The book provides readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe.The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics.The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.

The contributions of Understanding the Sources of Early Modern and Modern Commercial Law: Courts, Statutes, Contracts, and Legal Scholarship show the wealth of sources which historians of commercial law use to approach their subject. Depending on the subject, historical research on mercantile law must be ready to open up to different approaches and sources in a truly imaginative and interdisciplinary way. This, more than many other branches of law, has always been largely non-state law. Normative, 'official', sources are important in commercial law as well, but other sources are often needed to complement them. The articles of the volume present an excellent assemblage of those sources. Anja Amend-Traut, Albrecht Cordes, Serge Dauchy, Dave De ruysscher, Olivier Descamps, Ricardo Galliano Court, Eberhard Isenmann, Mia Korpiola, Peter Oestmann, Heikki Pihlajamaki, Edouard Richard, Margrit Schulte Beerbuhl, Guido Rossi, Bram Van Hofstraeten, Boudewijn Sirks, Alain Wijffels, and Justyna Wubs-Mrozewicz.

This text contains chapters covering a variety of legal issues. The first section deals with contractual matters, including joint venture contracts, agreements relating to agency, distribution, licensing and franchising, time sharing and preliminary agreements regarding the buying and selling of property. The second section deals with the privatization of former state-owned companies and monopolies, such as media organizations. Under the heading of "Corporate Law", joint stock companies, sub-chapter S corporations, takeovers and new company legislation are discussed. The section on securities and investment deals, in particular, with the area of foreign investment, including tax incentives and the regulation of investments. There is also a section on taxation, which concentrates on offshore jurisdictions, and a section on general commercial issues. The topics covered in this final section vary to include technology transfer, evidential procedures, free trade areas, the regulation of resources, anti-trust matters, dispute resolution and new commercial legislation.

This book seeks to examine the relationship between corporate law rules and economic performance. Contributors examine the design of the two main systems of corporate governance to ascertain which bundle of rules is likely to support the emergence of a strong system of governance. They seek to show that the performance of companies is linked to different patterns of shareholding, legal rules, and non-legal relationships.

The Institutional Structure of Antitrust Enforcement, by Daniel A. Crane provides a comprehensive and succinct treatment of the history, structure, and behavior of the various U.S. institutions that enforce antitrust laws, such as the Department of Justice and the Federal Trade Commission. It addresses the relationship between corporate regulation and antitrust, the uniquely American approach of having two federal antitrust agencies, antitrust federalism, and the predominance of private enforcement over public enforcement. It also draws comparisons with the structure of institutional enforcement outside the United States in the European Union and in other parts of the world, and it considers the possibility of creating international antitrust institutions through the World Trade Organization or other treaty mechanisms. The book derives its topics from historical, economic, political, and theoretical perspectives.

This volume provides an in-depth approach to issues and problems currently confronted by multi-national enterprises ("MNEs") and other large foreign investors in China at the beginning of the 21st century. The volume examines legal, business, and strategic issues for foreign investors that are seeking to enter the China market and for those foreign investors already in China and seeking to expand or reorganize their operations. The volume takes an overall approach of the large foreign investor with a long term business plan for China and proposes a basic corporate structure for this investor. The structures involves a series of wholly foreign owned enterprises, joint ventures, and representative offices all under the control and ownership of one or more investment holding companies. Each of the entities in this structure are discussed individually and as part of an overall corporate conglomerate. The volume also examines the protection of intellectual property as a basic corporate business problem that should be part of the initial planning process as the foreign investor makes its initial move into China. Too often protection of intellectual property is not considered to be a priority until violations occur in China. Some prior planning and an emphasis on protecting intellectual property rights can be advantageous and help to avoid the serious problems that can later arise. This volume is written for those business and legal managers who are given heavy responsibilities for managing a China business but who lack a background in China. Because of the great interest in China by many MNEs, many business and legal managers are moving to China or are given additional responsibilities in the US for the MNE's new China operations. Many of these persons are expected to make decisions about a China operation even though they may lack even basic knowledge about the Chinese political, legal, and business environment. This is the first book written by an American lawyer designed to address this need.

