The law of secured transactions has seen dramatic changes in the last decade. International organisations, particularly the United Nations Commission on International Trade Law (UNCITRAL), have been working towards the creation of international legal standards aimed at the modernisation and harmonisation of secured financing laws (eg, the United Nations Convention on the Assignment of Receivables in International Trade, the UNCITRAL Legislative Guide on Secured Transactions and its Intellectual Property Supplement, the UNCITRAL Guide on the Implementation of a Security Rights Registry and the UNCITRAL Model Law on Secured Transactions). The overall theme of this book is international (or cross-border) secured transactions law. It assembles contributions from some of the most authoritative academic voices on secured financing law. This publication will be of interest to those involved in secured transactions around the world, including policy-makers, practitioners, judges, arbitrators and academics.

This edition of the Comparative Law Yearbook of International Business provides ageneral examination of issues vital to the world's economic recovery. In the field ofcompany law, practitioners examine changes in Russia's corporate law and the newUkrainian law governing joint-stock companies. In the area of competition law, lawyersreview Serbia's and Bulgaria's new laws on the protection of competition and theprivate enforcement of Articles 101 and 102 in Europe's national courts.Dispute resolution occupies two chapters, one dealing with best practices for draftingarbitration clauses and the other set aside, recognition, and enforcement of privatecommercial arbitration awards. A further two chapters treat employment and labormatters relating to distribution and commercial representation, indemnity upontermination, and processing personal data in the employment context in Hungary. Inthe area of financial services, practitioners from five jurisdictions deal with fiduciaryduty, the European Commission's proposed Directive on Alternative InvestmentFund Managers, Swiss disclosure rules on significant shareholdings, restructuringand refinancing routes for mortgage-secured debt in Spain, and insurance laws andregulations in Nigeria. Foreign investment is examined by two authors, reporting on2008 and 2009 developments in investment treaty disputes and foreign investmentin Indonesia. Intellectual property issues are reviewed in chapters relating to the useof intellectual property as collateral in secured financing and intellectual propertylicensing in Canada. Finally, lawyers treaty a variety of other issues, including the taxlaw of Liechtenstein, European Union-Israel trade in the automobile sector, insolvencyrisk and creditors' rights in Peru, the modernizing of trust law in Hong Kong andbridging cultural differences in international transactions.

This groundbreaking book provides the first comprehensive account of the "juridiction consulaire," ""or Merchant Court, of eighteenth-century Paris. Drawing on extensive archival research, Amalia D. Kessler reconstructs the workings of the court and the commercial law that it applied and uses these to shed new light on questions about the relationship between commerce and modernity that are of deep and abiding interest to lawyers, historians, and social scientists alike. Kessler shows how the merchants who were associated with the court--and not just elite thinkers and royal reformers--played a key role in reconceptualizing commerce as the credit-fueled private exchange necessary to sustain the social order. Deploying this modern conception of commerce in a variety of contexts, ranging from litigation over negotiable instruments to corporatist battles for status and jurisdiction, these merchants contributed (largely inadvertently and to their ultimate regret) to the demise of corporatism as both conceptual framework and institutional practice. In so doing, they helped bring about the social and political revolution of 1789. Highly readable and engaging, "A Revolution in Commerce" provides important new insights into the rise of commercial modernity by demonstrating the remarkable role played by the law in ideological and institutional transformation.

Electronic commerce is big business, and it is getting bigger: it now accounts for 7.5 percent of all retail sales in the US, and continues to expand at double-digit annual rates. The steady growth of Internet commerce over the past twenty years has given rise to a host of new legal issues in a broad range of fields. This authoritative Research Handbook comprises chapters by leading scholars which will provide a solid foundation for newcomers to the subject and also offer exciting new insights that will further the understanding of e-commerce experts. Key topics covered include: contracting, payments, intellectual property, extraterritorial enforcement, alternative dispute resolution, social media, consumer protection, network neutrality, online gambling, domain name governance and privacy. With the rise of Internet commerce, this book will be an invaluable resource for business lawyers as well as legal scholars with an interest in any phase of e-commerce law. Contributors include: A. Bridy, N.R. Cahn, I. Calbol, M.W. Carroll, C.M. Hayes, S.J. Hughes, A. Katz, J.P. Kesan, N.S. Kim, C.L. Kunz, A.R. Levinson, D. Lindsay, C. Markou, S.T. Middlebrook, J. Moringiello, E.A. Morse, J.P. Nehf, C. Riefa, S.E. Rolland, J.A. Rothchild, A.J. Schmitz, D.J. Shakow, S.B. Spencer, H. Travis, M. Trimble, A. Vranaki, S. Walsh, J. Winn

