novel analysis of regulatory compliance is on offer in this book. It relates to firms and regulation in ways that might be expected but also in ways that are revealing. A fine contribution.’ -- John Braithwaite, Australia National UniversityTable of ContentsContents: 1. Introduction to The Structure of Regulation 2. Regulation 3. Regulation and rule following 4. Conditions of regulation 5. A revised view of regulation 6. Structural exclusion References Index

Read more less

Book SynopsisNovel Beings is a forward-looking exploration into the divide between proactive and reactive regulatory approaches to the cross-section of biotechnology and artificial intelligence (AI) research. Addressing an innovative area of academic study, Novel Beings questions how this research, which has the potential to create new forms of morally valuable life, could be regulated. This fascinating book examines the promises and perils of conflicting approaches to regulating emerging technologies in the unique context of this probable challenge for law and society. An impressive, and multidisciplinary, selection of expert contributors offer considerations vital to any attempt to address these issues before they become impossible to prevent or rectify. Chapters explore technologies such as genomics, synthetic biology and neurotechnologies, as well the profusion of ‘expert systems’ – algorithms and simple AI that interweave through everyday life, from smart assistants, to the financial markets, to social media. David Lawrence and Sarah Morley also discuss the global challenges for society and the laws regarding the status of these technological beings, their protections and obligations.This book will appeal to researchers and academics who are interested in the regulation of emerging technology. It will also provide a beneficial new resource for scholars and postgraduate students studying emerging technology in different fields, such as law, bioethics and philosophy.Trade Review‘As technologies lead inexorably to the creation of intelligent beings, the need to find practical solutions to questions of moral value, status, and resulting obligations becomes increasingly urgent. This important collection depicts challenges and marks a significant advancement in the field of biolaw in its articulation of potential proactive and reactive regulatory solutions.’ -- Emma G. Cave, Durham University, UK‘I warmly welcome this exciting new book on how the law, ethics and regulation can respond to the challenges of “novel beings” from biotechnology to artificial intelligence. This is an excellent group of leading scholars in law and ethics, with exciting new insights into emerging technologies.’ -- Richard Ashcroft, City, University of London, UKTable of ContentsContents: Introduction 1 PART I PROACTIVE REGULATION 1 Embedded ethics as preparatory regulation of technology: a new solution to the Collingridge Dilemma? 12 Daniel Tigard 2 Repugnance, denial, and fear: societal challenges for regulation of novel beings 29 David R. Lawrence 3 Morally significant technology: a case against mere corporate self-regulation 46 Sarah Morley 4 Beware Oz the Great and Powerful: sci-fi determinism, flawed artificial intelligence and emerging regulatory frameworks 83 Alan Dignam 5 Newer technologies, older attitudes, and retrograde regulation 124 David R. Lawrence and John Harris PART II REACTIVE REGULATION 6 Being novel? Regulating emerging technologies under conditions of uncertainty 140 Joseph T.F. Roberts and Muireann Quigley 7 The “ethical” regulation of “novel being” technologies: the potential role for patents as ethical drivers, blockers and guiders? 171 Aisling McMahon 8 A phased approach to protection of artificial beings 194 Colin Gavaghan and Mike King 9 Concluding remarks 223 Index

Read more less

Book SynopsisBroker-Dealer Compliance is a concise yet comprehensive guide that reviews the state of broker-dealer compliance, both from general and practical perspectives. While the book has a practical focus, it also makes use of legal scholarship and behavioral and organizational literature on compliance that have grown exponentially in recent years.James Fanto discusses the main, well-established elements and practices in a broker-dealer compliance program and illustrates them with case studies and practical examples drawn from real-life situations to demonstrate the goals of a particular program element and problems in its implementation. Moreover, each chapter highlights the pressures on compliance officers and the trends that collectively may transform compliance practice in a particular area.Professionals in broker-dealer and investment firm compliance practice will find this book a readable introduction to the field. Experienced practitioners can refresh their knowledge and even learn something new about brokerage compliance program elements and practices.Trade Review‘Jim Fanto gives readers a readable, sophisticated and practical guide for all those trying to find their way through the maze of contemporary compliance, including best practices and traps for the unwary.’ -- Donald Langevoort, Georgetown University Law Center, US‘James Fanto has written a comprehensive and exceedingly accessible book on the topic of broker-dealer compliance. Professor Fanto is extraordinarily well-situated to address this topic, having served as a reporter on the American Law Institute’s Principles of Compliance project. The book clearly articulates the applicable rules and regulations, illustrating the key points with helpful case studies. It will be an indispensable reference work for those involved or interested in the field.’ -- Claire Hill, University of Minnesota Law School, USTable of ContentsContents: Preface 1. Introduction: why broker-dealer compliance? 2. Compliance risk management 3. Compliance policies and procedures 4. Compliance training 5. Compliance advice, ethics, and culture 6. Compliance monitoring and surveillance 7. Compliance investigations 8. Evaluation of the compliance program 9. Specialized compliance in broker-dealers 10. Compliance officer’s relationship with regulators 11. Reflections on the future of broker-dealer compliance Selected and annotated bibliography Index

Read more less

Book SynopsisElgar Research Agendas outline the future of research in a given area. Leading scholars are given the space to explore their subject in provocative ways, and map out the potential directions of travel. They are relevant but also visionary.Taking stock of the quiet revolution that has taken place in the field of organizational law over the last few decades, this erudite Research Agenda presents a critical overview of the current state of organizational law and explores the increasingly flexible structures and capabilities of modern organizations. Explaining and evaluating new possibilities in modern organizational law, the book demonstrates that legal organizations are much more generative than widely recognized, with the capacity to enable new configurations that combine several legal transactional techniques. Chapters consider the implications of this flexibility for monitoring, regulation, and reform, examine the effects of modern transactional creativity on the rest of the legal system, suggest how organizational statutes might be harmonized, introduce non-traditional uses of modern organizations like LLCs, and propose novel ways to regulate organizations. The book ultimately highlights that the formlessness and adaptability of modern legal organizations is the foundation for a significant body of future research on the evolving role of legal entities. This path-breaking Research Agenda will prove invaluable to academics and students of company law, partnership law, and agency law, as well as transactional lawyers and analysts of organizations in other fields. Its extensive critical analysis will benefit all those who use, study, and regulate modern legal organizations.Trade Review‘Organisations are at the heart of private law. This book takes an inspiring new look at them - broader and more fundamental than ever before, and from a highly innovative transactional perspective. Shawn Bayern has achieved nothing less than a rediscovery of the anatomy of organisations: A must read, especially for corporate lawyers!’ -- Florian Möslein, Philipps University of Marburg, Germany‘In A Research Agenda for Organizational Law, Professor Bayern takes a fresh look at relatively entrenched legal doctrine: the law of business associations. He finds this body of law significant, complex, and (in certain aspects) suboptimal. His precise, clear, suggestions for reform are responsive and realizable. A worthy read for policy makers, business law academics, and lawyers alike.’ -- Joan Heminway, The University of Tennessee, US‘Bayern is the Lewis Carrol of corporate law. Each step in the argument is commonsensical, but the journey somehow leads you through the looking glass. Take private ordering for example. LLCs have proliferated in recent years, even as courts have allowed waiver of once-mandatory corporate law rules. The virtue of this system is flexibility and its vice is that vulnerable individuals may find it even harder to protect their interests, right? Bayern shows the opposite, how the contractualization of organizational law may lead to a hardening of organizational structures – often to the benefit of the least powerful members of our society.’ -- Andrew Verstein, UCLA School of Law, USTable of ContentsContents: Preface Acknowledgements xv List of Abbreviations—Dramatis Personae 1 Introduction to modern organizational law 2 Harmony and disharmony in organizational law 3 The possibilities of modern legal organizations 4 The consequences of modern legal organizations 5 Regulating modern legal organizations Index

