'Scottish Business Law' is designed to help you to relate all the reading and study throughout your course specifically to exam and assignment situations. Understand quickly what is required, organise your revision, and learn the key points with ease, to get the grades you need.

The ideal companion for anyone studying company law, Smith & Keenan's Company Law provides you with: Straightforward, accessible coverage of the key legal principles you'll need to understand for your module written by experienced lecturers in the field; A range of features to support your learning and help you study independently, including detailed case summaries and discussion of academic opinion in the area; Extensive further reading suggestions to a wide range of academic articles to encourage deeper understanding and analysis. This eighteenth edition also includes: A new chapter on partnerships and limited liability partnerships (LLPs) An extended chapter on the corporate veil, including Petrodel Resources Ltd v Prest [2013] and academic discussion of lifting and piercing the veil of incorporation Discussion of key developments brought about by the Small Business, Enterprise and Employment Act (SBEEA) 2015, including maintenance of a register of people with significant control (PSC); greater restrictions on corporate directors; and the submission of statements of confirmation An updated chapter on the statutory derivative action exploring the evolving case law such as Wilton UK Ltd v Shuttleworth [2018].

This text reviews and analyzes how all parties to the construction process, from specialist sub-contractors and main contractors, to developers and funders and their respective lawyers, have adapted to the changes in the construction industry. There is advice on claims practice and tactics, how to minimize the finacial risks of pursuing a claim and what the courts or arbitrators expect both parties to have done to resolve the dispute.

The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) is perhaps the most widely-used standard in the area of international sales law. Yet commercial lawyers often struggle to understand its uniformity across different legal systems, and as a result often fail to apply the Convention to its full potential. Here at last is a clear, focused exposition of CISG cases and scholarship, highlighting what has been done and what can be done with this remarkable and versatile legal instrument. With in-depth analysis of CISG case law and scholarship reflecting a variety of legal systems - as well as detailed commentary on the text of the Convention itself - the author demonstrates the considerable value of the global use of CISG precedents. Among the many factors she analyses are the following: the idea of the "jurisconsultorium" as the heart of a new discipline of uniform law; interpretational challenges; parallels of precedents between the UCC and the CISG; availability and weighting of precedent sources; congruency issues in the scholarly jurisconsultorium; multilingual issues; undue influence of domestic law; and, legal classification of various types of "goods." The book concludes with a careful study of CISG case law in the significant areas of examination and notification, provisions of crucial importance in disputes involving allegation of defective goods. All commercial lawyers, judges, and arbitrators, regardless of their legal training and the legal system of their origin, are bound to benefit from the wider base of judgements to which the idea of the jurisconsultorium leads. Judges and arbitrators in particular will find in this book greatly enhanced guidance enabling them to make and support difficult decisions.

The risk-based approach to capital markets regulation is in crisis. Climate change, shifting demographics, geopolitical conflicts and other environmental discontinuities threaten established business models and shorten the life spans of listed companies. The current rules for periodic disclosure in the EU fail to inform market participants adequately. Unlike risks, uncertainties are unquantifiable or may only be quantified at great cost, causing them to be insufficiently reflected in periodic reports. This is unfortunate, given the pivotal role capital markets must play in the economy's adaptation to environmental discontinuities. It is only with a reformed framework for periodic disclosure, that gradual and orderly adaptation to these discontinuities appears feasible. To ensure orderly market adaptation, a new reporting format is required: scenario analysis should be integrated into the European framework for periodic disclosure.

In this thorough and enlightening book, the authors examine the role of law in developing the large financial markets necessary for national economic success. They discuss the basic foundational law of contracts, property and tort, corporate law, and securities law, providing both a broad theoretical and empirical case for its value in financial markets. The book begins with an historical analysis of the law's development, reviewing the legal governance of corporate finance with an emphasis on the development of US securities law in the twentieth century. Also provided is an extensive empirical analysis of the law's effect. A unique benefit of the book is its integration of all the relevant aspects, rather than examining them in isolation. Chapters cover the role of law in corporate finance, behavioral and empirical analyses, as well as current controversies in law and corporate finance. Ultimately, the book is a defense of the economic value of the law in the United States and throughout the world. Students and scholars of business and law will find much of interest in the authors' comprehensive study of the rule of law in today's financial markets.

