Financial law: general Books

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Book SynopsisThe climate surrounding foreign investment law is one of controversy and change, and with implications for human rights and environmental protection, foreign investment law has gained widespread public attention and visibility. This fully updated edition of Sornarajah''s classic text offers thought-provoking analysis of the law in historical, political and economic contexts, capturing leading trends and charting the possible course of future developments. It takes into account the newer types of treaties that establish a regulatory space for states and moves away from inflexible investment protection, exploring the newly created defences relating to environment, human rights, indigenous rights and other areas ending the fragmentation of the law. It looks at the current debates on legitimacy of the system and current efforts at reform. Suitable for postgraduate and undergraduate students, The International Law on Foreign Investment is essential reading for anyone specialising in the law of foreign investments.Table of Contents1. Introduction; 2. The shaping factors; 3. Controls by the host state; 4. The liability of multinational corporations and home state measures; 5. Bilateral investment treaties; 6. Multilateral and regional instruments on foreign investment; 7. Settlement of investment disputes: contract-based arbitration; 8. Treaty-based investment arbitration: jurisdictional issues; 9. Causes of action: breaches of treatment standards; 10. The taking of foreign property; 11. Compensation for nationalisation of foreign investments; 12. Defences to responsibility; Bibliography; Index.

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Book SynopsisAs the global market expands, the need for international regulation becomes urgent Since World War II, financial crises have been the result of macroeconomic instability until the fatidic week end of September 15 2008, when Lehman Brothers filed for bankruptcy.Trade Review“Georges Ugeux draws on his experience as well as his training as an economist and lawyer to tackle a daunting topic: International Finance regulation: The Quest for Financial Stability (Wiley, 2014). (…) Backward-looking rules are only one problem with current financial regulation. Another is its fragmentation, especially across national borders. (…) Ugeux is not especially hopeful that we can resolve the problems that stand in the way of global financial stability. In fact, if the volcano model is apt, stability itself is a chimera.”—Brenda Jubin, Reading the markets, Investing.comTable of ContentsPreface xiii Is Finance in a Stage of Permanent Crisis? xiv Global Markets Are Interconnected xvi Regulating Finance in a World in Crisis xviii A Web of Institutional Complexity xix Will Global Financial Regulation Become Lex America? xx Applying Global Regulatory Convergence xxii Regulator and Regulated: The Infernal Couple xxiii Finance Cannot Be Left Unregulated xxiii Five Years after Lehman, Regulation Could Not Change the Culture xxiv A Culture of Outlaws xxv I Will Never Give Up xxvi Notes xxvii Chapter 1 The Multiple Objectives of Financial Regulation 1 Stop (Ab)using Taxpayer Money 2 Protect Retail and Small Investors and Depositors 3 Ensure Transparency of Markets and Institutions 5 Implement a Truly Risk-Adjusted Remuneration System 6 Protect Deposits from Trading 7 Notes 8 Chapter 2 A Quarter Century of Banking Crises and the Evolution of Financial Institutions 11 Banking Crises Are Not Exactly a Recent Phenomenon 12 The Two Main Emerging-Market Crises 13 Subprime Crisis 14 Lehman Crisis 16 European Sovereign Debt Crisis 17 European Banking Crisis 17 LIBOR Manipulation 19 Will the Foreign Exchange Market Be Next? 21 Notes 23 Chapter 3 The Lessons of the Recent Financial Crises: The Explosion of Balance Sheets 27 Structural Overbanking of Europe 28 Lack of Transparency of the Derivative Markets 33 Emergence of the Credit Default Swap (CDS) Market 34 The Regulatory Landscape Is Not Global but Largely National 35 Notes 35 Chapter 4 Global Financial Regulation: The Institutional Complexities 37 Group of 20 (G20) 39 Financial Stability Board (FSB) 41 Bank for International Settlements (BIS) and the Basel Committee (BCBS) 42 International Monetary Fund (IMF) 43 International Organization of Securities Commissions (IOSCO) 45 International Accounting Standard Board (IASB) 46 International Association of Insurance Supervisors (IAIS) 47 Notes 50 Chapter 5 Capital Adequacy, Liquidity, and Leverage Ratios: Sailing toward the Basel III Rules 53 Part I: Capital Adequacy 55 Part II: Liquidity 59 Part III: Leverage 62 Notes 66 Chapter 6 Assessing Likely Impacts of Regulation on the Real Economy 69 Notes 73 Chapter 7 Regulating the Derivatives Market 75 Origin of the Derivatives Market 77 Size of the Derivatives Markets 78 U.S. Regulation: Dodd-Frank Act 78 European Market Infrastructure Regulation (EMIR) 79 Transatlantic Divergences 80 Short Selling Is a Form of Derivative 81 JPMorgan Chase London Trading Losses 82 Notes 83 Chapter 8 The Structure of Banking: How Many Degrees of Separation? 87 Systemically Important Financial Institutions (SIFIs) 87 Universal Banking Model 89 Separation Models 90 United Kingdom 90 United States 90 European Union 91 Sw+itzerland 92 Volcker Rule and Proprietary Trading 92 Too Big to Fail (TBTF): Is Size the Problem? 95 Prohibit the Trading of Commodities by Banks 97 Notes 98 Chapter 9 Banking Resolution and Recovery 101 Moral Hazard 102 Can the Bail-In Concept Avoid Taxpayers’ Bailout? 103 Lessons from the Financial Crisis 104 Living Will, or How Banks Want to Be Treated if They Are Close to Collapsing 104 United States 105 The Citi Recovery Plan 106 Role of the Federal Deposit Insurance Corporation in the United States 107 United Kingdom 110 European Banking Resolution and Recovery Directive 111 Regulatory Technical Standards 112 Can Resolution Rules Be Effective? 112 An Impossible European Institutional Challenge 113 Who Will Decide to Put Companies Under Resolution Surveillance? 114 Notes 120 Chapter 10 Banking and Shadow Banking 125 Hedge Funds 125 United States 127 Europe 127 Other Types of Shadow Banking 127 Capital Markets and Securitization 128 Notes 129 Chapter 11 Rating Agencies and Auditors 131 Part I: The Rating Agencies 131 Part II: External Auditors 134 Part III: The Limits of Accountability 136 Notes 136 Chapter 12 Central Banks as Lenders of Last Resort Have a Conflict of Interest with Their Regulatory Role 139 Financial Stability 140 United States: Quantitative Easing 141 European Central Bank: The Long-Term Refinancing Operations (LTROs) 143 United Kingdom 144 Japan and Abenomics 145 Are Central Banks Balance Sheets Eternally Expandable? Have They Become Hedge Funds? 145 Is This Novation of Central Banks Legitimate or Legal? 147 Notes 147 Chapter 13 Financial Institution Governance (or Lack Thereof) 149 Risk Management 150 Dysfunctional Boards of Directors 151 Should the Chairperson Also Be the CEO? 152 Remuneration and Risks 153 Personal or Institutional Accountability 153 Notes 154 Chapter 14 Was It a Global Crisis? The Asian Perspective 157 Japan 158 China 160 India 161 Assessing the Asian Risk 162 Notes 163 Chapter 15 The Challenges of Global Regulation 165 Regulation, Policies, and Politics 167 Regulators and Sovereign Financing 169 European Central Bank Supervision: The E.U. Governance Challenges 169 The Risks of Regulatory Fragmentation 171 Bank Resolution: The Legal Nightmare 171 Basel III 172 Reemergence of Capital Markets 173 Restructuring Finance 173 Should Financial Communication Be Regulated? 174 Should Financial Media Respect a Code of Conduct? 175 Financial Education Is Key 176 Notes 178 Chapter 16 Regulation and Ethics 181 Management Integrity 182 Accountability 182 Transparency Is Key 183 A Principled Regulatory System Is Needed 183 Doing the Right Thing 184 Notes 186 Conclusion What Can We Expect? 189 A Few Books I Read and Found Helpful . . . 195 About the Author 197 Index 199