Read more less

Book SynopsisThis timely book offers a comprehensive exploration of the issue of transaction avoidance in the European Union (EU). Contributing to the formation of harmonised avoidance rules in the EU, it analyses the existing transaction avoidance regimes in cross-border scenarios as provided by the Recast European Insolvency Regulation and other EU regulations. Combining a private international law approach with substantive rules of transaction avoidance to improve the EU insolvency system, Oriana Casasola examines the theoretical framework of transaction avoidance and harmonisation. Comparing the avoidance actions available within and outside of the insolvency proceedings in England, Germany and Italy, chapters propose an alternative harmonisation of the transaction avoidance rules which fits within the current EU private international law framework. The book concludes by addressing the European Commission’s Directive for the harmonisation of certain aspects of insolvency law and evaluates the possible issues emerging from the proposed rules. Offering solutions for harmonisation of existing transaction avoidance regimes, this book will be essential reading for students and scholars of company and insolvency law, corporate law and governance, and EU law. It will also be beneficial for legal practitioners and policymakers interested in international insolvency law.Trade Review‘This is a clear and insightful discussion of transaction avoidance provisions in insolvencies. There is a detailed comparative analysis of avoidance laws in three major European jurisdictions, as well as a suggested original approach that might be adopted to most effectively address transaction avoidance in the EU, stopping short of full harmonisation.’ -- Rebecca Parry, Nottingham Trent University, UK‘Rules on the avoidance of transactional avoidance are critical in any insolvency law system. Dr Casasola has produced a carefully researched and timely work which will be of much value to anyone considering transactional avoidance in the European Union. The book is made even more timely by the European Commission’s proposals for a Directive that will include the harmonisation of transaction avoidance provisions. The book helpfully examines these proposals.’ -- Andrew Keay, University of Leeds, UK‘A fascinating study of transaction avoidance law within the context of insolvency in Europe. Examines in detail English, German and Italian law and points to differences and similarities in the respective legal systems. Critically considers the backdrop to recent EU harmonisation endeavours in the field and addresses how these efforts may end up multiplying rather than eliminating differences. Fully referenced and thorough in its treatment of sources.’ -- Gerard McCormack, University of Leeds, UKTable of ContentsContents: 1. Introduction to the Harmonisation of Transaction Avoidance in the EU 2. Definitions and Theoretical Framework of Transaction Avoidance and Harmonisation 3. The European Union Approach to Cross-Border Insolvency and Avoidance Actions: Issues within the Current Framework 4. A Comparative Analysis of Insolvency Transaction Avoidance of England, Germany and Italy 5. A Comparative Analysis of Private Law Transaction Avoidance Claims of England, Germany and Italy 6. The Harmonisation of Transaction Avoidance Addendum: the proposal for a directive of the European parliament and of the council harmonising certain aspects of insolvency law Index

Read more less

Book SynopsisThis Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.Key features include: article-by-article analysis of each of the provisions as adopted in the revised SRD II contribution to the ongoing discussions on shareholder rights and duties anticipated to be at the centre of debate for years to come detailed explanation by leading scholars in the field to ensure complete understanding of each SRD II provision for the reader exploration of the two pillars of shareholder engagement: the facilitation of shareholder rights and improved communication to bridge procedural gaps and implementation of transparency obligations applicable to companies, investors and service providers. This Commentary will be a key resource for legal practitioners, legislators, scholars and students alike, working in the fields of corporate governance, alternative dispute resolution and financial law.Trade Review'The Shareholder Rights Directive II has Europeanised important aspects of corporate governance, including reporting requirements of institutional investors, executive compensation, and related-party transactions. This book provides the most comprehensive and detailed analysis of the Directive to date. It will serve well anyone interested in the policies underlying the Directive, its interpretation, and its historical genesis.' -- Martin Gelter, Fordham University, US'Shareholders are vital to European corporate governance, but they can only deliver with an appropriate legal framework. This Commentary is a must-read for anyone interested in corporate governance and the role of shareholders in ensuring sustainable corporate growth. It provides the first in-depth authoritative analysis of the new provisions of the SRD II and on their impact on different European legal traditions. An invaluable guidance based on a comprehensive and systematic reading of the revised regulatory framework.' -- Carmine Di Noia, CONSOB, Italy'A valuable and insightful book on the interpretation of shareholder engagement and accountability roles in the Shareholder Rights Directive 2017. The expert authors provide detailed and critical analyses which raise important questions about the clarity and effectiveness of the provisions.' -- Iris H-Y Chiu, University College London, UKTable of ContentsContents: PART I INTRODUCTION 1. SRD II: Political ambitions and regulatory rationales 2 Hanne S. Birkmose and Konstantinos Sergakis 2. Articles 1 and 2: Scope and definitions 18 Marina B. Madsen PART II IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF EXERCISE OF SHAREHOLDER RIGHTS 3. Article 3a: Identification of shareholders 42 Matteo Gargantini 4. Article 3b: Transmission of information 74 Corrado Malberti 5. Article 3c–3f: Facilitation of the exercise of shareholder rights 104 Alessio Bartolacelli PART III TRANSPARENCY OF INSTITUTIONAL INVESTORS, ASSET MANAGERS AND PROXY ADVISORS 6. Article 3g: Engagement policy 143 Hanne S. Birkmose 7. Article 3h: Investment strategy of institutional investors and arrangements with asset managers 164 Hanne S. Birkmose 8. Article 3i: Transparency of asset managers 187 Suren Gomtsian 9. Article 3j: Transparency of proxy advisors 219 Julia Anna Mayer and Ulrich Torggler 10. Article 3k: Review 246 Hanne S. Birkmose PART IV REMUNERATION OF DIRECTORS 11. Article 9a and 9b: Say on pay 250 Anne Lafarre and Christoph Van der Elst PART V TRANSPARENCY AND APPROVAL OF RELATED PARTY TRANSACTIONS 12. Article 9c: Transparency and approval of related party transactions 286 Marcello Bianchi and Mateja Milicˇ PART VI PENALTIES 13. Article 14a and 14b: Enforcement of SRD II provisions 320 Alessio Bartolacelli, Marcello Bianchi, Hanne S. Birkmose, Matteo Gargantini, Suren Gomtsian, Anne Lafarre, Corrado Malberti, Julia Anna Mayer, Mateja Milic, Konstantinos Sergakis, Ulrich Torggler and Christoph Van der Elst Index 351