This book looks at the question of extending the reach of the Brussels Ia Regulation. The Regulation, the centerpiece of the EU framework on civil procedure, is widely recognised as one of the most successful legal instruments on judicial cooperation and its extension has long been anticipated. This examination looks at its extending to apply to defendants not domiciled in a Member State. It asks whether that extension can be justified when compared to the domestic rules of each Member State. It critically assesses the question, based on the findings of national reports. It then looks at the question from the EU perspective, the perspective of signatories to the Lugano Convention (for eg EFTA) and the wider global perspective. Private international lawyers will be keen to read the findings and conclusions, which will also be of interest to practitioners and policy makers.

This book moves from the circumstance whereby currently the obligation to provide fair and equitable treatment (FET) to foreign investments is included in the majority of international investment agreements and has proved to be the most invoked standard in investor-State arbitration. Hence, it is no overstatement to describe this standard as the basic norm of international investment law. Yet both its meaning and normative basis continue to be shrouded in ambiguity and, as a consequence, to inspire a considerable number of interpretations by legal writers. The book's precise aim is to unravel such ambiguity, arguing from the idea that FET has become part of the fabric of general international law, but has done so by means of a source somewhat neglected in legal doctrine. This being the category of general principles peculiar to a certain field of international law, i.e. those principles having their own foundations in the international legal order itself, but which, through the mediation of the judge, end up being shaped according to the features typical of a specific normative field. The book, as well as having a solid theoretical backdrop as its basis, offers a careful and critical analysis of pertinent case law, and will prove useful to both scholars and practitioners. Fulvio Maria Palombino is Professor of International Law at the Law Department of the University of Naples Federico II and a member of the Executive Board of the European Society of International Law. Specific to this book: * Explains the ICSID practice clearly and concisely * Useful in practical terms Excerpts from a review: 'Fair and Equitable Treatment and the Fabric of General Principles' is an original and well researched book, in which the author challenges a number of conventional wisdoms on FET.Among the strengths of the book one can mention the solid discussion of public international law principles relevant to FET and the interesting incursions into domestic law legal systems which play an important role in the understanding of FET components such as due process, legitimate expectations or proportionality. In particular the section on promises provides a convincing analysis of the issues that arise when the administration makes an assurance or representation to an investor. Against the backdrop of the examination of unilateral acts under public international law, Palombino's analysis sheds new light on what ought to be the proper scope of protection under the legitimate expectations doctrine in case of governmental promises, clarifying a number of points which have received insufficient attention by arbitral tribunals thus far. - Michele Potesta, Attorney with Levy Kaufmann-Kohler, Geneva; Senior Researcher, Geneva Center for International Dispute Settlement (CIDS) book review in International and Comparative Law Quarterly, (2018) 67(4), 1036-1037. For the full review, see: https://doi.org/10.1017/S0020589318000246

When a dispute arises between a European or American firm and a Chinese business partner, this matchless source of expert guidance is exactly what a practitioner needs. It provides a lucid understanding of what kinds of disputes are likely to arise, why they arise, and exactly how to proceed with confidence toward a satisfactory resolution in post-WTO China. "Resolving Business Disputes in China" explores and discusses such issues and topics as the following: pertinent legislation and the commentary it has elicited; relevant jurisdictional rules covering arbitration, mediation, and other alternative dispute resolution (ADR) methods; drafting arbitration agreements; arbitration/mediation procedure; labour/employment arbitration; intellectual property infringement protection measures; anti-dumping measures, anti-subsidy and countervailing measures, and safeguard measures; structure of the court system; and judicial procedural standards and evidentiary rules. The book summarises cases that tend to establish points of law, linking them to corresponding legislation and presenting them according to the matter of the dispute (contractual, intellectual property, technology transfer, employment, and so on). Arbitration fee schedules and a list of arbitrators are also included. Western practitioners who deal with China, whatever the size of the enterprise they represent, need look no further than this incomparable book for the expert guidance they require. This title forms part of the "Asia Business Law Series". "The Asia Business Law Series" is published in cooperation with CCH Asia and provides updated and reliable practical guidelines, legislation and case law, in order to help practitioners, policy makers and scholars understand how business is conducted in the rapidly growing Asian market.