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Book SynopsisDevise an organized, proactive approach to financial compliance Financial Regulation and Compliance provides detailed, step-by-step guidance for the compliance professional seeking to manage overlapping and new regulatory responsibilities. Written by David Kotz, former Inspector General of the SEC with additional guidance provided by leading experts, this book is a one-stop resource for navigating the numerous regulations that have been enacted in response to the financial crisis. You''ll learn how best to defend your organization from SEC, CFTC, FINRA, and NFA Enforcement actions, how to prepare for SEC, FINRA, and NFA regulatory examinations, how to manage the increasing volume of whistleblower complaints, how to efficiently and effectively investigate these complaints, and more. Detailed discussion of the regulatory process explains how aggressive you should be in confronting federal agencies and self-regulatory organizations and describes how commenting on issues Table of ContentsForeword xiii Preface xvii Acknowledgments xxiii About the Author xxv CHAPTER 1 Jurisdiction of Regulators – Who Regulates Whom and What 1 1.1 Federal Financial Regulatory Structure 2 1.2 The Securities and Exchange Commission (SEC) 3 1.3 The Financial Industry Regulatory Authority (FINRA) 6 1.4 The Commodity Futures Trading Commission (CFTC) 8 1.5 The National Futures Association (NFA) 10 1.6 The Department of Justice (DOJ) 12 1.7 Recent Regulatory Failures to Uncover Fraud 14 1.8 Expert Advice on Overlapping Regulations 19 CHAPTER 2 How to Strengthen Governance and Compliance in Light of New Regulations 23 2.1 Dodd-Frank Act’s Impact on Governance and Compliance 25 2.2 Managing Executive Compensation 29 2.3 Creating Effective Policies and Procedures 30 2.4 Ensuring Accountability within an Organization 32 2.5 Red Flags of an Unethical Culture 33 2.6 Ethical Decision-Making 34 CHAPTER 3 How to Manage Whistleblowers’ Complaints 37 3.1 Oversight and Failures of the SEC’s Whistleblower Program 37 3.2 The Dodd-Frank Act’s Restructuring of the SEC’s Whistleblower Program 41 3.3 Whistleblower Complaints to the SEC since the Restructuring of Its Program 43 3.4 The CFTC’s New Whistleblower Program 45 3.5 Significant U.S. Supreme Court Decision on Whistleblower Complaints 46 3.6 Managing Complaints Brought to Internal Compliance Officials 47 3.7 Putting Appropriate Whistleblower Policies and Procedures in Place 51 3.8 Effect of the SEC and CFTC’s New Whistleblower Programs 52 CHAPTER 4 How to Defend SEC Examinations 55 4.1 SEC Authority to Conduct Examinations 55 4.2 SEC’s Office of Compliance Inspections and Examinations (OCIE) 57 4.3 Types of SEC OCIE Exams 57 4.4 Preparation for the Exams 58 4.5 Process of Examinations 60 4.6 How the SEC Exam Concludes 65 4.7 SEC OCIE Examination Trends 66 4.8 Not Underestimating the SEC Examiners 67 CHAPTER 5 How to Defend FINRA Examinations 69 5.1 FINRA Qualification Standards and Rules and Regulations 70 5.2 FINRA’s Risk-Based Approach 71 5.3 FINRA’s Regulatory and Examination Priorities 71 5.4 Differences between FINRA and SEC Exams 78 5.5 Types of FINRA Exams 79 5.6 Conduct of FINRA Exams 80 5.7 How the FINRA Exam Concludes 83 5.8 Educating the FINRA Examiners 84 CHAPTER 6 How to Defend an NFA Examination 87 6.1 Types of Entities under the Jurisdiction of the NFA 87 6.2 Impact of the Dodd-Frank Act 90 6.3 NFA Examination Process 90 6.4 Preparing for an NFA Exam 92 6.5 Length and Conduct of the NFA Exam 93 6.6 How the NFA Exam Concludes 95 6.7 CFTC Examinations 96 6.8 Focusing on Strict Compliance with the Regulations 97 CHAPTER 7 How to Defend SEC Enforcement Actions 99 7.1 SEC’s Law Enforcement Function 99 7.2 How SEC Enforcement Actions are Triggered 101 7.3 Commencement of an SEC Enforcement Action 102 7.4 Converting the Inquiry to a Formal Investigation 103 7.5 Discovery Conducted by the SEC 104 7.6 The SEC Enforcement’s “Wells” Process 105 7.7 Use of Experts in SEC Enforcement Proceedings 108 7.8 Settlement Discussions 109 7.9 Trends in SEC Enforcement 110 7.10 Minimizing Exposure in an SEC Enforcement Case 114 CHAPTER 8 How to Defend FINRA Enforcement Actions 115 8.1 FINRA Disciplinary Actions 116 8.2 FINRA Enforcement Process 123 8.3 FINRA’s Formal Proceeding 125 8.4 Challenges of FINRA Enforcement Process 125 8.5 Conduct of the FINRA Hearing 126 8.6 Settlement Possibilities 128 8.7 Disciplinary Sanctions Available to FINRA 128 8.8 Right to Appeal Decision of Hearing Panel 129 8.9 Recent Trends in FINRA Enforcement 129 8.10 Mounting an Aggressive Defense 130 CHAPTER 9 How to Defend CFTC Enforcement Actions 131 9.1 Increased Aggressiveness on the Part of CFTC Enforcement 131 9.2 Types of Enforcement Actions Brought by the CFTC 133 9.3 Triggers for CFTC Enforcement Actions 137 9.4 CFTC Enforcement Process 137 9.5 Differences between CFTC and SEC Enforcement Proceedings 138 9.6 The CFTC “Wells” Process 139 9.7 CFTC Enforcement’s Use of Experts 140 9.8 Settlement Discussions 141 9.9 CFTC Enforcement’s Use of Administrative Proceedings 142 9.10 Trends in CFTC Enforcement 142 9.11 Flawed Assumptions about CFTC Enforcement Process 143 9.12 Strategies for CFTC Enforcement Cases 144 CHAPTER 10 How to Defend NFA Enforcement Actions 147 10.1 NFA Disciplinary Actions 147 10.2 How Complaints are Triggered 148 10.3 Investigative Process 149 10.4 Settlement 150 10.5 The Hearing Panel and Hearing Committee 151 10.6 Conduct of the Hearing 152 10.7 Written Decision after the Hearing 153 10.8 Appeal of an Adverse Decision 153 10.9 The MRA Procedure 154 10.10 Types of Penalties Assessed by the NFA 155 10.11 Number and Types of Disciplinary Actions 156 10.12 Trends in NFA Enforcement 159 10.13 Preparing a Defense 159 CHAPTER 11 How to Participate in the Regulatory Comment Process 161 11.1 Dodd-Frank Rulemaking 161 11.2 SEC Rulemaking Process 162 11.3 Candidates for Comments 163 11.4 Role of Trade Association in Comment Process 163 11.5 Content of the Comment Letter 165 11.6 Approaches to an Effective Comment Letter 168 11.7 Significance of the Economic Impact of Proposed Regulations 168 11.8 Requesting Meetings with Agency Officials 170 11.9 Submitting Comments after the Deadline 171 11.10 Learning about Rulemakings 171 11.11 Assistance from Outside Counsel 172 CHAPTER 12 How to Defend FCPA Claims 173 12.1 FCPA Provisions 173 12.2 FCPA Enforcement Authority 174 12.3 Violations of the FCPA 175 12.4 Penalties for Violating the FCPA 176 12.5 FCPA Exemptions 176 12.6 DOJ/SEC Guidance 177 12.7 The U.K. Bribery Act 179 12.8 Devising Effective Compliance Programs 180 12.9 Training on Compliance Standards 181 12.10 Achieving a Culture of Compliance 181 12.11 Risk-based Due Diligence and Monitoring 182 12.12 Conducting FCPA Compliance Assessments 183 12.13 Importance of Risk Assessment 184 12.14 Management of Third Parties 185 12.15 Conducting Due Diligence on Acquisition Targets 187 12.16 The Triggers for an FCPA Enforcement Action 188 12.17 Self-disclosing Violations 189 12.18 Reducing Exposure 190 CHAPTER 13 How to Conduct Internal Investigations 191 13.1 Limiting Exposure through Effective Internal Investigations 191 13.2 Lessons Learned from High-Profile Investigations 192 13.3 Commencing the Internal Investigation 193 13.4 Retaining an Outside Investigator 194 13.5 Initial Steps of Investigation Process 195 13.6 Methods of Obtaining Information 195 13.7 Collecting Documents 196 13.8 Strategies for Conducting Interviews 197 13.9 Briefing Management during an Investigation 200 13.10 Drafting the Investigative Report 201 13.11 Incorporating Recommendations for Improvement 201 13.12 Protecting Files Associated with Internal Investigation 202 13.13 Retaining the Investigative Report 204 CHAPTER 14 Conclusion 205 14.1 Overlapping Jurisdictions after the Dodd-Frank Act 206 14.2 Regulatory Failures Post-Financial Crisis 209 14.3 Improving of Coordination between Regulatory Agencies 210 14.4 Understanding the Regulatory Climate 212 About the Website 215 Index 217