This edition of the Comparative Law Yearbook of International Business surveys issues involved in post-employment employer-employee relations and the ability of employers to control the conduct of a former employee. The survey's introductory chapter provides a general review of issues in the context of multiple jurisdictions, followed by countryby-country analyses of 17 jurisdictions, encompassing reports on Argentina, Belgium, Canada, China, Germany, Gibraltar, Hungary, Iran, Italy, Japan, Luxembourg, Mexico, The Netherlands, New Zealand, the Slovak Republic, Switzerland, and the United Kingdom.

Franchising has long been an integral part of the globalization of business and an important tool in the spread of investment.
In this special issue of the Comparative Law Yearbook of International Business, practitioners who are specialized in franchising -- its potentials as well as its pitfalls -- provide reports on franchising developments in national systems such as:
- Australia,
- Austria,
- Canada,
- Chile,
- China,
- the Czech Republic,
- Denmark,
- France,
Germany,
- Greece,
- India,
- Indonesia,
- Israel,
- Malaysia,
- Mexico,
- Norway,
- Russia,
- Singapore,
- Spain,
- Thailand, and
- Turkey.

Virtually every jurisdiction is developing private international law rules to deal with trusts and similar ring-fenced structures. With the increasing impact of globalization, business interests throughout the world are intent on maximizing the potential of such structures for raising funds, lowering risks and cutting costs. As a result, numerous complex issues involving the traditional categories of settlor, beneficiary and fiduciary are being radically transformed. This text offers analyses, by 16 authorities in the field, of a broad range of trust-related issues. The many insights in this book reveal the workings of such issues as: the disappearing divergence between common law and civil law jurisdictions in the matter of trusts; using the segregated fund concept to manage the risk of insolvency; the demise of the "amateur trustee" in the charitable trust sector; why loss to the fund supersedes particular losses of beneficiaries; the legal dimensions of hiding ownership by "giving" property to trustees; the intervention of public policy in questions of perpetuity; the selective imposition of OECD and FTF transparency initiatives on offshore jurisdictions; and "policing" of trustee behaviour by beneficiaries. Lawyers, bankers and others dealing with investment and business finance should find much information as well as food for thought in this book, as should those involved in the traditional trust industry, whether as trustees or lawyers or fund managers. Most of the essays in this collection were originally prepared for presentation at a conference held in 2001 at King's College London.

The Review of the CISG is published once yearly and features articles written by prominent legal scholars in the field of international sale of goods from around the world. In addition to scholarly writings analyzing the various articles of the CISG, the book seeks to compile translations of recent decisions as well as commentaries of notable cases relating to the CISG. The Review of the CISG provides both a forum for legal discussion within the international legal community in the area of international sales law and as an authoritative source of reference for international scholars.

The 2006 edition of the "Comparative Law Yearbook of International Business" examines issues in three major topic categories: Litigation and Dispute Resolution, Investment Vehicles, and Secured Interests in Immovables. Lawyers from Nigeria, the United States, and Ireland review the settlement of investment disputes, the impact of claims on non-United States companies, and claim and dispute resolution under FIDIC. Practitioners from Israel, Panama, Hong Kong, and Belgium treat investment vehicles such as trusts, foundations, and joint ventures and investment visas. Contributors from Brazil, Venezuela, Argentina, and Mexico review the use of security in real property in their respective jurisdictions. Finally, lawyers from Brazil, Canada, the United States, Germany, South Africa, Ukraine, and Romania treat issues ranging from trade mark counterfeiting, registered designs, and telecommunications to criminality in international business transactions, outsourcing, and business immigration.