For the benefits offered by outsourcing and offshoring, organisations outsourcing to India must however recognise that there are real risks involved, and allocating such risk through a well constructed contract is a crucial step in minimizing such risk. As is the case with respect to any material agreement, the structure of an outsourcing agreement is important because it embodies the rights, remedies, duties and obligations of the parties and provides a blueprint for the parties' relationship.

When contracts transcend national boundaries, the national legal regime of any single country becomes inadequate. When the parties to the contract are located in different countries, at least two systems of law impinge upon the transaction and the rules of International Law come into play. Clauses however addressing certain issues can only be governed by Indian Law.

Specific legal factors around Data Processing, Intellectual Property and staffing implications (TUPE) must also be given careful consideration.

This book presents an evaluation of recent legislative initiatives against unsolicited commercial e-mail (spam) in the European Union. The authors provide an analysis of the meaning and interpretation of the relevant new regulatory regime in the EU. They address international aspects of the fight against spam (intra-European activities and supranational policies), the dilemmas of dealing with spam and the importance of effective enforcement mechanisms. Their conclusions and recommendations provide directions, both in terms of further research as well as in terms of practical policy measures. This book is therefore highly recommended for academics as well as policy-makers and practitioners in the field of IT and law. Lodewijk F. Asscher is a researcher at the Institute for Information Law, University of Amsterdam and a local authority councillor for the City of Amsterdam. He prepared the present book in co-operation with Sjo Anne Hoogcarspel, Attorney at Law with Freshfields Bruckhaus Deringer, Amsterdam, The Netherlands. This is Volume 10 in the Information Technology and Law (IT&Law) Series

This book consists of a careful analysis of the comparative advertising directive, giving background both to the regulation of comparative advertising in the United Kingdom and Germany and to the passing of the directive. It will bring to a UK reader the latest in thinking on comparative advertising from Germany, where the directive has been the subject of very extensive recent debate. The book also has four appendices in which UK, German and European material is given (all in English). The directive applies to any advertisement (or indeed any representation of any kind made to promote goods or services) that explicitly or implicitly identifies a competitor. It therefore has the potential to regulate such claims as "the best bookseller in Oxford" and could have a dramatic effect on UK advertising practice. It is an important first step in the Commission's programme of unfair competition harmonisation.

Jurisdiction and Arbitration Agreements in Contracts for the Carriage of Goods by Sea focuses on party autonomy and its limitations in relation to jurisdiction and arbitration clauses included in contracts for the carriage of goods by sea in case of any cargo dispute. The author takes the perspective of the shipping companies and the shipowners, as these are the driving forces of the shipping industry due to their strategic importance. The book provides an analysis of the existing law on the recognition and validity of jurisdiction and arbitration clauses in the contracts for the carriage of goods by sea. The author also seeks to provide conclusions and to learn lessons for the future of the non-recognition and the non-enforcement of the clauses in the existing fragmented legal framework at an international, European Union, and national level (England & Wales and Spain). The interface between the different legal regimes reveals the lack of international harmonisation and the existence of 'forum shopping' when a cargo interest sues the shipowner or the party to whom the shipowner charters the vessel. This concise book provides a useful overview of existing research, for students, scholars and shipping lawyers