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Book SynopsisGeorge Craig was Sir Walter Scott's local banker, a writer, insurance agent, election agent and baron bailie of Galashiels. Based on thousands of recently discovered letters, this is the first study of a provincial nineteenth-century Scots lawyer and the community he served.

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Book SynopsisScots Commercial Law brings together expertise from academia and practice. Part I puts the subject in context with chapters on Juristic Persons, General Principles of Contract and General Principles of Property. Part II covers the main subject areas covered in commercial law courses

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Book SynopsisPosits that the subprime mortgage crisis, as well as the global macroeconomic catastrophe it spawned, is traceable to a gross failure of law. This book ensures that economic opportunity isn't limited to a small group of elites that enjoy growth at the expense of many, particularly those in vulnerable economic situations.Trade Review"Capitalism and the profit motive can stimulate human productivity and innovation. But they can also lead to corruption, shady politics, and self-dealing. This brilliant book shows how intelligently designed laws and lawsuits can facilitate the former and discourage the latter. . . . Steven Ramirez is the new Andrew Hacker. He wields statistics, numbers, and concepts like a scalpel." -- Richard Delgado,co-author of Critical Race Theory"Ramirez catalogues the many ills and failures in the American economic system, casting a broad net that implicates governing institutions, political and corporate elites, and their policy agendas. He provides a valuable contribution to discussions on reforming capitalism and restoring the foundations of middle class prosperity through a renewed commitment to transparency, economic democracy, and the rule of law." -- Timothy A. Canova,Nova Southeastern University""Professor Steven Ramirez's Lawless Capitalism is a tour de force. The pages are virtually crackling with urgency and deeply considered alternatives to the wayward capitalism currently practiced in the United States. Ramirez, in his critical contribution to the ongoing debate in connection with free markets and governmental regulation, envisions a new and different kind of capitalism. Ramirez's capitalism respects individual potential and human capital, considers equality and fairness, and promotes the abilities of all people, rather than focusing on deeper entrenchment of the elite. Lawless Capitalism meticulously weaves the best thinking of dozens of economists, law professors, sociologists and philosophers into a new conceptualization of an economic rule of law, one that Ramirez fully develops, that offers a better economic way for our nation and the world. Lawless Capitalism is an important book, representing a powerful new voice that literally demands to be heard. " -- Andre Douglas Pond Cummings,Indiana Tech Law School"[The book] explores the role of corrupted law and regulation in the financial crisis of 2007-09 and its ongoing macroeconomic consequences. [It] presents a legal framework that comprehends the links between law and macroeconomic growth." * Journal of Economic Literature *"Unlike some articles on the crisis, Ramirez takes great pains to show that racism pervades out economy and political system, and that this fundamentally helped to create the financial meltdown. He begins with an examination of the untapped human potential, explains how the system is stacked against people of color, and reveals that people of color were the victims of the very subprime mortgages that elites bundled into securities and sold to unwitting investors around the world." * Law Library Journal *"Thoughtful, well-constructed volume." * Choice *"The main value of this book lies in the fact that it 'articulates a legal framework that comprehends the link between law and macroeconomic stability and growth.'" * BIZ INDIA *Table of ContentsA Revolution in Economics (but Not in Law)2. The Corrupted Corporation 3. Animal Spirits and Financial Regulation 4. Rigged Globalization 5. The Costs of Economic Oppression 6. The Crisis in Crisis Management 7. The Potential for an Economic Rule of Law Epilogue: Optimized Legal Infrastructure and the End of Scarcity

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Book SynopsisThis rigorous commentary takes as its focus the English partnership agreement. It sets out in meticulous detail how the agreement is amended by supplementary statutory provisions or rules of procedure. It then goes on to comment on its essential terms, offering various jurisdictions’ perspectives of those terms. Both market standards and alternative approaches (which are common practice) are addressed. Finally, national formulation proposals for the modules of a contract are laid out on the basis of a term sheet. Its rigorous, authoritative examination makes it required reading for all practising in the field of partnership law.

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Book SynopsisThis article-by-article Commentary on the Canada-European Union Comprehensive Economic and Trade Agreement (CETA) is a vital resource for practitioners and academics in the field of EU investment protection law. CETA has been called a game-changer. In the investment chapter, it has introduced a number of key innovations, including; - the investment court system with an appellate tribunal, - guidelines on third party funding, - transparency and information sharing, - modern versions of standards of protection, and - detailed provisions on reservations and exceptions. Considering that the new dispute resolution provisions in this chapter have also passed the scrutiny of the Court of Justice of the European Union, it is expected that CETA’s investment chapter will serve as a blueprint for future EU investment agreements and so a full understanding of this, offered by this useful Commentary, is essential for lawyers.Table of ContentsAn Overview of the CETA – Investment Chapter (Chapter 8) Article 8.1 Definitions Article 8.2 Scope Article 8.3 Relation to other chapters Article 8.4 Market Access Article 8.5 Performance Requirements Article 8.6 National treatment Article 8.7 Most-favoured-nation treatment Article 8.8 Senior management and boards of directors Article 8.9 Investment and Regulatory Measures Article 8.10 Treatment of Investors and of Covered Investments Article 8.11 Compensation for losses Article 8.12 Expropriation Article 8.13 Transfers Article 8.14 Subrogation Article 8.15 Reservations and Exceptions Article 8.16 Denial of benefits Article 8.17 Formal Requirements Article 8.18 CETA (Scope) Article 8.19 Consultations Article 8.20 Mediation Article 8.21 Determination of the respondent for disputes with the European Union or its Member States Article 8.22 Procedural and Other Requirements for the Submission of a Claim to the Tribunal Article 8.23 Submission of a Claim to the Tribunal Article 8.24 Proceedings under another international agreement Article 8.25 Consent to the settlement of the dispute by the Tribunal Article 8.26 Third party Funding Article 8.27 Constitution of the Tribunal Article 8.28 Appellate Tribunal Article 8.29 Establishment of a multilateral investment tribunal and appellate mechanism Article 8.30 Ethics Article 8.31 Applicable law and interpretation Julian Scheu Article 8.32 Claims manifestly without legal merit Article 8.33 Claims unfounded as a matter of law Article 8.34 Interim Measures Article 8.35 Discontinuance Article 8.36 Transparency of proceedings Article 8.37 Information sharing Article 8.38 Non-Disputing Party Article 8.39 Final Award Article 8.40 Indemnification or other compensation Article 8.41 Enforcement of Awards Article 8.42 Role of the Parties Article 8.43 Consolidation Article 8.44 Committee on Services and Investment Article 8.45 Exclusion