This book will be of interest to all those concerned with the EU, whether from the perspective of political science, law or economics. Under the shadow of the financial crisis, studies with a broad research perspective and contributors from diverse backgrounds are important.' - Paul Craig, St John s College, Oxford'The European Union is re-emerging from the most serious economic crisis in its history. The agenda of the European Commission was highly influenced by the decisions to handle the debt, euro, banking and financial crises. The Union and its single currency have become much stronger. Economic law and governance in the Union are now rather different. By reading this book you will see where and how.' - Siim Kallas, Former Vice President of the European Commission 2004-2014 How has the EU's economic crisis affected the development of economic law in the Union? This book contributes to the debate by examining EU economic law from a contextual and policy-oriented perspective. The expert authors explore areas such as the EMU and the internal market, and emphasize the important fields of public procurement, taxation, and intellectual property rights. The investigation proceeds along themes such as harmonization, institutional interplay, non-economic values, and international actions. The authors conclude that, during the crisis, the attention of the Barroso Commission focused quite narrowly on the most urgent problems, failing to consider longer-term issues to spark off bold policy endeavours, and break inter-institutional blockages. This book is targeted at scholars, policy-makers and other practitioners, as well as students, interested in EU economic law, integration, and the economic crisis. Contributors: J. Faull, C. Geiger, F. Hoffmeister, M.S. Jansson, H. Kalimo, T. Lahti, I. Lejeune, M. Meulenbelt, K. Olkkonen, J. Salminen, A. Strub, J. Strupczewski, J. Vaario

Indonesia is the world's largest archipelagic state, with more than 18,000 islands and over 7.9 million square kilometres of sea. The marine frontier presents the nation with both economic opportunities and political and strategic challenges. Indonesia has been affected more than most countries in the world by a slow revolution in the management of its waters. Whereas Indonesia's seas were once conceived administratively as little more than the empty space between islands, successive governments have become aware that this view is outmoded. The effective transfer to the seas of regulatory regimes that took shape on land, such as territoriality, has been an enduring challenge to Indonesian governments. This book addresses issues related to maritime boundaries and security, marine safety, inter-island shipping, the development of the archipelagic concept in international law, marine conservation, illegal fishing, and the place of the sea in national and regional identity.

When courts 'pierce the corporate veil', they disregard the separateness of the corporation and hold a shareholder responsible for the corporation's action as if it were the shareholder's own. Although as a general rule the courts are reluctant to allow corporate veil piercing, creditors of an insolvent corporation frequently attempt to hold the shareholders liable when they cannot obtain satisfaction from their debtor. In the United States, in fact, piercing claims constitute the single most litigated area in corporate law.This study clears up some of the mists hanging around the concept of corporate veil piercing. What exactly is corporate veil piercing and in which situations does it occur? What are the legal rules involved? Following a short overview of the applicable law in the six legal systems that are the subject of this study-those of Belgium, the Netherlands, France, Germany, the United Kingdom, and the United States-the author proceeds with a more profound analysis from a functional comparative perspective, starting from particular situations that typically call for shareholder liability for the debts of subsidiary companies.Among the grounds for veil piercing claims the author discusses the following, along with the substantive and procedural law and important cases associated with each in the six jurisdictions covered: undercapitalization; asset stripping; undue continuing of loss-making activities; and dentification or the consideration of the corporate group as an economic unit. In the course of the presentation, a thorough analysis of legal scholarship in the area leads to numerous applications of the various theories and doctrines that can be brought to bear on veil piercing cases. In addition, an in-depth discussion of the international dimension of corporate veil piercing focuses on the question of which laws should govern the liability of a parent corporation for the debts of its subsidiary. Throughout, the author's clear insight into the substantive law of veil piercing sheds light on traditional misconceptions in the conflict of laws on the issue.She also details initiatives undertaken by various international bodies, including the United Nations, the Organization for Economic Cooperation and Development, the European Union, the International Court of Justice, and the International Labour Organization.Dr Vandekerckhove's study is the most comprehensive, far-reaching, and up-to-date study of this important growing area of corporate law practice. As such it will prove of great value to practitioners, judges, and academics in the field, and will prove its worth anywhere in the world where the presence of multinational corporations is felt.