This edition of the Comparative Law Yearbook of International Business provides a general examination of issues vital to the world's economic recovery. In the field of company law, practitioners examine changes in Russia's corporate law and the new Ukrainian law governing joint-stock companies. In the area of competition law, lawyers review Serbia and Bulgaria's new laws on the protection of competition and the private enforcement of Articles 101 and 102 in Europe's national courts. Dispute resolution occupies two chapters, one dealing with best practices for drafting arbitration clauses and the other set aside, recognition, and enforcement of private commercial arbitration awards. A further two chapters treat employment and labor matters relating to distribution and commercial representation, indemnity upon termination, and processing personal data in the employment context of Hungary. In the area of financial services, practitioners from five jurisdictions deal with fiduciary duty, the European Commission's proposed Directive on Alternative Investment Fund Managers, Swiss disclosure rules on significant shareholdings, restructuring and refinancing routes for mortgage-secured debt in Spain, and insurance laws and regulations in Nigeria. Foreign investment is examined by two authors, reporting on 2008 and 2009 developments in investment treaty disputes and foreign investment in Indonesia. Intellectual property issues are reviewed in chapters relating to the use of intellectual property as collateral in secured financing and intellectual property licensing in Canada. Finally, lawyers treaty a variety of other issues, including the tax law of Liechtenstein, European Union-Israel trade in the automobile sector, insolvency risk and creditors' rights in Peru, the modernizing of trust law in Hong Kong and bridging cultural differences in international Transactions.

This book focuses on the Asia-Pacific region, delineating the evolving dynamics of foreign investment in the region. It examines the relationship between efforts to increase foreign direct investment (FDI) and efforts to improve governance and inclusive growth and development. Against a background of rapidly developing international investment law, it emphasises the need to strike a balance between these domestic and international legal frameworks, seeking to promote both foreign investment and the laws and policies necessary to regulate investments and investor conduct. Foreign investments play a pivotal role in most countries' political economies, and in order to encourage cross-border capital flows, countries have taken various steps, such as revising their domestic legal frameworks, liberalising rules on inward and outward investment, and creating special regimes that provide incentives and protections for foreign investment. Alongside the developments in domestic laws, countries have also taken bilateral and multilateral action, including entering into trade and/or investment agreements. Further, the book explores regional investment trends, highlights specific features of Asia-Pacific investment laws and treaties, and analyses policy implications. It addresses four overarching themes: the trends (how Asia-Pacific's agreements compare with recent global trends in the evolving rules on foreign investment); what China is doing; current investment arbitration practice in Asia; and the importance of regionalising investment law in the Asia-Pacific region. In addition, it identifies and discusses the research and policy gaps that should be filled in order to promote more sustainable and responsible investment. The book offers a valuable resource not only for academics and students, but also for trade and investment officials, policy-makers, diplomats, economists, lawyers, think tanks, and business leaders interested in the governance and regulation of foreign investment, economic policy reforms, and the development of new types of investment agreements.

Nations in all regions of the world today share a common international sales law, the United Nations Convention on Contracts for the International Sale of Goods (CISG). The Convention was prepared by the United Nations Commission on International Trade Law (UNCITRAL) and adopted by a diplomatic conference on 11 April 1980. Since then, the number of countries that have adopted the CISG account for over two-thirds of all world trade. The area of international sales law continues to grow as technology and development take us to a global economy. As such, the study of the CISG has become an integral component of this ever-growing area of international commercial law. "The Pace International Law Review edits the "Review of the Convention on Contracts for the International Sale of Goods (CISG), a book published by Kluwer Law International. The Review of the CISG is published once yearly and features articles written by prominent legal scholars in the field of international sale of goods from around the world. In addition to scholarly writings analyzing the various articles of the CISG, the book seeks to compile translations of recent decisions as well as commentaries of notable cases relating to the CISG. The Review of the CISG provides both a forum for legal discussion within the international legal community in the area of international sales law and as an authoritative source of reference for international scholars.

This book on the legal aspects of aerospace activities from government procurement to insurance, financing, communications, space transportation, intellectual property, trade, antitrust and technology transfer is comprehensive yet self-contained and practical. The rational distribution of materials among 11 chapters makes topics of specific interest easy to find. This guide is essential reading for executives of aerospace companies and their contractors as well as government agencies, lawyers and other professionals.

