DENNIS CAMPBELL AND MARK MILLER Introduction Within the last decade, there has been significant expansion in both the frequency and quantity of direct foreign investment by Western countries and multinational 1 corporations (MNC's) in the forni of joint ventures in Eastern Europe. These joint ventures, as well as other forms of mutual-cooperation trade arrangements, represent positive evidence of the increasing enthusiasm towards East-West trans actions now found on both sides of the European frontier. The spirit with which Western governments and business interests have sought to expand involvement in the East European market has been well documented. However, there has been relatively little attention paid to the extremely important internal changes which have come about within the foreign-trade policies of the Eastern European coun tries and which have served to accommodate the growth of trade with the West. This dramatic increase in direct foreign investment in the form of joint ventures results primarily from the passage of enabling legislation in a number of the East European states, legislation which has facilitated and attracted business invest ment from the West. Thus, it is opportune to examine and review the policy reforms and amendments which have been enacted in Eastern Europe and the Western responses thereto. As a preliminary matter, the term 'joint venture', as well as other mechanisms for foreign investment as used here, should be defined and distinguished."

Arbitration clauses in international commercial contracts are often reused from existing contracts. By so doing, the parties choose to apply, for example, either ad hoc or institutional arbitration and the UNCITRAL, ICC, LCIA, SCC, Swiss or other arbitration rules without necessarily being aware of the consequences. Moreover, parties often assume that an arbitration clause has the effect of excluding any kind of interference from a court of law and of rendering any but the chosen law redundant. This book highlights the specific features of various forms of arbitration and enables lawyers to make informed choices when drafting arbitration clauses. Chapters explain the framework for arbitration, its relationship with national law, and the features of the main arbitration institutions in Europe. The book also highlights new trends in other parts of the world that may have repercussions on the theory of international arbitration.

This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK.

Introduction VII I. Brief outline of substantive law provisions I Introduction I 1. 0 1. 1 I USA Germany 1. 2 2 1. 3 EEC 2 1. 4 France 3 1. 5 U. K. 4 1. 6 Switzerland 5 1. 7 Italy 5 1. 8 Australia 5 2. Is there substantive provision under national law for the extrat- ritorial application of that law? 7 2. 0 Introduction 7 2. 1 USA 7 2. 2 Germany 8 2. 3 EEC 9 2. 4 France 9 2. 5 U. K. 10 2. 6 Switzerland 11 2. 7 Italy 11 2. 8 Australia 11 3. Relevant principles of intemationa11aw 12 The princip1e of State Sovereignty 3. 1 12 The intemational1aw princip1e of Comity 3. 2 13 3. 3 The right to be heard in your own defence 13 3. 4 Jurisdiction based upon nationality; Personal Jurisdiction 14 3. 4. 1 USA 14 3. 4. 2 Germany 15 3. 4. 3 EEC 15 France 3. 4. 4 15 3. 4. 5 U. K. 16 3. 4. 6 Switzer1and 16 3. 4. 7 Ita1y 16 Australia 3. 4. 8 16 IX 3. 5 State hospitality to commerce 16 3. 5. 1 USA 17 3. 5. 2 EEC 17 3. 5. 3 Germany 18 3. 5. 4 Switzerland 18 4. National procedural ru1es 19 4. 0 Introduction 19 4. 1 USA 20 4. 1. 1 Written requests for information (discovery orders) 20 4. 1.

Traditionally, tapping into the power of competitive intelligence (CI) meant investing in the development of an internal CI unit or hiring outside consultants who specialized in CI. "Proactive Intelligence: The Successful Executive's Guide to Intelligence" offers an alternative: learn how to do it yourself and how to effectively manage the parts you cannot. The tools and techniques that will enable you to produce your own CI for your consumption are out there, and have been honed by decades of work. But, you cannot just adopt them - you have to adapt them.

Why? Because, when you finish reading this book, you will be the data collector, the analyst, and the end-user. Traditional CI is premised on a reactive, two part relationship - a CI professional responding to what an end-user identifies as a need; by doing this yourself you can turn CI from being reactive to being proactive. As the decision-maker, you can get what CI you need, when you need it, and then use it almost seamlessly. Written by two of the foremost experts on CI, Proactive "Intelligence: The Successful Executive's Guide to Intelligence"

shows where and how CI can help you and your firm,

provides practical guidance on how to identify what CI you need, how to find the data you need, and how to analyze it, and

discusses how to apply CI to develop competitive- and career- advantages.

Each chapter is supported by important references as well as by an additional list of resources to support and supplement your knowledge. "Proactive Intelligence: The Successful Executive's Guide to Intelligence" teaches you how to generate proactive intelligence and use it to advance your business and your career- making it an essential resource for managers and executives, as well as everyonewho wishes to integrate CI into their daily work routine."

This book addresses an experiment in funding money damage claims in England from 2000 to 2013. The model - recoverable conditional fees - was unique and has remained so. It covers the development, amendment and effective abolition of the model, as well as the process of policy development and the motivation and objectives of the policy makers.

This book is about the regulation of corporations that use bribery in international commerce to win or maintain overseas business contracts and interests. Recent large-scale cases involving multinational corporations demonstrate how large commercial 'non-criminal' enterprises are being implicated in substantive overseas bribery scandals and illustrate the difficulties faced by responsible enforcement authorities in the UK and Germany. The book imports concepts from regulation theory to aid our understanding of the emerging enforcement, self-regulatory and hybrid responses to transnational corporate bribery. Lord implements a qualitative, comparative research strategy involving semi-structured interviews, participant observation and document analysis to provide empirical insights into this relatively invisible area of criminological interest. Despite significant cultural differences between the jurisdictions, this book argues that UK and German anti-corruption authorities face procedural, evidential, legal, financial and structural difficulties that are leading to convergence in prosecution policies. Although self-regulatory and hybrid mechanisms are aiding the response and gaining some level of regulation, the default position is one of accommodation by state agencies, even where the will to enforce the law is high. This book is essential reading for academics and students researching corporate and white-collar crimes and the concept of regulation more generally, as well as law enforcement agencies and international and intergovernmental organisations concerned with anti-corruption.