Read more less

Book SynopsisChallenging current attitudes to governance and regulation in business, this timely book ascertains how regulatory approaches can innovate to ensure sustainable business that contributes to social justice for current and future generations within ecological limits.Combining a research-based approach with a gendered perspective of how sustainability goals are shaped and how businesses should engage with them, this pioneering book creates a comprehensive and contemporary understanding of what sustainability means for business. Identifying the limitations of current approaches to gender and equality alongside the weaknesses of current regulatory and theoretical approaches in business, chapters seek to enhance the practical understanding and embeddedness of sustainability into business within legal and regulatory landscapes. Insights from an international collection of expert scholars in fields ranging from sustainability science to law offer meaningful alternatives to the sustainable business status quo on both conceptual and concrete levels.Providing a regulatory analysis of business positioned in a systems-based sustainability research framework, this book will prove an invaluable resource for students and scholars of sustainability science, business and management, and law and regulation. With practical insights, it will also prove essential for policymakers working in business regulation and sustainability in business.Trade Review‘This work belies the adage “Never judge a book by its cover” because the cover is inspiring and so is material within.’ -- Nordic Journal of International Law‘Innovating Business for Sustainability is an ambitious book that successfully questions business-paradigms and offers concrete, well thought out methods to implement sustainability in the modern business world. . . an important steppingstone in not just innovating business for sustainability but innovating the economic way of thinking around the globe.’ -- LEAD journal‘Existing corporate sustainability practices and regulatory approaches may no longer be fit for purpose for our COVID-19 world and beyond. Innovating Business for Sustainability not only captures the zeitgeist, its contributors do so in a reflective work of real scholarship which conveys the urgency of the challenge, bringing to bear thought-provoking fresh angles that frame and advance the field against the backdrop of a global pandemic.’ -- Deirdre Ahern, Trinity College Dublin, Ireland‘There is growing recognition that the interconnected global crises we face require urgent reforms to the conduct of business, yet the nature and extent of such reforms remain hotly debated. This essential volume compellingly argues that we must embed the concept of sustainability at the very heart of corporate law, and the authors’ expert analyses challenge us to rethink prevailing regulatory approaches in light of the gendered nature of existing structures and the complexity of social-ecological systems.’ -- Christopher Bruner, University of Georgia School of Law, US‘The circular economy, corporate social responsibility, green finance, and other proliferating concepts in the corporate landscape speak to the importance of embedding greater environmental sensitivity in business practice. This timely, cosmopolitan volume provides, through the voices of female scholars, valuable insights into adapting business governance to the upheavals of the Anthropocene. Professors Sjåfjell, Liao and Argyrou offer a superb, landmark contribution to theoretical and empirical knowledge in this field.’ -- Benjamin J. Richardson, University of Tasmania, AustraliaTable of ContentsContents: Preface x Foreword xii 1 Innovating business for a sustainable post-pandemic future 1 Carol Liao, Beate Sjåfjell and Aikaterini Argyrou PART I SUSTAINABILITY, GENDER AND THE ROLE OF BUSINESS 2 We need to talk about gender in the ‘safe operating space for humanity’ 18 Sarah E. Cornell 3 Systems thinking and the law in the age of the Anthropocene 48 Hanna Ahlström 4 The problem with selling gender equality as business innovation 67 Roseanne Russell PART II REGULATORY APPROACHES TO INNOVATING SUSTAINABLE BUSINESS 5 Superannuation funds and corporate sustainability in Australia 89 Vijaya Nagarajan and Ann Wardrop 6 Sustainability and implementation of the Non-Financial Reporting Directive in the United Kingdom, Germany and Spain 115 Isabel Άlvarez Vega and Charlotte Villiers 7 The shortcomings of regulating transparency for sustainable development in African mining 142 Sara Ghebremusse 8 How legal and tax support can reinforce the innovative and inclusive power of social enterprises 165 Pjotr Anthoni, Aikaterini Argyrou and Tineke Lambooy PART III RECONCEPTUALIZING THEORY, LAW AND GOVERNANCE 9 Can the modern corporation operate sustainably? 190 Susan Watson 10 Resilient corporate agents 210 Yue S. Ang 11 Regulation by litigation on the path to sustainable corporations 231 Carol Liao 12 Re-embedding the corporation in society and on our planet 255 Beate Sjåfjell 13 Corporate law and sustainability in a reimagined post-pandemic world 283 Carol Liao, Beate Sjåfjell and Aikaterini Argyrou Index

Read more less

Book SynopsisThis incisive book critically explores the principles, purpose and application of corporate rescue in order to bring new significance to rescue theory. Responding to key legislative developments and recent case law, it examines major insolvency theories and establishes which theoretical principles are prominently applied in practice, and whether these principles have affected the drivers of policy consideration.John M. Wood gives unique consideration to value within a corporate failure and rescue context, focusing on the issue of identifying the value of a company and its assets so that optimal rescue outcomes can be realised. Wood provides a detailed examination of the professional discretion afforded to insolvency practitioners to determine how commercial decisions, like rescue proposals, are construed.The in-depth analysis of key cases such as Re One Blackfriars Ltd and legislation including the Corporate Insolvency and Governance Act 2020 will prove invaluable for both practitioners and policy makers exploring corporate insolvency and rescue reform. It will also be of interest to scholars and students of insolvency law, as well as company law more broadly.Trade Review‘This book makes for a valuable contribution to the growing literature on the UK corporate insolvency law regime and the efficiency of the rescue culture. In addition to presenting established theoretical approaches, this book builds upon this knowledge and develops the concept of value preservation that adds new insights to existing discussions, a wealth of detail is provided as the various themes underpinning corporate rescue are scrutinised. The publication of this book is timely as the world emerges from COVID-19 and is currently battling a “costs of living” crisis. Scholars, practitioners, or policymakers seeking to understand current UK perspectives on corporate rescue will find Wood’s insights valuable. Thus, this work deserves a place on the shelves of anyone with an interest in UK corporate insolvency and rescue law. Its accessibility will appeal to domestic, as well as international higher-education students, early career academics, as well as more senior scholars.’ -- Emilie Ghio, International Company and Commercial Law Review‘This is a timely evaluation of UK insolvency law that has a modern feel and will be important as the world emerges from Covid-19. It builds upon established theoretical approaches and adds fresh insights through development of a concept of preservation of value. It draws upon a good range of other sources, both legal and nonlegal, and will be inspiring to readers, as well as providing an excellent introduction to the subject.’ -- Rebecca Parry, Nottingham Trent University, UKTable of ContentsContents: Foreword Preface 1. Introduction to corporate rescue 2. The pursuit of a corporate rescue objective 3. Corporate insolvency law theories and the rescue endgame 4. The value within the failed company 5. The value of corporate rescue 6. The interpretation of rescue and its value 7. The role of the courts and their input in rescue proceedings 8. Rescue in practice Index