The specific materials contained in the book are introduced by a general description of the entities involved in aerospace activities and the main laws and regulations. Contracts relating to space activities are described and discussed in the second chapter which is complemented by a description of government and international agency procurement in the following chapter. The insurance needs of commercial space are discussed in chapter four. Satellite communications, a major component of commercial space, are dealt with in chapter five. The next chapter describes financing techniques for space ventures which, by their very nature, require enormous amounts of capital and are notoriously risky. Chapter seven and eight deal with launch services and space transportation both in terms of business aspects and regulatory issues. The trade issues involved in launch and other space activities are dealt with in chapter nine. Intellectual property is discussed in chapter ten. The last chapter deals with technology transfer and spinoffs. The topic is discussed in detail since it has enormous practical importance in the defense reduction environment of the nineties.

Involved with the development of the English Arbitration Act at various stages, the authors of this work have provided a publication of the Act with a detailed, non-English language commentary. Enacted in June 1996, the 1996 English Arbitration Act only came into force on 31 January 1997. Unlike other materials published or prepared before the Act's effective date, this book is current to January 1998 and takes account of the significant, last-minute decision to remove the distinction between international and domestic arbitration in English law. The authors present the material in English, French, German, and Spanish, with each version consistently arranged for easy access. Arbitration experts from the relevant countries prepared the translations under the guidance of experts in the field. The authors have conveniently set out the commentary in footnotes on a section-by-section basis. Through this work the reader should gain an opportunity to study this important and complex legislation in his or her own language with expert guidance.

Contract Modifications in EU Procurement Law provides readers with a comprehensive overview of the process of contract modification under European Union (EU) procurement law. The book examines the origin of the regulations pertaining to modifications, the legal grounds for modification and limitations under current rules. In addition, the book outlines the legal effects of carrying out a modification breach under EU law. Key features include: analysis of the criteria which must be met under the EU Public Procurement Directive (2014/24/EU) to ensure a modification is compliant with EU law fresh examination of the EU Court of Justice's decisions in cases relating to contract modifications and Directive 2014/24/EU more widely consideration of contract modifications both from practical and theoretical perspectives. This authoritative book will be a valuable resource for professionals in both the public and private sectors when establishing whether a given modification can be made in practice. It will also serve as an excellent source of knowledge about the modification of a contract in the EU for academics in the areas of commercial and EU law.

The vast expansion of international trade has greatly increased the incidence of cross-border ownership of assets, both tangible and intangible. It is not uncommon, for instance, for a business to own both physical plant and intellectual property in two or more jurisdictions. Under these circumstances, it is vital for business persons and their counsel to have some knowledge of a variety of relevant domestic legal regimes, particularly in regard to available remedies. This text provides the essential details of such knowledge for 14 important commercial jurisdictions: Argentina, Belgium, Bermuda, Canada, Germany, India, Japan, Portugal, Spain, Sweden, Switzerland, Turkey, England and Wales (United Kingdom), and the US. Each country survey is presented by an experienced business law practitioner in his or her particular jurisdiction. Each chapter's coverage includes discussion of remedies under such security interests as: real estate; fixtures; movables; patents; trademarks; and industrial models and designs. Each author also explains important procedural aspects of many typical phases of ownership, including registration, transfer, sale of an ongoing concern or stock in trade, taxation, trusteeship, and injunction orders. Remedies under private international law are also considered.

This book explores the allocation of risk and liability of dangerous goods between the seller and the buyer under CIF (Cost, Insurance and Freight) and FOB (Free on Board) contracts, providing an in-depth study of the issue of carriage of dangerous goods in the context of international trade law. In addition to offering specific solutions to issues arising in the context of the contract of sale, the book provides a non-contractual angle, putting forward suggestions under non-contractual mechanisms. Importantly, the book incorporates case law examples from the Commonwealth and the US. Dangerous goods that are carried by sea can cause potential risks of losses and damages to the vessel, other cargoes and lives on board. The allocation of liability arising out of the carriage of dangerous goods has recently attracted unwelcome attention because of mis-declared cargoes leading to fires on board ships. Thus the book fills a gap in the literature by addressing the issue in detail with examples from multiple jurisdictions, and proposing solutions. In particular, the book analyses whether and to what extent the law of international sale of goods can provide any assistance in the re-allocation of liability between the buyer and the seller. This book will be of great interest to all those involved in the research as well as legal practice of international trade law and the law of carriage of goods by sea.