This book presents a comprehensive survey of Chinese legal and regulatory systems governing international trade, following China's accession to the World Trade Organisation (WTO) in November 2001, and the coming into force of the revised PRC Foreign Trade Law in July 2004. It provides a systematic and in-depth analysis on the text of applicable Chinese laws and rules, with a particular focus on their practical application. It also critically explores whether international trade regulation in China complies with the WTO Agreement both in the text and in spirit and identifies areas where improvements by Chinese trade regulators would be desirable. This book starts with an analysis of basic issues of international trade regulation in China. Part II, covers foreign trading rights, trade restrictions and prohibitions, licensing and quotas, customs regulation, health, safety and technical standards, and trade in technology. The focus is on possible abuses of trade regulations designed to be neutral but which have the effect of discriminating against goods of foreign origin. law, in the form of anti-dumping law, anti-subsidy law, safeguarding measures and trade retaliation. Part IV explores new regulatory issues, including trade promotion, trade and competition, trade and IP rights protection, and resolution of trade disputes. This book combines academic research with detailed information and practical advice on the laws and policies of international trade regulation in China. It should attract not only legal researchers, but also practitioners who have an interest in international trade with China and the relevant legal and regulatory issues.

This book provides the first comprehensive analysis of the Panama Convention, its implementation legislation in the United States, and United States court decisions construing its provisions. By comparing the Panama and New York Conventions, it identifies important differences, such as the Panama Convention's mandatory application of the Rules of Procedure of the IACAC to ad hoc arbitrations and differences in the Conventions' provisions concerning the grounds for recognition and enforcement of arbitral awards. By comparing Chapter 3 of the Federal Arbitration Act with the other provisions of the federal act, this book exposes problems in the implementing law as well as ways in which Chapter 3 improves on the federal law implementing the New York Convention. Through a critical review of Convention jurisprudence in the United States, it highlights at last three areas in which the courts need to do a much better job: the Convention's field of application, application of the IACAC Rules, and differentiation between the New York and Panama Conventions.

Against the backdrop of enormous technological strides, this book argues that the air transport industry must be constantly vigilant in its efforts to employ a legal regime that is applicable to the aeronautical and human aspects of the carriage by air of persons and goods. In this regard, safety and security are of the utmost importance, both in terms of safe air navigation and the preservation of human life. Although the International Civil Aviation Organization (ICAO) addresses legal issues through its Legal Committee, many emerging issues that urgently require attention lie outside the Committee's purview. This book analyzes in detail the items being considered by ICAO's Legal Committee, considers the legal nature of ICAO, and discusses whether or not ICAO's scope should be extended. Since the limited issues currently addressed by ICAO do not reflect the rapidly changing realities of air transport, the book also covers a broad range of key issues outside the parameters set by ICAO, such as: the need to teach air law to a new generation of aviation professionals; combating cyber-crime and cyber-terrorism; the regulation of artificial intelligence; traveller identification; interference with air navigation; human trafficking; unruly passengers; climate change; air carrier liability for passenger death or injury; Remotely Piloted Aircraft Systems (drones); and the cabin crew and their legal implications.