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Book SynopsisThis book provides a critical socio-legal study that brings together the latest scholarly advances on corporate social responsibility, and, at the same time, addresses the pressing issue of corporate liability for harmful acts across the supply and production chains. Corporations have seldom been held responsible and virtually never liable for the acts of their subsidiaries and subcontractors. Actors as different as workers, investors, individual consumers, and shareholder activists claim that corporations should accept greater responsibility for communities and environments affected by their activities. The book argues that a global value chain’s head corporations remain immune to any liability because of the ‘economically dependent-legally independent’ relationships between core corporations and their periphery suppliers and subcontractors. To tackle this problem, globally, the author acknowledges that ‘we’ as a society need to reduce the economic dependence as described above – which is far too excessive – by ensuring a level playing field both economically and socially. More concretely, she argues that in order to realise transnational corporate liability, ‘we’ as lawyers need to find a way (or ways) to establish legally effective relationships between head corporations and their economically dependent entities. Readers of this book will be able to export the concept of corporate social liability, developed in the context of value chains, and apply it to other contexts involving corporate activities where they need to tackle unrestrained corporate freedom and make global businesses responsible and socially useful.Trade ReviewA thought-provoking book … Beyond its legal reach, the book, written in the midst of an unprecedented public health and socio-economic crisis, provides a perceptive account of our society’s dominant values and contributes to paving the way towards a mindful and sustainable recovery from the pandemic. -- Claudia Pharaon, Leiden University * International and Comparative Law Quarterly *This book is a sophisticated addition to what Socio-Legal Studies has to offer to the formulation of legal policy towards the harmful effects of TNCs. It very interestingly suggests the gains in theory and policy that may be made from giving GSCs, so far largely a feature of business literature, such prominence in legal discussion. -- David Campbell, Lancaster University * Frontiers of Socio-Legal Studies *This book is a very welcome contribution to business and human rights and one which scholars and practitioners in the field will no doubt find useful. The book provides us with an impressive and critical survey of legal tools already available to combat corporate irresponsibility, as well as the social and historical context through which GVCs emerged. -- Marisa McVey, Queen’s University, Belfast * Business and Human Rights Journal *This is an important book. Anna Aseeva's study of corporate social liability brings together comparative legal scholarship with a socio-legal assessment of the ways in which corporate responsibility for societal issues is regulated across global value chains. She demonstrates that we, as lawyers, can influence corporations' behaviour if we look beyond legal liability and acknowledge the ex ante effects of norms. * Vanessa Mak, Chair in Civil Law, Leiden University, the Netherlands *Aseeva deftly examines the shortcomings of existing soft and hard law for preventing and addressing environmental, human rights and other social harms of business conducted through GVCs and puts forward innovative ideas for filling these governance gaps. Her book is an important contribution to the literature on corporate accountability and should be required reading for Business and Human Rights scholars and students, as well as legislators concerned with the excesses of global capitalism and corporate impunity. * Penelope Simons, University of Ottawa *Table of ContentsPART I ON THE LIMITS OF LAW AND A LIMITLESS GLOBALISED MARKET 1. Introduction I. Meet Corporate Social Liability II. Why Corporate Social Liability? III. What does Corporate Social Liability Cover? IV. The Book’s Approach and Methods V. Structure of the Book 2. Setting the Stage: Corporate Responsibility in Context I. The Corporate Responsibility Debate in its Historical Context II. Ideational Context: The Impact of the Washington Consensus III. Economic Context: Centre, Semi-Periphery and Periphery of Global Value Chains IV. Organisational Context: Global Value Chain Governance V. Social Context: CSR Standards for and within Global Value Chains VI. The Advent of International Standards VII. The Many Shades of Voluntary Standards and Corporate Self-Regulation VIII. The Rise and Fall of CSR PART II THE SHORTCOMINGS OF CORPORATE RESPONSIBILITY AND OBSTACLES TO CORPORATE LIABILITY 3. National Law: Shades of Publicness in Private Regulation I. Corporate Law II. Tort Law and Contract Law III. Commercial Law 4. Post-national Law: Mandatory Disclosure, Environmental and Human Rights Due Diligence, and Supply Chain Liability I. Supranational Law II. International Law PART III CORPORATE LIABILITY IN THEORY AND PRACTICE: RECENT APPROACHES AND AN INTRODUCTION TO CORPORATE SOCIAL LIABILITY 5. Corporate Liability in International Comparison 9 I. Legislative Landscape II. Litigation Landscape 6. Analysis of Avenues for Corporate Social Liability in Global Value Chains I. Common Criteria for Founding Liability: An Overview II. Further Criteria for Founding Liability: Various Relevant Practices III. Conceptual Prospects for Corporate Social Liability in Global Value Chains PART IV PITFALLS AND THE FUTURE OF CORPORATE SOCIAL LIABILITY IN GLOBAL VALUE CHAINS 7. Liability through Judicialisation, Legalisation, and Alternative Dispute Settlement I. General Direct Liability II. A(n) (Im)Possibility of Judicial Assertiveness: A General Duty of Care for Global Value Chains III. Legalisation through Legislation: Liability Disciplines in Current French and Dutch Law IV. Transnational CSL Legalisation: Bangladesh Accord and Bangladesh Alliance V. Alternative Dispute Resolution through International Investment Arbitration VI. Enforcing Corporate Social Liability ex ante 8. The Reality and Prospects of European and International Law of Corporate Liability in Global Value Chains I. European Law II. International Business and Human Rights Framework: Guiding or Binding the Global Business? 9. On the Gap-filling Corporate Social Liability (and its Gaps) I. The Pitfalls of International Arbitration for Realising Transnational CSL II. The Limits and Opportunities of the Interface of Domestic Private Law with Public International Law III. Whither Corporate Social Liability? Conclusion: Where Do We Stand and Is There a Way Forward? I. Where Do We Stand? 3 II. The Way Forward III. Final Concluding Remarks