Read more less

Book SynopsisThis comprehensive Practical Guide provides direction on the wide array of legal questions and challenges that start-ups face. Start-up Law features analysis from five jurisdictions that represent a variety of legal traditions across different continents. Expert contributors address key legal issues for technology-based start-ups and entrepreneurs, as well as providing insights into the law and practice of the countries examined. Key features include: a focus on the complete life cycle of a start-up, from innovative idea through growth of the business to success or failure specific, in-depth analysis of law relating to start-up businesses in Denmark, Canada, Israel, Switzerland and the United States guidance aimed at helping start-ups and entrepreneurs navigate the diverse legal and regulatory hurdles they may encounter, including practical insights from expert contributors with first hand industry experience. Start-up Law will prove crucial reading for lawyers advising technology start-ups, as well as entrepreneurs themselves in this sector. It will also be useful for scholars and students in business and commercial law, as well as policy-makers interested in providing a supportive regulatory environment for innovation and start-ups.Trade Review‘Start-up Law provides a broad overview of the key legal questions that young companies are required to master, doing so in comprehensive language, understandable by non-practitioners. It particularly addresses the need for start-up companies to look outside their own borders to benefit from the various opportunities of global jurisdictions. For anyone who is either starting a company or looking to expand to one of the covered jurisdictions, this resource will help you save a lot of valuable time and legal fees.' -- Matthieu Guiessaz, Blockchain Valley Ventures, SwitzerlandTable of ContentsContents: Part I – Introduction and Importance of Start-ups 1. Introduction Alexandra Andhov 2. Importance of Start-ups for our Legal Systems Alexandra Andhov Part II - Jurisdictions 3. Canada Oleg Stratiev 4. Denmark Alexandra Andhov, Jakob Wested and Rasmus Kristian Feldthusen 5. Israel Ehud Kamar, Ayal Shenhav and Shay Yanovsky 6. Switzerland Michèle Ineczka Kappeler and Luigi Bruno 7. The United States Drew Amerson and Alice Armitage Index

Read more less

Book SynopsisThis comprehensive Practical Guide provides direction on the wide array of legal questions and challenges that start-ups face. Start-up Law features analysis from five jurisdictions that represent a variety of legal traditions across different continents. Expert contributors address key legal issues for technology-based start-ups and entrepreneurs, as well as providing insights into the law and practice of the countries examined. Key features include: a focus on the complete life cycle of a start-up, from innovative idea through growth of the business to success or failure specific, in-depth analysis of law relating to start-up businesses in Denmark, Canada, Israel, Switzerland and the United States guidance aimed at helping start-ups and entrepreneurs navigate the diverse legal and regulatory hurdles they may encounter, including practical insights from expert contributors with first hand industry experience. Start-up Law will prove crucial reading for lawyers advising technology start-ups, as well as entrepreneurs themselves in this sector. It will also be useful for scholars and students in business and commercial law, as well as policy-makers interested in providing a supportive regulatory environment for innovation and start-ups.Trade Review‘Start-up Law provides a broad overview of the key legal questions that young companies are required to master, doing so in comprehensive language, understandable by non-practitioners. It particularly addresses the need for start-up companies to look outside their own borders to benefit from the various opportunities of global jurisdictions. For anyone who is either starting a company or looking to expand to one of the covered jurisdictions, this resource will help you save a lot of valuable time and legal fees.' -- Matthieu Guiessaz, Blockchain Valley Ventures, SwitzerlandTable of ContentsContents: Part I – Introduction and Importance of Start-ups 1. Introduction Alexandra Andhov 2. Importance of Start-ups for our Legal Systems Alexandra Andhov Part II - Jurisdictions 3. Canada Oleg Stratiev 4. Denmark Alexandra Andhov, Jakob Wested and Rasmus Kristian Feldthusen 5. Israel Ehud Kamar, Ayal Shenhav and Shay Yanovsky 6. Switzerland Michèle Ineczka Kappeler and Luigi Bruno 7. The United States Drew Amerson and Alice Armitage Index

Read more less

Book SynopsisThis book provides comprehensive analysis of the recent enlargement of the EU, shedding light on the rationale behind the EU's decisions to enlarge, examining the side effects these choices have on a range of EU policies and particularly on the effect of the Acquis on candidate countries. Emphasis is placed on the area of company law, which occupies a central part in a country's economic planning and therefore its commercial law. Past enlargements are thoroughly explained and the potential impact of the new political landscape in Europe in the wake of the popular rejection of the European Constitutional Treaty on future enlargements is evaluated. A comparative methodology for commercial law drafting in transition and developing economies is put forward and the book concludes with a complete draft of a model company law for transition (and developing) economies. The aim is to provide a template for discussion.This book will be of great interest to those interested in considering the influence that the prospect of EU membership has on transition countries in general, the emphasis being on laws vital to emerging market economies, particularly commercial and company law.Trade Review'This study on the potential of law to ensure the social responsibility of a company is an innovative and important study. It is a topical contribution to the sociology of market economies in transition. It is a unique effort to provide detailed practical guidance for the design of the company law in developing economies in general and the "new Europe" in particular.' -- Christian Joerges, European University Institute Florence, ItalyTable of ContentsContents: Preface Part I: The Challenge of Enlargement Contents of Part I 1. The EU and the Recent Enlargement: Opportunities and Challenges 2. Enlargement: The Story So Far 3. The Criteria for Entry 4. Political and Economic Conditions for Drafting Commercial and Company Law in Transition and Developing Countries Part II: A Model Company Law for Transition Economies A Model Company Law for Transition Economies: Introduction Contents for Part II 1. Common Provisions (Arts. 1–29) 2. General Partnerships (Arts. 30–79) 3. Limited Partnerships (Arts. 80–94) 4. Joint-Stock Companies (Arts. 95–227) 5. Limited Liability Companies (Arts. 228–80) 6. Groups of Enterprises (Arts. 281–4) 7. Public Enterprises (Art. 285) 8. Restructuring of Enterprises (Arts. 286–302) 9. Penal Provisions (Arts. 303–10) 10. Transitional and Final Provisions (Arts. 311–15) Bibliography Index