Twenty years of experience have inevitably brought to light challenges and tensions in the enforcement of the European merger control system. Some of these challenges have been faced, some have been solved and some remain latent. This very valuable study starts from the proposition that the EU has never fully acknowledged those fundamental challenges which relate to the rationale behind merger control in Europe. The author shows how the Commission's focus on adapting the rules of merger control to the economic realities of the future business environment, although designed with a view to facilitating European integration, has compromised attainment of legal certainty, transparency and welfare enhancement. In its detailed evaluation of the 'future market structure prediction process' embedded in European merger control policy, this book approaches two rock-bottom, far-reaching questions: * In what ways does merger control promote consumer and societal welfare? * Is the Commission able to correctly predict the outcome of any given concentration transaction? These considerations take the reader through a deep and searching analysis that calls into question the very credibility and transparency of the system, leading to alternatives which promise a new clarity of purpose and procedure. The author describes how these recommendations can be integrated into the functioning framework of the European project. Taken fully into account along the way is a wide spectrum of relevant source material, including the following: * applicable articles and chapters of the founding and subsequent European Treaties; * secondary European legislation concerning competition and merger activity; * domestic competition laws; * guidelines, notices and action plans; * competition law reviews, statements of intentions; * draft legislative attempts; * speeches on the enactment and purpose of merger control; * Member States' views concerning European merger control as expressed during Council negotiations; * officially available concentration-related statistics; and * a wide-ranging literature review covering both the legal and economic sides of merger control. Throughout, the author substantiates theoretical assertions with case law examples, clearly exposing doctrines arising from such cases as Continental Can, Phillip Morris/Rothmans and the Airtours, Schneider and Tetra Laval trilogy. A unique feature of the analysis draws on the author's personal experience while working for a Brussels competition law firm. This book is a remarkable compound of academic guide to the roots and rationales of the European Merger Control System, practical guide to the day-to-day intricacies of merger control enforcement, and 'raw' guide for decision makers and merger control law enforcers. It will be of immense value in all three contexts.

On the occasion of its tenth anniversary, the EFTA Court held a conference at which speakers were asked to reflect on the case law of the Court and its role in the European Economic Area (EEA). In the course of its work, the Court has acted as a driving force of integration under the EEA Agreement, by establishing general principles such as state liability and giving landmark judgments in several areas of European law. The essays in this volume, by leading experts and high-ranking representatives of national and European courts, cover areas such as the relationship between the principle of free movement and national or collective preferences on the EU/EEA and WTO levels, the relationship between the European courts and the Member States in European integration, homogeneity as a general principle of European integration, and the importance of judicial dialogue. In this regard, the sentence from President Skouris of the Court of Justice of the European Communities, who called the dialogue between the EFTA Court and the EC Court 'a shining example of judicial cooperation', could also serve as a motto for the present book.

This book is available digitally as an Open Access resource at www.boomdenhaag.nl. Click here to access the content. In recent years there has been significant growth in international business courts in Europe and across the world. They have been established as expert dispute resolution forums offering procedures in English for international commercial parties. Governments have promoted their development as an integral aspect of broader public policy agendas with the aim to enhance the rule of law and the attractiveness of their jurisdictions as legal and economic hubs. While these courts can be lauded for facilitating international commercial dispute resolution and boosting justice innovation, the development of competition in the international litigation market is a remarkable trend that merits discussion. International Business Courts provides a comprehensive critical evaluation of the institutional design and procedural rules of established and emerging international business courts. It focuses on major European and global centres. It assesses to what extent these courts, the competition between them and their inter relationship with arbitration, contribute to justice innovation. It considers their impact on access to justice and the global litigation market, as well as their effect on the rule of law. This book is of interest to legal practitioners, academics and policy makers in the area of civil justice and international business litigation.