Corporate rescue laws have long been recognized as a necessary alternative to liquidation. However, it is only in recent years that governments and virtually all major international economic interest groups have realised the important role that corporate rescue can play - not only in supporting businesses that are viable but experiencing temporary difficulties, but also in forestalling financial difficulties by requiring effective corporate governance processes, in resolving systemic financial crises, and in bolstering the economy. It is primarily to corporate rescue procedures and reforms adopted at the domestic level that this book is devoted. Individual chapters - each written by an expert or team of experts from the country under scrutiny - consider recent developments and prospects for the future in China, Cyprus, England and Wales, France, Germany, Greece, Hong Kong, Hungary, Italy, New Zealand, Poland, South Africa, Spain, and the United States. These countries were chosen because they reflect different stages of development in corporate rescue laws. Some have mature systems in their second or third stages of revision; some have relatively antiquated systems that have been inherited from, or modelled on, the laws of another jurisdiction; and some are transitional economies where the concept of corporate rescue is comparatively new. A final chapter covers important issues stemming from conflict of laws and supranational models and guidelines. It emerges clearly from these reform processes that, while no single optimal set of corporate rescue laws can be devised, there is a clearly discemible global movement under way toward reform in the service of preserving economic value at the company level. In the meantime, however, it is also clear that insolvency practitioners and the courts will need to take the initiative in applying and testing new laws to ensure their ultimate effectiveness. For this reason - in addition to the book's great practical and legal academic value - "Corporate Rescue" is sure to be widely read and used as a basic text for many years to come.

Winner of the 2016-2018 KG Idman Prize. This monograph seeks the optimal way to promote compatibility between systems of proprietary security rights in Europe, focusing on security rights over tangible movables and receivables. Based on comparative research, it proposes how best to tackle cross-border problems impeding trade and finance, notably uncertainty of enforceability and unexpected loss of security rights. It offers an extensive analysis of the academic literature of more recent years that has appeared in English, German, the Scandinavian languages and Finnish. The author organises the concrete means of promoting compatibility into a centralised substantive approach, a centralised conflicts-approach, a local conflicts-approach and a local substantive approach. The centralised approaches develop EU law, and the local approaches Member State laws. The substantive approaches unify or harmonise substantive law, while the conflicts approaches rely on private international law. The author proposes determining the optimal way to promote compatibility by objective-based division of labour between the four approaches. The objectives developed for that purpose are derived from the economic functions of security rights, the conditions for legal evolution and a transnational conception of justice. This book is an important contribution to the future of secured transactions law in Europe and more widely. It will be of interest to academics, policymakers and legal practitioners involved in this field.

Are U.S. advertising laws ruining competition? Are they helping or hurting consumers? These questions are answered in the first book ever published to present a comprehensive public policy analysis of advertising law. Using insights from communications theory and economic analysis, Professor Petty analyzes all of the recent reported cases under the principal advertising laws. He examines their tendency to discourage beneficial advertising such as explicit comparisons, and analyzes their potential for protecting consumers from significant injury caused by deceptive advertising.

The book begins with an innovative analysis of the Constitutional protection afforded advertising under the First Amendment. Petty proposes a simple test for determining whether particular advertising is fully or partially protected by the First Amendment. This novel analysis continues with an overview of advertising law from an evolutionary perspective and social science perspectives on how advertising works. The bulk of the book examines cases under the Lanham and Federal Trade Commission acts, as well as advertising as regulated by the antitrust laws and the U.S. International Trade Commission.

The Law Express series is designed to help you revise effectively. This book is your guide to understanding essential concepts, remembering and applying key legislation and making your answers stand out!

Addressing the link between commercial arbitration and other fields of law, this study examines this interaction through the applicable laws and provisions in England, France, Germany, the Netherlands and the United States. As a component in the identification and scrutiny of the relationship between insolvency proceedings and commercial arbitration, the nature and character of both types of proceedings are assessed, and the applicable terminology is explained. The questions probed include whether the commencement of insolvency proceedings may influence other legal proceedings; what importance the provisions of insolvency may have for commercial arbitration, as seen from the point of view of national courts exercising their support and supervisory roles in arbitration; and to what extent the solutions in the legal systems covered converge or differ, and why. The author examines a wide range of specific aspects in the contexts of both domestic and international arbitration, including arbitration-agreement validity, arbitrability, public policy, the presentation of parties, and due process. Throughout the work, introductions and conclusions serve as overviews of particular components of the study, and set out the observations drawn. An overall summary and conclusion section crystallizes the points made.