Read more less

Book SynopsisThe recent modification of the European Antitrust Law system, which concerns both the substance of the prohibitions and the system of enforcement, called for a thorough re-examination of this sector. Against this background, this book offers a new and coherent organisation of the subject. It takes into consideration the changes not only to the interpretation of Articles 81 and 82 EC, but also to the procedural aspects related to Reg. 1/03. In this context, the reform of Reg. 139/04 on European merger control is also fully taken into consideration.European Antitrust Law places current EC antitrust and merger control rules in their historical context, considering both the economic foundations and guiding principles of the law. It will therefore be an invaluable and stimulating guide to EC antitrust for scholars, students and practitioners alike.Trade Review'Given the importance of European competition law and significant changes in the enforcement process. . . Professor Pace's book is a valuable addition to the literature. . . It merits a place on the bookshelf for those interested in such an examination of EU competition law.' -- Terry Calvani, Journal of Economic Literature'. . . the book with its integrated and historical approach, the critical assessment and the inclusion of the recent developments, is a book that one can wholeheartedly recommend to practitioners, scholars and students alike. . . The book is a true monograph and a valuable piece in any library.' -- Pal Bela Szilagyi, Journal of Current Legal Studies'This book provides a thoughtful, comprehensive and yet concise contribution to the competition law literature and should be of interest to students in the field in Europe and worldwide.' -- Renato Nazzini, University of Southampton, UK'The book is so comprehensive that it cannot be summarised in a few lines, precisely because it deals with the entire subject matter without shirking any of the pertinent issues. The author analyses these thoroughly and meticulously, and backs up his assertions with the appropriate legislative, jurisprudential and bibliographical references. However, what is most striking is not so much the range and variety of the subjects which the author tackles, or the sometimes punctilious accuracy of the information that he includes, but rather his enormous knowledge of the subject matter and the enthusiasm that he brings to bear to his treatment of it.' -- Antonio Tizzano, European Court of JusticeTable of ContentsContents: Preface PART I: CARTELS AND THE PROCESS OF EUROPEAN INTEGRATION 1. The Worldwide Industrialisation of the 19th Century and the ‘Cartelisation’ of the European Economy 2. The Dissolution of the Worldwide Steel Cartel and the Establishment of the ECSC System 3. The EEC and the Birth of European Competition Law PART II: EUROPEAN ANTITRUST POWERS 4. The Antitrust Powers of the EC Treaty and the Concept of Antitrust Law 5. The Goals of European Antitrust Law 6. The Characteristics of Articles 81 and 82 EC 7. The Scope of of Articles 81 and 82 EC PART III: ARTICLE 81 EC 8. The Drafting of Article 81 EC 9. The Implementation of Article 81 EC 10. The Content of Article 81 EC 11. Article 81 EC and Horizontal Agreements 12. Article 81 EC and Vertical Agreements PART IV: ARTICLE 82 EC 13. The Drafting of Article 82 EC 14. The Implementation of Article 82 EC 15. The Content of Article 82 EC 16. Article 82 EC and Exclusionary Abuses 17. Article 82 EC and Exploitative Abuses 18. Article 82 and Discriminatory Abuses PART V: ARTICLES 81 AND 82 EC APPLIED TO THE MEMBER STATES 19. The Combined Effect of Articles 10 and 81 EC 20. The Combined Effect of Article 82 and 86(1) EC 21. The Binding Nature of Unlawful National Measures and the Antitrust Liability of Private Persons and the Member States PART VI: VERTICAL ASPECTS OF EUROPEAN ANTITRUST LAW 22. European Antitrust Powers and the Principles of Subsidiarity and Proportionality 23. Principles to Resolve the Conflict between European Antitrust Law and National Laws under the EC Treaty and Regulation 1/03 PART VII: THE BODIES AND INSTITUTIONS OF THE EUROPEAN ANTITRUST ENFORCEMENT SYSTEM 24. The Commission 25. National Antitrust Authorities 26. Antitrust Federalism 27. National Courts PART VIII: THE ANTITRUST ENFORCEMENT SYSTEM ESTABLISHED BY THE EC TREATY 28. The Commission: Powers, Decisions and Penalties 29. National Antitrust Authorities: Powers, Decisions and Penalties 30. Mechanisms Allowing Cooperation between the Commission and National Antitrust Authorities 31. Mechanisms Allowing the Commission and National Antitrust Authorities to Control Each Other 32. Judicial Enforcement of Antitrust Law PART IX: THE ANTITRUST ENFORCEMENT SYSTEM ESTABLISHED BY REGULATION 1/03 33. The Evolution of the Policy of Decentralising Antitrust Law 34. The Commission: Decisions, Powers of Investigation and Penalties 35. National Antitrust Authorities: Decisions, Powers of Investigation and Penalties 36. Mechanisms Allowing Cooperation between the Commission and National Antitrust Authorities: Vertical and Horizontal Cooperation 37. Control Mechanisms Allowing the Commission and National Antitrust Authorities to Control Each Other: Vertical Descending, Peer and Vertical Ascending Control 38. Judicial Enforcement of Antitrust Law 39. Mechanisms Allowing Cooperation between the Commission and the National Courts 40. Mechanisms Allowing the Commission and National Antitrust Authorities to Monitor the Decisions of the National Courts PART X: EUROPEAN MERGER CONTROL 41. The Role of Merger Control in the EC Treaty 42. Competence in the Field of Merger Control in the EC Treaty 43. Basic Concepts of European Merger Control: The Concept of Merger, Merger Subject to Notification and Prohibited Merger 44. Allocation of European Merger Control Powers as between the Community and the Member States PART XI: THE MERGER CONTROL SYSTEM ESTABLISHED BY REGULATION 139/04 45. The Commission: Powers, Proceedings Assessing the Merger and Penalties 46. National Antitrust Authorities: Powers 47. Mechanisms Allowing Cooperation between the Commission and National Antitrust Authorities 48. Mechanisms Allowing the Commission and National Antitrust Authorities to Control Each Other Bibliography Index