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Book SynopsisStarting with an overview of the development of money laundering and the work of international organisations, International Guide to Money Laundering Law and Practice is a unique publication providing a detailed insight into the background of money laundering operations, clearly explaining the anti-money laundering laws and regulations in 35 key global financial centres throughout the world. In addition, there are four chapters considering money laundering law and practice in the UK with the emphasis on the legal and regulatory framework and include: a chapter on the accounting and auditing issues; and a chapter on confiscating the proceeds of crime written by Jonathan Fisher, QC, a leading barrister specialising in corporate and financial crime, proceeds of crime and tax cases. It also contains a chapter covering international responses and initiatives to money laundering. The fifth edition covers, amongst other things, the implementation of the Fifth EU Money Laundering Directive and the Criminal Finances Bill. Written by local experts and edited by a team from Baker McKenzie's Financial Services Group, International Guide to Money Laundering Law and Practice is the leading, authoritative text on this heavily regulated area of law. It is essential for all banking and finance practitioners involved in anti-money laundering, banks, compliance officers and regulators in order to keep abreast of the developments and compliant with the law and regulations internationally. This title is included in Bloomsbury Professional's Banking and Finance online service.Trade ReviewThis book is simply and currently unsurpassable as the comparative reference book on this subject and will remain so for the foreseeable future. * The Law Society Gazette *...an extremely useful one stop shop for international money laundering law...should have a place in every practitioner's library -- Review of 4th edition, Peter Binning, partner, Corker Binning * New Law Journal *This timely and illuminating resource book has the potential to become an indispensable reference text for lawyers, law firms and regulators specializing in economic crime as they try to understand how different legal systems approach and deal with this ubiquitous problem. * Commonwealth Lawyer *Table of Contents1 UK Part I: UK money laundering – typological considerations 2 UK Part II: UK law and practice 3 UK Part III: practical implementation of Regulations and Rules 4 UK Part IV: confiscating the proceeds of crime 5 UK Part V: accounting and auditing issues 6 International initiatives 7 Argentina 8 Australia 9 Austria 10 The Bahamas 11 Belgium 12 Bermuda 13 Brazil 14 British Virgin Islands 15 Canada 16 Cayman Islands 17 China 18 Cyprus 18A France 19 Germany 20 Gibraltar 21 Greece 22 Guernsey 23 Hong Kong 24 India 25 The Isle of Man 26 Italy 27 Japan 28 Jersey 29 Liechtenstein 30 Luxembourg 31 The Netherlands 32 New Zealand 33 Russia 34 Saudi Arabia 35 Singapore 36 South Africa 37 Spain 38 Switzerland 39 Ukraine 40 United Arab Emirates 41 United States of America

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Book SynopsisChapter 1 analyses recent changes to state Unemployment Compensation (UC) programs. Two categories of UC state law issues are considered: (1) changes in the duration of state UC unemployment benefits, and (2) changes in the UC weekly benefit amount Chapter 2 provides state-by-state information on workers covered, benefit eligibility, methods of financing, and other areas of interest in the Unemployment Insurance (UI) program. It also includes information on the temporary disability programs operated in six states.Table of ContentsPreface; Unemployment Insurance: Consequences of Changes in State Unemployment Compensation Laws; Comparison of State Unemployment Laws 2019; Index.

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Book SynopsisPractice under Article 9 of the UCC, Second Edition is a comprehensive guide for lawyers facilitating secured transactions. This updated edition summarizes the provisions of Article 9 as it was revised and as it is contained in the 2010 Official Text of the UCC. The 2010 Official Text includes the 2002 revision of Article 1 of the UCC and the 2003 revision of Article 7 of the UCC, with conforming amendments to Article 9. The 2010 Official Text also includes the amendments to Article 9 promulgated in 2010 (the "2010 amendments"). The "2010 amendments" address a narrow set of issues, but do not change the basic structure of Article 9 and are expected to become effective on July 1, 2013.

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Book SynopsisSignificant changes have taken place pertaining to banking and finance regulations. In July 2010, Congress passed the Dodd-Frank Act, which outlined sweeping regulatory changes intended to bring greater transparency and oversight to the financial markets. Hedge fund managers were not exempt from increased scrutiny and regulation by state and federal regulatory agencies. Mandated by the Dodd-Frank Act, the SEC adopted new rules in 2011 that eliminated (again) the private adviser exemption, required more hedge fund managers to register with the SEC or a state authority, and required much more detailed and frequent reporting from most managers. The SEC and the Commodity Futures Trading Commission (CFTC) issued thousands of pages of proposals for new rules that directly or indirectly regulate investment advisers and hedge funds, and many have been adopted. Lawyers at SHARTSIS FRIESE LLP, one of the nation’s preeminent law firms in representing hedge fund managers, have once again pooled their expertise with a second edition to the U.S. Regulation of Hedge Funds to address recent developments and evolving regulations. This book is a top-to-bottom review of hedge fund regulation bringing together in a single, convenient volume a discussion of the wide array of securities, tax, ERISA and commodities laws that apply to hedge funds and their investment advisers. This resource surveys federal securities laws and rules applicable to the organization, capitalization and operations of private U.S. domestic investment partnerships that invest and trade mainly in the public securities markets. An invaluable resource for anyone who manages a hedge fund or counsels hedge funds managers.

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Book SynopsisThis essential trade reference offers more than fifty crucial forms and tells you everything you need to know to use them effectively, all for $5 less than the first edition. Made available in hard copy and on CD-ROM, each form can be customized and is accompanied by detailed instructions, advice on standard contractual provisions, and a negotiation checklist to help you achieve the best results. Included is an in-depth section on contractual issues relevant to the industry. Among the essential forms included are: Project plan and budget Proposal form Comprehensive production schedule Transmittal form Traffic log Collection letters Receipts log Marketing checklist Billing forms Work change order Designer–client agreement for commercial and residential projects Contract summary sheet Contract with fabricator Nondisclosure agreement for submitting ideas Employment agreement Trademark application And many more New to this edition are forms for leases, subleases, arbitration, general and mutual releases, employee warning and dismissal letters, and promissory notes. Don’t miss out. Use Business and Legal Forms for Interior Designers to spare yourself expensive lawyers’ fees and get fair compensation for your work.

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Book SynopsisMany casebooks are constructed by academics who have spent a good portion of their careers in teaching environments. This casebook is different. While some of the contributors are full-time faculty members who have taught franchising in law schools, most are private practitioners. These practitioners have worked with clients in the real world and have examined in-depth questions that the book explores. Their experience brings a blend of theoretical and practical perspectives on the legal and policy issues raised by franchising as a business model. The book is designed for use in a franchise law course, but contains practical materials for all attorneys.

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Book SynopsisThis book is a wonderful introduction to the law governing security interests in personal property, which is based on Article 9 of the UCC. This book explains the terminology, structure, and methodology of security interests governed by Article 9 in a readable, concise, and yet thorough manner. Practitioners can use the book to become rapidly conversant with the scope, concepts, and structure of Article 9 and how security interests are created, priority is established and remedies are pursued upon default. Students can gain an overview of security interests and can revisit each chapter as they study its principles in greater depth.

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Book SynopsisThis guide covers open-end funds (typically referred to as mutual funds), closed-end funds and exchange-traded funds. It is intended to assist directors of investment companies registered under the Investment Company Act of 1940 in fulfilling their responsibilities. Since 2006 when the third edition was published, there have been significant developments affecting funds in the wake of the 2008-2009 financial crisis and the resulting legislation, the Dodd-Frank Act. There also has been increased civil litigation involving funds and their service providers, and a more active role of the SEC and its staff in asserting securities law fund-related violations, including SEC enforcement actions against independent directors brought under the 1940 act's compliance rule. This guidebook provides directors with an overview of the functions, responsibilities, and potential liabilities of fund directors; information about the structure and operations of the board and its relationship to the investment adviser, the distributor, and others; assistance to directors in discharging their responsibilities; suggestions as to how independent directors can best fulfill their responsibilities.