The globalisation of markets has pushed static, territorially-bounded legal structures towards a more rapid and efficient adaptation to the globalised and regionalised reality. In addition, substantial modifications in the structure and activities of financial institutions have increased risks and the need for new regulatory responses. Efforts to harmonise commercial law within the global order have resulted in a fragmented and ad hoc process, constructed according to multiple different interests and in order to preserve public policies in the face of transnational challenges. This book is the first to systematically analyse the current state of commercial law from a global perspective. The author seeks to both identify the reasons that are fostering the harmonisation process and to explain the ways in which it is developing. Among the relevant elements examined in this thorough analysis are the following: how emerging countries are absorbing international standards (with a special case study of Brazil); the impact of corporate activities on legal systems; the role of the corporation in promoting the standardisation of laws; issues of social responsibility and corporate accountability; justifications for the regulation of the corporate world; free trade vs. "fair trade"; the impact of treaty reservations and different forms of treaty incorporation into national legal systems; interaction between regional trade agreements and the WTO system; how movements of capital are reflected in international initiatives as well as in regional legislation and regulation; co-operation among national financial authorities; the emerging new lex mercatoria; and, the role of professional associations such as the International Chamber of Commerce (ICC).

At a time when there are still a number of voices calling for the Internet to remain a law-free zone, a whole bundle of conflicts have already emerged, many of which have found their way to lawyers and the courts in a substantial number of different jurisdictions. It surely now cannot be doubted that the Internet, like any other place in the world where people come together and follow their own interests, needs rules to be developed for the handling of such conflicts. Lawyers have already reacted and have created a new area of law, commonly called "law of the Internet" or "cyberlaw". This area, however, is far from being strictly defined. It touches on many existing areas of law, but at the same time it deals with a wholly new medium - cyberspace - which itself is subject to constant change and development. Under these circumstances, it is not surprising that in a number of cases the predictions as to how this law will look at some selected moment in the future are vague and uncertain. This is particularly true for the commercial side of the Internet, for which the term "e-commerce" has been coined. So rapid have been the developments of e-commerce, that it is now frequently said that this is the future of any commerce and that it carries the potential for enormous growth - at least for the business to business ("B2B") sector. This text covers some important legal issues arising in e-commerce.

This collection of essays critically evaluates the legal framework necessary for the use of autonomous ships in international waters. The work is divided into three parts: Part 1 evaluates how far national shipping regulation, and the public international law background that lies behind it, may need modification and updating to accommodate the use of autonomous ships on international voyages. Part 2 deals with private law and insurance issues such as collision and pollution liability, salvage, limitation of liability and allocation of risk between carrier and cargo interests. Part 3 analyses international convention regimes dealing with maritime safety and other matters, arguing for specific changes in the existing conventions such as SOLAS and MARPOL, which would provide the international framework that is necessary for putting autonomous ships into commercial use. The book also takes the view that amendment of international conventions is important in the case of liability issues, arguing that leaving such matters to national law, particularly issues concerning product liability, could not only restrict or hinder the availability of liability insurance but also hamper the development of technology in this field. Written by internationally-known experts in their respective areas, the book offers a holistic approach to the debate on autonomous ships and makes a timely and important contribution to the literature.

"The Comparative Law Yearbook of International Business", in its 2007 edition, treats two major topic areas: litigation and dispute resolution and banking and finance. The litigation and dispute resolution section examines various issues relating to international arbitration, such as the status of non-signatories, the employment of electronic discovery, the use of expert evidence, and costs. It further surveys the recognition of enforcement of foreign judgments in Italy, developments in litigation in Australia, Anton Pilar Orders and Internet defamation, and Italian conflict-of-law rules.The banking and finance section of the Yearbook examines Austrian capital maintenance rules, bank secrecy in Israel, and broker-dealer and investment banking strategies. Miscellaneous articles deal with Mexico's commercial bankruptcy law, Slovakia's new bankruptcy legislation, trade marks and the Madrid Protocol, trade mark registration in Hong Kong, franchising in Italy, data protection, Spanish antitrust legislation, and cartel enforcement in Australia.