Read more less

Book SynopsisThe spate of corporate governance scandals in the USA, Asia and Europe during the late 1990s has renewed interest in the role of corporations in society. International organizations such as the World Bank and OECD have come to recognize that corporate law plays an important role in economic development and GDP growth. In this timely and important collection, Jonathan Macey presents the key papers that have influenced the development of corporate law scholarship. The many topics covered include the foundations of the economics of corporate law, the corporation as a nexus of contracts, corporate law from a Coasean perspective, insider trading and jurisdictional competition. The articles and the editor's authoritative introduction are essential readings for those with an interest in corporate law and its economic underpinnings.Trade Review‘Jonathan Macey’s Classics in Corporate Law and Economics ties together a collection of some of the most interesting and creative writers on the subject of law and economics since its birth as a discipline. Beginning with the foundations of the economics of corporate law and a look at the Coasean perspective, the work comprises of a two-volume array of essays that provide an enlightening and in-depth consideration of the most current and essential issues in the field today. The book is a masterpiece long overdue and will surely be heralded as a “classic” in itself for a long time to come.’Table of ContentsContents: Volume I Acknowledgements Introduction Jonathan Macey PART I THE FOUNDATIONS OF THE ECONOMICS OF CORPORATE LAW 1. R.H. Coase (1937), ‘The Nature of the Firm’ 2. Michael C. Jensen and William H. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’ PART II THE CORPORATION AS A NEXUS OF CONTRACTS 3. Frank H. Easterbrook and Daniel R. Fischel (1989), ‘The Corporate Contract’ 4. John C. Coffee, Jr. (1989), ‘The Mandatory/Enabling Balance in Corporate Law: An Essay on the Judicial Role’ 5. Frank H. Easterbrook and Daniel R. Fischel (1986), ‘Close Corporations and Agency Costs’ PART III CORPORATE LAW FROM A COASEAN PERSPECTIVE: FIDUCIARY DUTIES, VOTING AND THE ROLE OF SHAREHOLDERS AND OTHER CONSTITUTENCIES 6. Frank H. Easterbrook and Daniel R. Fischel (1983), ‘Voting in Corporate Law’ 7. Jonathan R. Macey (1999), ‘Fiduciary Duties as Residual Claims: Obligations to Nonshareholder Constituencies from a Theory of the Firm Perspective’ 8. Jonathan R. Macey and Geoffrey P. Miller (1993), ‘Corporate Stakeholders: A Contractual Perspective’ PART IV CORPORATE LAWYERS AND OTHER “INSTITUTIONAL FEATURES” OF CORPORATE LAW 9. Oliver E. Williamson (1979), ‘Transaction-Cost Economics: The Governance of Contractual Relations’ 10. Arnoud W.A. Boot and Jonathan R. Macey (2004), ‘Monitoring Corporate Performance: The Role of Objectivity, Proximity, and Adaptability in Corporate Governance’ 11. Ronald J. Gilson (1984), ‘Value Creation by Business Lawyers: Legal Skills and Asset Pricing’ 12. Ronald J. Gilson (1996), ‘Corporate Governance and Economic Efficiency: When Do Institutions Matter?’ 13. Mark J. Roe (2002), ‘Corporate Law’s Limits’ 14. Oliver E Williamson (1988), ‘Corporate Finance and Corporate Governance’ 15. Jonathan R. Macey and Geoffrey P. Miller (1995), ‘Corporate Governance and Commercial Banking: A Comparative Examination of Germany, Japan, and the United States’ 16. Clifford W. Smith, Jr. and Jerold B. Warner (1979), ‘On Financial Contracting: An Analysis of Bond Covenants’ 17. Roberta Romano (1991), ‘The Shareholder Suit: Litigation Without Foundation?’ Name Index Volume II Acknowledgements An introduction by the editor to both volumes appears in Volume I PART I INSIDER TRADING 1. Dennis W. Carlton and Daniel R. Fischel (1983), ‘The Regulation of Insider Trading’ 2. David D. Haddock and Jonathan R. Macey (1987), ‘A Coasian Model of Insider Trading’ 3. David D. Haddock and Jonathan R. Macey (1987), ‘Regulation on Demand: A Private Interest Model, with an Application to Insider Trading Regulation’ PART II THE MARKET FOR CORPORATE CONTROL 4. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’ 5. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target’s Management in Responding to a Tender Offer’ 6. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), ‘The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy’ 7. Richard Roll (1986), ‘The Hubris Hypothesis of Corporate Takeovers’ 8. Ronald J. Gilson (1982), ‘Seeking Competitive Bids Versus Pure Passivity in Tender Offer Defense’, Stanford Law Review, 35, November, 51-67 [17] 9. Jonathan R. Macey and Fred S. McChesney (1985), ‘A Theoretical Analysis of Corporate Greenmail’ PART III JURISDICTIONAL COMPETITION FOR CORPORATE CHARTERS 10. Ralph K. Winter, Jr. (1977), ‘State Law, Shareholder Protection and the Theory of the Corporation’ 11. Roberta Romano (1985), ‘Law as a Product: Some Pieces of the Incorporation Puzzle’ 12. Jonathan R. Macey and Geoffrey P. Miller (1987), ‘Toward an Interest-Group Theory of Delaware Corporate Law’ 13. William J. Carney (1997), ‘The Political Economy of Competition for Corporate Charters’ PART IV POLITICS AND THE ECONOMICS OF CORPORATE LAW 14. John Pound (1993), ‘The Rise of the Political Model of Corporate Governance and Corporate Control’ 15. Vikramaditya S. Khanna (2004), ‘Corporate Crime Legislation: A Political Economy Analysis’ 16. Mark J. Roe (1991), ‘A Political Theory of American Corporate Finance’ Name Index

Read more less

Book SynopsisWith the European Union striving to become the world's most competitive economy, the developments in the two closely interconnected areas of European corporate law and European company tax law are of utmost importance. This book focuses on the crucial issues raised by these developments, on their far-reaching implications and on the key challenges to the future legislative choices. The book illustrates the key developments in EU corporate law and EU company tax law, the EU planned initiatives in these areas, and - at a time when member states increasingly tend to use company law and company tax provisions to attract businesses and investments - it suggests how future developments can contribute to the undistorted functioning of the internal market and to the strategic 'Lisbon-objective'. The explanation of these legislative and case-law developments is of use to students and indicates new opportunities for business expansion strategies throughout the European Community. The book concludes that new optional, but attractive, EU company law vehicles and company tax regimes would be, in these two areas, the only legal and effective means towards an undistorted functioning of the internal market and towards the Lisbon-objective. This ultimately gives rise to a far-reaching challenge for all debates on the future patterns of European integration.Luca Cerioni introduces new themes for academic research and discussion subjects for decision-makers and at the same time, uniquely, makes these accessible to a much wider international public of students, businesses and practitioners.Table of ContentsContents: Preface Foreword Part I: The Developments of EC Legislation and Case Law in Corporate Taxation and Company Law and their Ultimate Outcome: A Contribution to the Legal Competition between Member States 1. The Ultimate Result of EC Legislation and Case Law in the Field of Companies’ Taxation: An Increased Scope for Tax Competition Among Member States 2. Latest ECJ Rulings on the Freedom of Establishment in the Context of EC Company Law Developments 3. From the Limits of the EC Company Law Harmonization Programme to the ‘Limited Supranationality’ in the SE Part II: The Response to the Challenge of Legal Competition: A Supranational Solution? 4. Alternative Routes Towards the Level Playing Field for Companies in the European Community: Suggestions 5. Hypothesis for (Truly) Supranational Developments 6. Conclusions Appendices Bibliography Further Reading Index