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Book SynopsisThe Inside Revolution: Resolving the Partner-Guardian Tension, provides a thoughtful and thought provoking analysis of the role General Counsels, and lawyers more generally, can and should play in business and society.In the past 25 years, there has been a revolution in the legal profession. General Counsel and other inside lawyers have risen in quality, responsibility, power and status. Once second-class citizens in corporations and the legal profession, they have become core members of top corporate management, equaling in importance the Chief Financial Officer and the finance function. They have dramatically shifted power from law firms to corporate law departments, assuming strategic direction over legal matters and exercising far greater control over law firm billing and economics.Ben W. Heineman, Jr. has led that revolution in his nearly 20 years as the top lawyer at GE and then in teaching and writing as a Distinguished Senior Fellow at Harvard Law School’s Program on the Legal Profession and lecturer at Yale Law School. In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel: the key functions, relationships, issues, problems and dilemmas. Moreover, he argues for the role of inside counsel as lawyer-statesman, motivated not just by the desire for income but by broader values of integrity and corporate citizenship.In this analytic and prescriptive book, he describes the essence of that transformation and the modern role of inside counsel in helping attain the corporate mission of high performance with high integrity: the key functions, relationships, issues, problems and dilemmas. He argues for the role of inside counsel as lawyer-statesman and as a partner of the CEO but also guardian of the corporation, motivated not just by the desire for income but by broader values of integrity and corporate citizenship. The Inside Counsel Revolution is a succinct, concrete yet visionary statement of first principles from a highly regarded founder of the in-house revolution that fundamentally changed the legal profession and reframed the lawyer-statesman role in this era to serve the performance, integrity and risk goals of global capitalism.Published by the American Bar Association in April 2016. Trade Review"The transformation of the corporate legal department from a "backwater" into a premiere destination for ambitious lawyers to learn and grow their careers, in many ways forms the nub of what Heineman calls the Inside Counsel Revolution... Heineman's book is not a memoir of his time inside GE or a history of the inside counsel movement. Rather, he offers a set of prescriptions for how GCs can maximize their role in a corporation. The book explicates the unique role that a general counsel can play to help a corporation meet its highest performance and maintain integrity. He draws on recent history to call out lawyers who have fallen down, or commend his colleagues who in his view have effected tough decisions... in-house counsel bring a unique perspective and analysis that makes them a conscience [of the company], their views important and their role bigger than a bureaucratic function, he writes." ----Gabe Friedman, Bloomberg Big Law Business "Ben Heineman redefined the world of inside lawyers and corporate General Counsels. His book, The Inside Revolution: Resolving the Partner-Guardian Tension, provides a thoughtful and thought provoking analysis of the role General Counsels, and lawyers more generally, can and should play in business and society. Every lawyer working in or for a business should read this book. And every business leader who works with lawyers should read it. Ben's analysis will help them understand what to expect from their lawyers, as it also holds a mirror to what they should expect from themselves in handling the complex issues that define the modern corporate world." --Frank Blake, former Chairman and CEO, Home Depot This powerful book explains how the inside counsel revolution has helped shape the role of responsible global companies and has transformed the legal profession. How should the corporation where you are general counsel deal with the use in China of the ultra-sound equipment it manufactures to carry out sex-selection abortions aimed at favoring boys over girls? What's an in-house lawyer to do when her duty as guardian of the corporation conflicts with her role as the CEO's lawyer and partner? On these issues and everything else from good citizenship, to managing the profit maximizing urges of outside law firms, to handling internal scandals, to managing risk, to dealing with laws and regulations that contradict each other once you cross a national border, to chiming in on appropriate executive compensation Ben Heineman, Jr. has provided the ultimate analysis of how corporations can, and should, function in a complex legal environment here and around the globe. More than that, he offers a fascinating set of examples of how it's done. Every board of directors should read this book and make not just their lawyers but their executives, too, study it and take an oath to live it."--Steven J. Brill, Brill Journalism Enterprises Ben Heineman is responsible for defining the modern Office of the General Counsel. This is a must read for all in-house attorneys--and for all outside lawyers who serve corporations."--Michael J. Holston, Executive Vice President and General Counsel, Merck & Co. This is a must read for any director of a public company. Ben Heineman, legendary GE GC, makes a compelling case that the General Counsel is an essential partner for boards and business leaders on core issues of performance, integrity and risk. The stories of right and wrong will stay with you for years." --Shelly Lazarus, Chairman Emeritus, Ogilvy & Mather Major international corporations have become quasi- public institutions impacting the thousands, if not millions, who are either employed by them, use their output, or are impacted by their functioning, worldwide. Inside legal counseling of their management requires a vast combination of talents: law, obviously, and sensitivity to public policy, governmental concerns, and most importantly, courage. Ben Heineman, the long-time leader of the inside counsel revolution, has that combination in abundance and brings to those attempting that counseling an aspirational model, and to the general reader, a fascinating glimpse of the tensions inherent in counseling the management of these unique institutions."--Ira M. Millstein, Senior Partner, Weil, Gotshal & Manges Based on his pioneering work in creating the modern corporate law department, lawyer-statesman-teacher Ben Heineman ably sets out the core rules that must guide lawyers of skill and integrity as they advise businesses striving to achieve sustainable strong long term performance. The challenges he faced and the lessons he learned provide an invaluable and practical vision for both inside lawyers and the external counsel who work with them."--John F. Olson, Partner, Gibson, Dunn & Crutcher Ben Heineman puts forth a vision of the modern General Counsel that is both aspirational and profoundly practical. Refreshingly candid about the challenges facing global companies today, The Inside Counsel Revolution shows why Heineman's 'lawyer-statesman' General Counsel is an indispensable member of a winning leadership team. A must-read for CEOs and boards of companies seeking high performance with high integrity."--Lynn Sharpe Paine, John G. McLean Professor of Business Administration, Harvard Business School Ben Heineman, a renowned pioneer at GE, has written an extraordinary and definitive book on the role of the general counsel in companies today. It offers rich insights not only for those of us who serve in these positions, but for business people who must operate at the intersection of business, law, public policy, and corporate responsibility."--Brad Smith, President and Chief Legal Officer, Microsoft Corporation No one understands better the critical role General Counsel play in assuring the success of global corporations than Ben Heineman, the former GC of GE. Expanding on his important and ground breaking work and writing, Heineman's The Inside Counsel Revolution is deeply insightful--- rich with detailed analysis and penetrating vignettes based on real life crises. This is a must read for anyone, not just lawyers, who want a practical vision of how global corporations can thrive and avoid the reefs and shoals of today's treacherous legal environment."--Larry D. Thompson, former Deputy Attorney General of the United States and former Senior Vice President and General Counsel, Pepsico Ben Heineman's extraordinary book, The Inside Counsel Revolution, is a 'must read' not only for inside corporate counsel at all levels but also for all corporate officers in the C-Suite and senior outside counsel who regularly interact on major matters with the corporate team. Why? Two primary reasons: First, it is a richly-textured and comprehensive chronicle of his remarkable first-hand experiences in high-level, real-world, and high-stakes settings. Second, it is chock full of wisdom, insightful analysis, and priceless advice for any lawyer sitting, or aspiring to sit, on the hot seat of the chief legal officer." -- E. Norman Veasey, former Chief Justice of the Delaware Supreme Court During and after his landmark tenure at GE, Ben Heineman became the leading voice articulating the highest aspirations for the general counsels that have followed in his footsteps. In this insightful and deeply practical book, he forcefully describes the tremendous potential that general counsels have to help their companies, the legal profession, and society as a whole achieve what he aptly refers to as 'high performance with high integrity.' His sustained and comprehensive analysis should be required reading for every academic, practitioner, and law student committed to making this ideal a reality."--David B. Wilkins, Lester Kissel Professor of Law and Director, Center on the Legal Profession, Harvard Law School "In his nearly 20 years as the top legal executive at General Electric, Heineman redefined the role of the GC in the modern corporation...indispensable new book, The Inside Counsel Revolution," ...Thanks in no small part to Heineman, the in-house backwater is now the wave of the future in modern practice. And it can be an exhilarating, enlivening, fulfilling professional ride...Heineman calls his book my last will and testament on the role of General Counsel in the high performance with high integrity corporation." It's impossible to do it justice in a short review. The Inside Counsel Revolution" pulls together skeins of string he has gathered over the years - speeches, articles and broad experience in private practice (... Sidley, Williams & Connolly), academia (Harvard, Yale), government (Department of Health, Education & Welfare), the Supreme Court (clerk for Potter Stewart), and, of course, at GE (Senior Vice President and General Counsel) - and weaves it into a comprehensive and coherent framework for the GC role - and the role of lawyers generally...It is an exhilarating, invaluable work that has earned widespread praise...[with] many over-the-moon comments..." -- Joe Calve, Metropolitcan CounselTable of ContentsPart One: The General Counsel as Partner and Guardian 1 Chapter 1 Introduction: The Inside Counsel Revolution 3 a. Transformation 3 b. Credit Where Credit Is Due 8 c. Causes: A Schematic View 10 d. The Prescriptive Perspective 15 e. Core Concepts and Key Issues 21 Chapter 2 The Lawyer-Statesman Ideal 23 a. Overview: Is It Legal? Is It Right? 23 b. Historical Traditions 26 c. Outstanding Expert, Wise Counselor, and Accountable Leader 31 d. “Complementary” Competencies: Beyond the “Core” 41 e. Analysis before Recommendation 46 f. Analysis before Advocacy 51 G. An Important Conscience of the Corporation 53 Chapter 3 Partner-Guardian Realities 55 a. The Tension 55 b. The Fusion 58 c. The Obstacles 63 d. The General Counsel’s Character, Reputation, and Identity 68 e. Protecting Other Inside Counsel 71 f. Alliance with Other Staff Functions 74 g. The Board of Directors 75 h. The CEO 81 i. Dealing Directly with CEO Risk 83 Chapter 4 The Cultural Imperative 91 a. Primacy 91 b. The Pressures That Corrupt 95 c. Imposing Discipline 108 d. Letting Employees Speak—and Then Listening 115 e. An Integrity “Learning Culture” 121 f. Financial Rewards 125 g. Assessing Culture 127 Part Two: Key Issues 129 Chapter 5 Compliance and Legal Hazard: The Essence 131 a. Complexity 132 b. Regulatory Trends 135 c. Determining What Is the Law 140 d. The CEO as Chief Compliance Officer 142 e. Prevent, Detect, and Respond 144 f. Deals 159 g. Value of a Good Compliance System: Morgan Stanley 161 h. Value of a Good Response to Compliance Disaster: Siemens 163 i. GC, CFO, and Chief Compliance Officer: Function Not Form 168 j. People and Resources: Platinum, Gold, Silver, Bronze—or Nickel 176 Chapter 6 Ethics: The Complexity 183 a. Identifying Ethical Issues 185 b. Setting Ethical Standards 188 c. Challenges in Global Supply Chains 197 d. Conflict between Global Standards and National Law 213 e. Ethical Problems When There Is No National Enforcement 219 f. Exiting Rogue States 222 g. Cost: Small and Medium-Sized Companies 226 h. Values 226 Chapter 7 Risk and Crisis Management 229 a. Scope 230 b. Organizational Principles 232 c. Framework Questions 236 d. Catastrophic Events and Crisis Management 244 e. Fukushima: Debating Disaster 249 f. BP and the Gulf: “Exhibit A” for Catastrophic Costs of Failure 253 g. A Comment on Geopolitical, Terrorism, and Cyber Risk 264 h. The Need for Specialized Knowledge 270 Chapter 8 Governance: The Board Relationship 275 a. The Three Dimensions of Governance 276 b. The Framework of Formal Rules 278 c. The Six Essential Tasks of Board–Management Leadership 280 d. Special Problem: Executive Compensation 300 e. Board Independence and Leadership 307 f. Shareholders: Stewards and Activists 310 Chapter 9 Citizenship and the Primacy of Public Policy 317 a. Philanthropy 319 b. Business Activities 322 c. Collective Action: Anticorruption 326 d. Public Policy 335 e. Reporting 354 f. Reputation 357 Part Three: The Global Legal Organization in the Future 359 Chapter 10 Leading the Law Department 361 a. Mission 361 b. Hire the Best 363 c. Delegation 371 d. Accountability: Centralized or Decentralized Model 374 e. Global Integration 380 f. Duties to Inside Lawyers 382 g. Innovation, Management, and Cost 390 h. Explaining the Legal Organization to Business Leaders 398 Chapter 11 Law Fi rms—and Alternatives 401 a. Problems: A Brief Bill of Particulars 402 b. Solutions: A Brief History 406 c. The Primacy of Segmentation 411 d. Rethinking Resource Allocation 412 e. Resetting the Relationship 417 f. Cooperation on Ethics 428 g. A Personal Note 438 Chapter 12 The Future: Problems and Possibilities 441 a. Extending the GC’s Reach 442 b. Attitudes: Boards of Directors, CEOs, and Business Leaders 444 c. Making the Case That Cost Creates Value 447 d. Going Global? 450 e. Partner and Guardian 454 NOTES 457 Acknowledgments 491 About the Author 493 INDEX 495 Part one