ADR is not merely a substitute for court proceedings or arbitration, but a method of dispute settlement in its own right. In ADR proceedings, the parties call upon a third party not for a decision, but for assistance in reaching an agreement. As a result, ADR is not only less expensive and usually quicker than other methods, but it is capable of giving both parties some degree of satisfaction. The purpose of this book is precisely to look at ADR on its own terms as a way of resolving business disputes, particularly at the international level. Drawing upon diverse approaches, ADR experts from a variety of countries explore the situations to which ADR lends itself and the different permutations it offers to allow each dispute to be handled in the manner most fitting to the circumstances. The contributors also show how ADR serves such important considerations as the interests involved, the need to avoid a public display of differences, and the wish to anticipate problems. By throwing new light on the achievements of ADR and the possibilities it offers, this book will help to situate ADR amongst the panoply of dispute resolution methods now available to the international business community. Practitioners faced with drafting a dispute resolution clause in a contract, or dealing with a dispute which has arisen, will find expert guidance here when deciding which method of resolution to adopt, or whether a combination of procedures would be appropriate. Academics will discover a very useful volume which not only deals with many of the issues raised by ADR, in particular its relationship with arbitration, but also provides material for comparative study of how these issues have been approached and treated until now in various regions of the world, cultures and backgrounds.

Letters of credit have retained their role as an instrumentality for the financing of foreign trade. An understanding of the law and practice in point is imperative for lawyers advising business people and bank clients, as well as for the banking and trading communities. The book examines the topic on the basis of the common law system, primarily UK law, and adopts an approach that is analytical and not merely descriptive. Letter of credit transactions are, by their nature, international and most nations have adopted the Uniform Customs and Practices ("UCP") originally promulgated by the International Chamber of Commerce (ICC) in 1933 and updated from time to time. Today, the UCP constitutes a code of internationally accepted rules governing letter of credit transactions. The authors have therefore selectively incorporated some comparative discussion, for instance, of the position in the USA and Europe. The book will be an essential work of reference for commercial lawyers in all the major financial centres of Europe, America and Asia.

In quantity and importance, private standards are rapidly taking over the role of public norms in the international and national regulation of product safety. This book provides a comprehensive overview of the rise, role and status of these private product safety standards in the legal regulation of integrating markets. In international and regional trade law as in European and American constitutional and administrative law, tort law and antitrust law, the book analyses the ways in which legal systems can and do recognise private norms as 'law.' This sociological question of law's recognition of private governance is indissolubly connected with a normative question of democratic theory: can law recognize legal validity and democratic legitimacy outside the constitution, without constitutional political institutions and beyond the nation state? Or: can law 'constitute' private transnational governance? The book offers the first systematic treatment of European, American and international 'standards law' in the English language, and makes a significant contribution to the study of the processes of globalization and privatization in social and legal theory. For the thesis on which this book was based Harm Schepel was awarded the first EUI Alumni Prize for the "best interdisciplinary and/or comparative thesis on European issues" written at the EUI in recent years.

As a result of high levels of income and consumer spending, Poland has been an increasingly interesting destination for trade. It is particularly attractive to foreign investors seeking to establish a presence in the country with strong human resources and an ideal geographic location at the heart of Europe. An ambitious strategy of pre-accession to the European Union has charged the legal environment of business towards being more friendly towards foreigners and increased the capacity of the Polish market to cope with competitive pressure within the Union. Comprehensive in its coverage, this book is an excellent source of reference for practitioners and policy-makers, as well as a fundamental resource for lawyers involved in business. Polish Business Law is a guide providing information and best practice advice from outstanding lawyers of CMS Cameron McKenna.

This guide aims to be concise, but not superficial, practical, but fully alert to the hidden dangers lurking in the interstices of applicable law. A notable feature is the emphasis on particular Belgian practice in such specific areas as representations and warranties, purchasers' and sellers' protection. M&A in Belgium deals with all the elements of a merger acquisition or a joint venture transaction - shareholders' rights, compliance with foreign investment regulations and competition law, structuring, due diligence, financing, transfer formalities, documentation, and taxation. The authors pay close attention to the relevant demands of labour law and environmental law, and offer especially valuable guidance in helping the practitioner to recognize the environmental "red flags" that can make or break a deal. Whether the contemplated merger or acquisition is pure share, share-share, asset-share, or pure asset, private or public, friendly or hostile, this book should provide the exact procedural details that add up to a successful deal.