Read more less

Book SynopsisThis volume presents the most important published articles on arbitration, which is now an established dispute resolution method for the international business community.Complemented by the editors' authoritative introduction, this collection critically examines theoretical foundations as well as empirical and experimental evidence on the nature, efficacy and limitations of commercial dispute arbitration. With emphasis on dispute resolution in both developed and developing economies, this timely volume is indispensable for researchers in law and economics. Corporate and legal practitioners interested in the growing importance of arbitration in economic transactions will also find this an invaluable reference tool.Table of ContentsContents: Acknowledgements Introduction Orley C. Ashenfelter and Radha K. Iyengar PART I GENERAL THEORY ON ARBITRATION AND DISPUTE RESOLUTION 1. Soia Mentschikoff (1961), ‘Commercial Arbitration’ 2. Todd B. Carver and Albert A. Vondra (1994), ‘Alternative Dispute Resolution: Why It Doesn’t Work and Why It Does’ 3. Steven Shavell (1995), ‘Alternative Dispute Resolution: An Economic Analysis’ 4. Bruce L. Benson (1989), ‘The Spontaneous Evolution of Commercial Law’ 5. Jonathan R. Hay and Andrei Shleifer (1998), ‘Private Enforcement of Public Laws: A Theory of Legal Reform’ PART II EMPIRICAL AND EXPERIMENTAL EVIDENCE ON ARBITRATION BEHAVIOR 6. Paul Pecorino and Mark Van Boening (2001), ‘Bargaining and Information: An Empirical Analysis of a Multistage Arbitration Game’ 7. Orley Ashenfelter, Janet Currie, Henry S. Farber and Matthew Spiegel (1992), ‘An Experimental Comparison of Dispute Rates in Alternative Arbitration Systems’ 8. Orley Ashenfelter and David E. Bloom (1984), ‘Models of Arbitrator Behavior: Theory and Evidence’ PART III ARBITRATION IN VARIOUS COMMERCIAL SETTINGS 9. Alan Schwartz (1997), ‘Contracting About Bankruptcy’ 10. Alessandra Casella (1996), ‘On Market Integration and the Development of Institutions: The Case of International Commercial Arbitration’ 11. Christopher R. Drahozal and Keith N. Hylton (2003), ‘The Economics of Litigation and Arbitration: An Application to Franchise Contracts’ 12. Lisa Bernstein (1992), ‘Opting Out of the Legal System: Extralegal Contractual Relations in the Diamond Industry’ 13. Phillip A. Miller (2000), ‘An Analysis of Final Offers Chosen in Baseball’s Arbitration System: The Effect of Pre-Arbitration Negotiation on the Choice of Final Offers’ PART IV COMMERCIAL DISPUTE ARBITRATION IN DEVELOPED, TRANSITIONAL AND DEVELOPING ECONOMIES 14. Bruce L. Benson (1995), ‘An Exploration of the Impact of Modern Arbitration Statutes on the Development of Arbitration in the United States’ 15. Katharina Pistor (1996), ‘Supply and Demand for Contract Enforcement in Russia: Courts, Arbitration, and Private Enforcement’ 16. Marcel Fafchamps (1996), ‘The Enforcement of Commercial Contracts in Ghana’ PART V INTERNATIONAL AND TRANSNATIONAL ARBITRATION 17. Philip J. McConnaughay (1999), ‘The Risks and Virtues of Lawlessness: A “Second Look” at International Commercial Arbitration’ 18. Peer Zumbansen (2002), ‘Piercing the Legal Veil: Commercial Arbitration and Transnational Law’ 19. Christopher R. Drahozal (2000), ‘Commercial Norms, Commercial Codes, and International Commercial Arbitration’ Name Index

Read more less

Book SynopsisThis 11th volume in the highly acclaimed Encyclopedia of Law and Economics provides a sophisticated summary of law and economics approaches to the most important topics in contemporary corporate law.The work is divided into three thematic parts, namely; corporate governance, securities regulation, and the law and economics of debt financing. The Encyclopedia reviews leading empirical research and provides theoretical methods for a nuanced understanding of the field, including such specific issues as the characteristics of corporations, the role of passive index funds in corporate governance, the board of directors’ actions, and core principles such as the business judgement rule. Presenting a synopsis of both the classic and emerging literature across several corporate law sectors, each chapter also offers a detailed bibliography and operates as a springboard and touchstone for further research. Corporate Law and Economics will be an indispensable resource for scholars and students of corporate law as well as for economics, accountancy and management scholars working in the fields of corporate governance and industrial organisation.Key Features: Includes new theoretical tools for thinking about the changing roles of key actors, such as business directors Addresses contemporary topics such as the economics of insider trading to illustrate a complete picture of modern economics Expert contributions and comprehensive literature reviews that will benefit scholars from a variety of law and non-law disciplines such as economics and accounting Trade Review‘This volume offers meticulously researched and highly accessible accounts of key areas of corporate law, analyzed through an economic lens. Written by leading scholars, each chapter compellingly illustrates the value of economic analysis in assessing law and policy. It serves as an essential reference for anyone seeking a deeper understanding of fundamental doctrines and questions in corporate governance, securities regulation, and law and finance.’ -- Andrew Tuch, Washington University in St. Louis, USTable of ContentsContents: 1 Introduction to Corporate Law and Economics 1 Adam B. Badawi PART I CORPORATE GOVERNANCE AND THE LEGAL STRUCTURE OF THE FIRM 2 The theory of business organizations 8 Giuseppe Dari-Mattiacci 3 The monitoring board revisited 35 Zenichi Shishido 4 Passive investing and corporate governance: A law and economics analysis 58 Dorothy S. Lund 5 Corporate expression 79 Vincent J. Buccola 6 The business judgment rule 97 Adam B. Badawi PART II THE LAW AND ECONOMICS OF SECURITIES REGULATION 7 The law and economics of insider trading 2.0 126 Stephen M. Bainbridge 8 What is the purpose of securities regulation? 152 David H Webber and Connor S Flaherty PART III CORPORATE DEBT 9 The use of debt in corporate finance 177 Elisabeth de Fontenay 10 Deconstructing the senior creditor 205 Anthony J Casey and Andrew Verstein Index