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Book SynopsisFranchising is experiencing explosive growth in the U.S. and abroad, triggering more legal transactions and queries about this multi-faceted area of law. Written specifically to help lawyers and non-lawyers brush up on franchise law, this respected publication - now in its fourth edition - is charged with useful definitions, practical tips, and expert advice from experienced franchise law practitioners. Covering the basics of franchise law in one, easy-to-read volume, this practical guide examines franchise law from a wide-range of experiences and viewpoints. Each chapter is written by two experienced practitioners and provides a well-rounded overview of franchise law. Key franchise law topics covered include: * Trademark law* Structuring the franchise relationship* Disclosure issues* Registration* Franchise relationship laws* Antitrust law* International franchising* Counseling franchisees In addition to covering the legal fundamentals, this resource also includes time-saving appendices on state franchise and business opportunity statutes; franchise relationship law citations and popular names; types of franchise relationship laws; statutory examples of good cause for termination; procedural requirements for termination and nonrenewal; and examples of other unlawful practices.Table of ContentsTable of Contents Chapter 1: Trademark Law Fundamentals and Related Franchising Issues Chapter 2: Structuring the Franchise Relationship Chapter 3: Franchise Disclosure Issues Chapter 4: Registration Chapter 5: Franchise Relationship Laws Chapter 6: Antitrust Law Chapter 7: International Franchising Chapter 8: Representing Franchisees Appendix A: State Franchise and Business Opportunity Registration and/or Disclosure Statutes Appendix B: Franchise Relationship Law Names and Citations Appendix C: Types of Franchise Relationship Laws Appendix D: Statutory Examples of Good Cause Appendix E: Procedural Requirements for Termination and Nonrenewal Appendix F: Examples of Other Unlawful Practices Table of Cases Index

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Book SynopsisThis new fifth edition is a quick reference guide for anyone who deals with a bankruptcy case including judges, lawyers, paralegals, credit managers, collection agents, professors, law students, and others participating in bankruptcy cases or study. It has been updated to incorporate the latest and most relevant Code and Rule changes. The Checklist is organized by chapter of the Bankruptcy Code (i.e., 1, 3, 5, 7, 11, 13, and 15), and, within each chapter, by Code section, with additional sections covering those items typically needed upon the filing of a case, rules on adversary proceedings, appeals, and notices. Due to the minimal number of Chapter 9 and 12 cases filed, deadlines under those Chapters are not included. The Checklist is meant to be a list of all of the potential deadlines in a case; it certainly is not necessary (and indeed would be unlikely) to use each deadline in a particular case. To use the Checklist, simply look up the relevant Code section(s), which appear in numerical order and in the Index. Cross-references for applicable Rules are provided. Code sections or Rules in bold designate the primary section or Rule containing the relevant deadline. Each deadline in the Checklist has a corresponding space for the insertion of a due date, so that the user may calculate and maintain a master list of deadlines in each case if that is desired. The Checklist has been printed in an easily transportable size for ease of use at your desk, in court, at seminars, or in client meetings.