How does the 'on-line' world relate to the 'off-line' world? Is it different, separate, or even unique compared to the off-line world, or just a part thereof? And when do we need to regulate it, and how? These have become important, but complex questions for legislators, policy-makers, regulators, and politicians who design regulatory frameworks to address fast-moving technologies that change society in intricate ways. Over the course of time, governments and international organizations have developed regulatory 'starting points', in order to consistently and effectively deal with ICT and Internet regulation. These offer policy one-liners such as 'what holds off-line, must hold on-line' and 'regulation should be technology-neutral'. This book questions these regulatory starting points in detail and systematically explores their application, meaning and value for international e-regulation. It digs deeper than existing literature in trying to find out in which cases the starting points merit attention, and how we should really use them. This volume is the product of close collaboration and debate between scholars working at the Tilburg Institute for Law, Technology, and Society (TILT), to which international colleagues have added valuable reactions and reflections. The contributions in this volume have been written by TILT researchers Simone van der Hof, Bert-Jaap Koops, Miriam Lips, Sjaak Nouwt, Corien Prins, Maurice Schellekens. and Kees Stuurman, and by guest authors Dan Burk (University of Minnesota), Herbert Burkert (University of St. Gallen), and Yves Poullet (Facultes universitaires Notre-Dame de la Paix, Namur). This is Volume 9 in the Information Technology and Law (IT&Law) Series

Written with the busy practitioner in mind, this concise and insightful book sets out the principles that guide the courts in interpreting contracts. Each principle is covered in its own dedicated chapter, supported by case law which illustrates how the principle works in practice and in its wider context. In addition to interpretation of contracts, the book also considers the implication of terms, rectification, and estoppel by convention. This new edition considers the implications of key decisions of the Supreme Court in Arnold v Britton and Marks & Spencer v BNP Paribas, and BNY Mellon v LBG Capital. Other writing, including from judges writing extra-judicially, is also analysed. This book provides an invaluable reference for lawyers drafting, interpreting and litigating on contracts.

In recent years there have been many changes in business p ractices, technology, legislation, and international trade, particularly within Europe. These changes have had an im pact on both the legal principles and the practices of the business community. Consequently these changes have been reflected in the syllabuses of the major professional bodi es and degree courses. This book examines these legal dev elopments and offers an accessible and comprehensive text for both professional students and undergraduates studying business law.

This book explains how a creditor of an insolvent debtor can take priority over other creditors by claiming a proprietary interest in assets held by the debtor, and concentrates on the circumstances in which proprietary interests are created by operation of law or are implied from the arrangements between the parties. This is a subject of particular importance and difficulty in common law systems because of the changeable nature of equitable proprietary interests, and this book provides a clear and structured explanation of the current state of the law, with detailed reference to case law from England and Wales as well as Commonwealth jurisprudence, and suggests how it might be clarified and simplified by returning to first principles. The new edition considers a number of important developments which pertain to proprietary rights and insolvency. It evaluates the key decision of the Supreme Court in FHR European Ventures v Cedar Capital Partners. Although this has settled the question of whether constructive trusts extend to bribes, it has raised more general issues regarding the approach of the courts to the imposition of proprietary remedies, which the book explores. It also covers recent Privy Council and Court of Appeal decisions concerning constructive notice (Credit Agricole v Papadimitrou, Central Bank of Ecuador v Conticorp, and SFO v Lexi), as well as interesting issues concerning the new status of intangibles (Armstrong v Winnington) and the status of the anti-deprivation rule (Belmont Park v BNY). Proprietary Rights and Insolvency is a lucid and practical reference source on insolvency and property law.