Read more less

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

Read more less

Book SynopsisTransnational Corporations and International Law provides a comprehensive overview of existing laws and principles aimed at regulating the international behavior of transnational corporations (TNCs). Alice de Jonge highlights the inadequacies and possibilities inherent in the current regulatory network and also outlines a theoretical framework for bringing TNCs more comprehensively under the coverage of internationally-agreed standards of behavior. The book then explores institutional avenues for bringing TNCs to account when such standards are breached. The author also provides a unique perspective on the role of TNCs in the evolution of international environmental law. She concludes by highlighting the need for what the Special Representative of the Secretary-General on the issue of human rights and transnational corporations and other business enterprises, has called 'principled pragmatism' in developing both the theory and practice of international law as applied to global corporations. This well-documented work will appeal to corporate leaders interested in understanding the related practicalities of international corporate liability as well as post-graduate students in international business and international policy studies. Policymakers, academics and researchers interested in a unique perspective on the future of the global corporation as an internationally responsible global citizen will find much to interest them in this book. Contents: 1. The Corporation: A Good Tool but a Bad Master 2. Corporations Behaving Well: Voluntary Strategies 3. The State and the Multinational Corporation: The Investment Relationship 4. Extra-territorial Legislation and Corporate Liability 5. Corporate Criminal Liability for Extra-territorial Harms 6. Bringing the TNC Under the Jurisdiction of International Law: Theory and Principles 7. Bringing the TNC Under the Jurisdiction of International Law: Institutional Avenues 8. The Global Firm and the Environment 9. The International Court of Justice as a Global Court of AppealTable of ContentsContents: 1. The Corporation: A Good Tool but a Bad Master 2. Corporations Behaving Well: Voluntary Strategies 3. The State and the Multinational Corporation: The Investment Relationship 4. Extra-territorial Legislation and Corporate Liability 5. Corporate Criminal Liability for Extra-territorial Harms 6. Bringing the TNC Under the Jurisdiction of International Law: Theory and Principles 7. Bringing the TNC Under the Jurisdiction of International Law: Institutional Avenues 8. The Global Firm and the Environment 9. The International Court of Justice as a Global Court of Appeal Bibliography Index

Read more less

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

Read more less

Book SynopsisThis second edition guide to the German Unfair Competition Act (UWG) will be published in three volumes at thebeginning of 2013. The guide’s commentary is grounded in a firm understanding of legal issues, yet is also practical in its orientation. Written by respected legal scholars, the guide takes into account the significant reforms to the UWG that were instituted in recent years, particularly in 2004 and 2008. The guide also addresses recent judicial decisions, contributions to the literature on the UWB, as well as developments in European law.

Read more less

Book Synopsis

Read more less

Book Synopsis

Read more less

Book Synopsis

Read more less

Book Synopsis

Read more less

Book SynopsisGegenstand dieses Buches ist die Zurechnung des Wissens der Aufsichtsratsmitglieder einer deutschen AG. Hierbei handelt es sich um eine für die Praxis äußerst aktuelle Problematik, die dem komplexen und in der Rechtswissenschaft hoch umstrittenen Gebiet der Wissenszurechnung bei juristischen Personen angehört. Da die Thematik rund um das Wissen des Aufsichtsrats nicht ohne ein Grundverständnis der Wissenszurechnung im Ganzen analysiert werden kann, arbeitet der Autor zunächst die Entwicklungen dieses Rechtsinstituts auf und geht dabei insbesondere auf ungeklärte Aspekte ein, die an späterer Stelle für den Aufsichtsrat von Bedeutung sind. Hierauf folgt eine Untersuchung aller rechtlichen und tatsächlichen Entwicklungen des Aufsichtsorgans in den letzten Jahrzehnten, die für die Wissenszurechnung relevant sind und deren Berücksichtigung in der Literatur bislang ausblieb. Das auf dieser Grundlage vom Autor entwickelte Lösungsmodell bietet der Praxis ein eingängiges Instrument, welches nicht nur auf das Wissen des Aufsichtsrats anwendbar ist, sondern nahezu alle denkbaren Konstellationen der zivilrechtlichen Wissenszurechnung einbezieht.Table of ContentsEinleitung.- Grundlagen der Wissenszurechnung im Zivilrecht.- Das Wissen einer juristischen Person.- Das Wissen des Aufsichtsrats und seiner Mitglieder.- Exkurs – Wissenszurechnung im Zusammenhang mit Art. 17 Abs. 1 MAR.- Resümee und Ausblick.- Literaturverzeichnis.

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

Book SynopsisThe book provides an analytical exposition of the law concerning directors' liability for the losses sustained by their companies' creditors, when the directors' companies are in financial distress or become insolvent. It is a detailed one-stop resource for obtaining a good understanding of the law which has developed from legislation and case law. In particular, there is a detailed consideration of what needs to be proved, what defences there are, and what might be the issues of concern for all parties. A doctrinal method is adopted and there is extensive analysis of the relevant legislation and case law. Rather than merely referring to cases to support propositions, the discussion considers many of the cases in context and in depth and their relevance to the aim of the book. The book also endeavours to provide views, in a practical way, on aspects of the law and it identifies problems and how they may be addressed.Of interest to legal practitioners and insolvency praTable of ContentsPart A - Introduction 1. Background. 2 Directors. 3 Creditors. 4 Claimants and Actions. Part B: Fraudulent Trading. 5 Background and Aim. 6 Fraudulent Trading: The Provision and its Scope. 7 Intent to Defraud and Fraudulent Purpose. Part C: Wrongful Trading. 8 Wrongful Trading: Background, Aims and Rationale. 9 An Exposition of the Wrongful Trading Provision and Its Scope. 10 The Wrongful Trading Defence. 11 Relief From Liability. Part D: The Obligation to Consider the Interests of Creditors. 12 The Development of the Obligation. 13 The Nature of and Rationale for the Obligation. 14 When Does the Obligation Arise? 15 Complying With the Obligation. 16 Commencing Proceedings and Determining Liability. 17 Relief From Liability. Part E: Diminution of Company Funds. 18 Unlawful Distributions

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

Book SynopsisOutlining the different types of financial crime and their impact, this book is a user-friendly, up-to-date guide to the regulatory processes, systems and legislation which exist in the UK. Each chapter has a similar structure and covers individual financial crimes including money laundering, terrorist financing, fraud, insider dealing, market abuse, bribery and corruption and finally tax avoidance and evasion. Offences are summarized and their extent is evaluated using national and international documents. Detailed assessments of financial institutions and regulatory bodies are made and the achievements of these institutions are analysed. Sentencing and policy options for different financial crimes are included and suggestions are made as to how criminal proceeds might be recovered. This third edition has been fully updated and includes a new chapter on corporate financial crime.Table of ContentsChapter 1 IntroductionChapter 2 Money LaunderingChapter 3 Terrorist Financing Chapter 4 FraudChapter 5 Insider DealingChapter 6 Market AbuseChapter 7 Bribery and CorruptionChapter 8 The Avoidance and Evasion of TaxChapter 9 Corporate Financial CrimeChapter 10 Conclusions and Recommendations

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less

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

Read more less