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Book SynopsisThe Model Business Corporation Act (2016 Revision) is the first complete revision of the Model Act since 1984. The Model Act is a free-standing corporation statute that can be enacted in its entirety by a state legislation. It is the basis for the general corporation statute in 32 states and the District of Columbia, and is the source for many provisions in the general corporation statutes of other states. It is an important and often cited reference for courts, lawyers, and scholars, as well as a useful source of study and discussion in law schools in the U.S. and elsewhere. Through periodic amendments, the Model Act has evolved in significant ways since 1984. This evolution, however, has been incremental and has not been published in a comprehensive form that could be easily adopted by state legislatures as a means to capture all the changes since 1984. Nor had there been any systematic attempt to revise the Model Act to eliminate inconsistent terminology and adjust provisions that had become outdated since the 1984 revision. Accordingly, beginning in 2010, the Business Law Section’s Corporate Laws Committee has undertaken a thorough review and revision of the Model Act and its Official Comment. This effort has resulted in the adoption and publication of the Model Business Corporation Act (2016 Revision). The 2016 Revision is based on the 1984 version and incorporates the amendments to the Model Act published in supplements regularly thereafter, with changes to both the Act and its Official Comment. Also included are notes on adoption and revised transitional provisions that are intended to facilitate legislative consideration in adopting the new version of the Model Act. The Committee intends and hopes that the publication of the 2016 Revision will encourage state legislatures—in states that have already adopted all or a substantial part of the Model Act and in other states as well—to consider adopting the Model Act in full and thereby bring their corporate statutes into line with recent developments in corporate law.

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Book SynopsisNonprofit Law provides lawyers who represent nonprofit organizations with basic information and guidance on legal issues that commonly arise for nonprofits. It provides an overview of the law with regard to particular issues with limited statutory and regulatory citations. This resource covers the formation, tax, governance, and documentation, as well as other areas including mergers and sale of assets of nonprofits, and dissolution of nonprofits. For lawyers who need a quick reference, Nonprofit Law: Reviews some basic questions an attorney should ask a client when advising on nonprofit issues, whether the attorney is asked to help form a new nonprofit corporation or advise on some other nonprofit matter Addresses issues relating to formation and describes important documents that are part of the formation process, including articles of incorporation and bylaws Discusses taxation issues with a focus on the types of federal tax exemptions that are available under the Internal Revenue Code Addresses governance matters and describes the individuals involved in the governance of a nonprofit corporation as well as the fiduciary duties imposed on the board of directors Focuses on other matters that often arise in representation of a nonprofit and includes discussion on subsidiaries of nonprofits, the merger, sale of assets and other entity combinations involving nonprofits, and dissolution of nonprofits And much more! The appendices include a checklist for articles of incorporation and bylaws, a list of tax exemptions under the Internal Revenue Code, as well as resource materials that can provide more detailed information on the subject matter.

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Book SynopsisBeginning with an overview of modern payment systems, this comprehensive guide: Discusses the primary modern payment systems, which form the “rails” for significant innovation Examines the next generation of payments technologies, which are seeking to deliver greater efficiency, convenience, and utility for businesses and consumers Details important regulatory concerns, including money laundering, tax enforcement, and sanctions regimes Includes legal and policy insights in the payments environment including the European Union and the U.S. Provides current reflections and forward-looking thoughts on issues and concerns presented by technologies that are closely related to electronic payments. As the Internet continues to expand its scope and impact on our daily lives, how are payment systems likely to adapt to these changes? And while we often extoll the benefits of technology, laws and regulations are also informed by critical examination of related social impacts. How does this movement toward electronic payment systems impact the poor and socially disadvantaged? These topics are boldly addressed as well as other topics.

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Book SynopsisThe materials in this book are designed to look at cryptoassets and the expanding world of cryptotransactions to examine the regulatory regimes surrounding these assets and markets and how those regimes are developing. Because the technology behind and legal reaction to crypto are evolving so rapidly and are still in the early stages, it is not possible to create a traditional casebook that focuses only on settled judicial opinions to illustrate relevant legal issues and rules. These materials therefore look at various statutes, rules, and regulatory structures that predate the advent of crypto along with mission and informational statements promulgated by the agencies most closely involved with regulation of cryptoassets and cryptotransactions. The book also covers recent administrative and judicial decisions addressing crypto-related issues and involving cryptoasset and fintech firms, as well as a range of other materials such as pleadings, briefs, agency guidelines and proposed regulations, and academic commentary. The book examines a broad range of regulatory regimes, and although it focuses primarily on U.S. federal law, it also introduces applicable state law, international law, and European Union law.

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Book SynopsisAn essential resource to help lawyers develop greater familiarity and understanding of bankruptcy law, this handbook provides entry into bankruptcy analysis and processes for practitioner's embarking on identifying, asserting, objecting to and/or defending claims in a bankruptcy case and evaluating the manner that claims may be treated. Providing a starting point for legal analysis, highlighting key issues, and answering key questions, this handbook provides guidance on: A summary of debtor's duties, the preparation of the debtor's schedules, and a chart with the debtor's assets and liabilities The life cycle of the claim, from onset to the contents, effects, timing and location of filing, concluding with rules regarding amendments to a claim Secured claims and transitions into unsecured claims Reclamation claims or the right of a vendor to demand the return of certain delivered goods from the debtor, including ordinary course of business requirement, insolvency, receipt of goods, the substance and timing of written demand and identity of the goods The definition of administrative claims and the types of claims that qualify for administrative status Claims objection process, including disallowance of claim and consequences of disallowance Rejection damages claims definition and the nuances of rejection remedies for tenants whose landlords reject their leases A new chapter on the intersection of claim dischargeability and the claims process And much more!

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Book SynopsisESG, CSR, and sustainability have become a dynamic and critical focus of corporate governance. The ESG challenges for corporate boards are complicated and this valuable guide sets out to carefully explore what happens when governance meets sustainability. The book serves as a guide to current ideas about ESG and governance and provides insight to directors on their role with respect to ESG matters. Written by a team of corporate governance experts, the guide begins with a valuable lexicon of ESG and sustainability terminology so that corporate directors have a baseline to understand the conversation. Divided into five parts, the book covers important issues, practical tips, and key take-aways for board members with discussions on: What is sustainability and how has it evolved? The role of the board and the role of the audit committee in the board's management of sustainability and ESG issues. What are the drivers of sustainability and who are the stakeholders? Board oversight of the dynamic ESG landscape. How does ESG affect corporate strategy and risk oversight and what are the mission-critical responsibilities of the boards of directors? Legislation, mandatory and voluntary reporting requirements, and litigation and risk management. Operations management: supply chain, employees, and customers. Diversity, equity, and inclusion in the boardroom and beyond. And much more!

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Book SynopsisAs an introduction to banking law, Banking Law Essentials lays the groundwork for lawyers to decipher this complex area of law. The author, Karol K. Sparks, delivers "just the basics" with practical tips and proven advice, in an easy-to-read conversational tone. The book shares decades of accumulated legal learning by the author and contributors and reflects their experience and knowledge as practitioners and educators. They simplify banking law and highlight what you need to know to get started on the substance. Beginning with "what is a bank?" to knowing your client and addressing your role as risk advisor, the book covers: The roles of the banking regulatory agencies The dual banking system The corporate family - bank holding companies, subsidiaries, and more The business of banking Capital basics Nuts and bolts of prudential law - 23A and B, Regulation O and Lending Limits Fundamentals of bank examination and enforcement and more! To help you navigate the acronyms, jargon, and obscure historical references to cases and statutes, the "Acronyms, Lingo, and Jargon" appendix is a quick and convenient resource. Included are banking terms, legal references, definitions, and chapter references to locate the terms in the discussion.

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