This text makes detailed analyses and comments on the MAI from the perspective of a Chinese scholar. The author believes that the "behind closed doors" process of MAI negotiations is unacceptable for developing countries, NGOs, and civil societies, and is inadvisable for any future negotiations on investment rules. The substantive contents of the MAI which include the definition of investor and investment, treatment of foreign investors and investments, treatment for investment protection, and the dispute settlement mechanism are of high standards that render them unreachable and unacceptable for developing countries. The nine chapters of the book include: an introduction; An analysis of the background of the MAI negotiations which briefly reviews the process and results of the negotiations and makes the author's comments on the negotiations; an analysis and evaluation of the main features of MAI provisions and the approaches adopted by the MAI; An exploration of the scope of application of the MAI through the analysis of the respective definition of investor and investment in the MAI, and points out that the purpose of broad definition is to broaden the MAI's scope of application; An analysis and comment on the MAI's general principles of treatment accorded to foreign investors and their investments, and points out that the MAI's provisions in this regard have negative impacts on developing countries; An introduction to the MAI's specific rules of treatment accorded to foreign investors and their investments in such new areas of international investment as performance requirements, investment incentives, key personnel, privatization, as well as monopoly, state enterprises and concessions. There is also: an analysis and commentary on the MAI's treatment provisions on investment protection, that is, the fair and equitable treatment and full and constant protection and security treatment as the general treatment, and the specific treatment with regard to expropriation and compensation, protection from strife and transfers; an introduction to and evaluation of the MAI's dispute settlement mechanism: the state-state procedure and the investor-state procedure, and; a conclusion.

China's company and commercial law is still in formation, but its emerging patterns contain many practical elements that can be of immediate use to business people and their counsel. This guide presents not only the current disposition of such elements, but also an analysis, by two outstanding Chinese legal scholars with US, UK, and Canadian experience, of likely developments in the future. As well as providing an understanding of the legal issues affecting transactions in China, this book offers systematic treatment of such business factors as: procedural aspects of setting up a business in China; business incentives and restrictions; contracts; competition; taxation; property rights; protection of creditors; regulation of foreign trade and investment; regulation of financial markets; insolvency; and intellectual property rights.

The essentials of mergers and acquisitions (M & A) practice can best be examined from a buyer's perspective. In a corporate transaction, it is the buyer who typically faces the more substantial risks. In many instances, legal problems exist of which the buyer must be aware before deciding to purchase the target company. The book features a collection of reports by experienced young practitioners from seventeen different jurisdictions, along with a general report for a working session organised by the Corporate Acquisitions and Joint Ventures and Tax Law Commissions of l' Association international des jeunes avocats (AIJA) for the AIJA Annual Congress in Lisbon in August 2002. Each national report follows the same structure as the general report, but from a local perspective.

This year, the "Yearbook Commercial Arbitration" has reached the milestone of thirty years of documenting the law and practice of international commercial arbitration. The Yearbook provides up-to-date and informative material to arbitration scholars and practitioners in the form of arbitral awards and court decisions, as well as newly adopted or amended arbitration rules. An indispensable feature of the Yearbook is the reporting on the 1958 New York Convention, which in this volume includes the greatest number of cases yet - 79 court decisions from 12 countries throughout the world. These cases are indexed and linked to the General Editor's earlier-published Commentaries on the New York Convention, facilitating research on any aspect of the Convention. The Yearbook also contains recent court decisions applying the 1961 European Convention, the 1975 Inter-American Arbitration Convention and the UNCITRAL Model Law on International Commercial Arbitration, as well as leading cases on topical issues from a variety of jurisdictions. Austrian, French, German, Italian, Russian, Spanish and Swedish decisions are translated into English, giving the reader access to material which might otherwise be inaccessible. Arbitral awards made under the auspices of the Iran-US Claims Tribunal, the International Court of Arbitration of the International Chamber of Commerce, the German Maritime Arbitration Association and the Hamburg Friendly Arbitration deal with procedural and substantive issues of general interest to the business and legal communities. New and amended rules adopted by the China International Economic and Trade Arbitration Commission (CIETAC), the China Maritime Arbitration Commission (CMAC) and the International Chamber of Commerce (ICC) are reproduced and information is provided on arbitration legislation recently enacted in Chile, Denmark, Norway, Philippines and Poland. A Bibliography and List of Journals keep the reader up-to-date on relevant literature. The worldwide scope and variety of the materials of the Yearbook assure the reader of a comprehensive annual overview of international commercial arbitration.