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. This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide 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. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered. 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.

In Holland it is a frequent and happy phenomenon that experts employed by a particular company do not confine their knowledge and experience purely within the privacy of that firm, but allow others to profit therefrom by being active within professional or business organisations, committees and so on. Professional journals also contain contributions from such experts with gratifying regularity. It is, however, extremely seldom and thus all the more welcome if such experts, in this case company lawyers, are willing to do even more. Mister Mak (LL.D.) and Mister Molijn (LL.M.) have been able to find the time and the quiet (or have sacrificed their own free time) to place on record for the benefit of the business world in Holland their great knowledge of trade mark law and their practical opinions. Those who are no strangers in this trade mark Jerusalem, know that the authors have not acquired their knowledge and experi ence solely within the large companies in which they are em ployed, but also in committees and on the boards of organisations which devote themselves to achieving good trade mark protection and to stimulating and/or criticising new developments in the legislative field. This fact is evident from the critical obser vations in this book and gives the book an interesting extra dimension."

The effort to win federal protection for dance in the United States was a racialized and gendered contest. Picart traces the evolution of choreographic works from being federally non-copyrightable to becoming a category potentially copyrightable under the 1976 Copyright Act, specifically examining Loie Fuller, George Balanchine, and Martha Graham.

A practical guide to leveraging open source in business

The law of open source is complex and constantly changing. Some legal issues related to it are thorny and undecided. Those called upon to make decisions about open source have found little information to guide them in traditional legal materials . . . until now. Author Heather Meeker--voted one of the top thirty intellectual property lawyers in California--brings her ten years of extensive involvement in open source legal issues to bear in The Open Source Alternative--a practical resource to help you implement open source intelligently, without compromising the value of your intellectual property or stepping into a potential lawsuit.

Written in plain English for both lawyers and professionals, The Open Source Alternative provides an accessible discussion of the different licensing strategies to consider with open source. This invaluable reference tool for CIOs, CFOs, IT managers, auditors, and attorneys, as well as all interested professionals, provides you with the background and tools you need to understand this area of law and develop your own conclusions and best practices. Divided into two parts--leveraging opportunities and understanding risks--the book explores: the rules of the road for use of open source in proprietary products, assessing legal risk of using open source, how to understand and leverage patents and trademarks in the open source landscape, and developing policies for use of open source in your business.

Formulating best practices in open source development requires familiarity with a complex set of facts and industry practices, as well as the political, business, and legal principles behind them.The Open Source Alternative is a must-read for any professional who needs to stay on top of this rapidly changing field.

This book is intended to serve as a guide to businessmen and their advisers, either from outside the Common Market or from within, who seek basic information on questions in three main fields: company law and related legal matters, taxation, and labour law. For those who wish to establish an enter prise or form a holding or financing company in one of the Member States of the Common Market (including Greece, of course) or Switzerland this guide offers a unique opportunity to compare conditions in the various countries in the three fields. This is facilitated by the strict adherence to one format for each national chapter. Those who are already present in one or more of the eleven countries will find a global answer to a number of practical questions that may arise. For detailed answers the local lawyer or other consultant remains indispensable. The format is based on two different approaches the foreign investor may take: either he 'goes it alone', by way of establishing a branch, setting up a subsidiary or taking over an existing company, or he joins forces with another investor from within the host country or from outside. In the latter event there are a number of legal forms (jointly owned company, partnership, etc. ) which may be used."

Sports marketing is not only a global phenomenon, but also a major industry in its own right. This book breaks new ground in that it combines the theory and the practice of sports marketing agreements, which are at the heart of the commercialisation and marketing of sport. A particular feature of this book is the wide-ranging collection of precedents of sports marketing agreements, including, inter alia, sponsorship, merchandising, TV rights and new media, sports image rights and endorsements, event management and corporate hospitality, that are included and are explained and commented on in the text of the book. The book also covers the EU aspects, which are particularly important in this context, especially collective selling, of Sports TV rights and the drafting of the corresponding agreements; as well as the fiscal aspects of sports marketing agreements in general and sports image rights agreements in particular, which need to be taken into account in order to reduce the tax burden on the resulting revenues. With so much money at stake in sports marketing, the book also deals with the important topic of dispute resolution and, again, provides the reader with some useful corresponding clauses for settling disputes by ADR, particularly through the Court of Arbitration for Sport (CAS). As the author remarks in his Preface, the aim of the book is to provide a leading resource for all those engaged in any way in the money-spinning field of sports marketing, combining - as this book uniquely does - both the theory and the practice of drafting, interpreting and enforcing a variety of sports marketing agreements, especially those with an international dimension.

A thorough analysis of insider trading requires the integration of law and finance, and this book presents a theoretical and empirical examination of insider trading by incorporating a synthesis of securities law with that of financial theory. The book begins with a conceptual framework that explores the theoretical roles of markets, firms and publicly held corporations, including a discussion of corporate governance to determine both who may have access to nonpublic information, and their legal rights and responsibilities. The book then examines different aspects of the securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and a critique of the SEC disclosure rules and their ramifications for market efficiency. This is followed by a detailed chronology of insider trading regulations enacted in the U.S. since 1934 and an overview of the existing empirical literature on insider trading. Empirical evidence is presented on insider trading activities and the merit of anti-insider trading laws is evaluated on theoretical arguments and recent empirical developments. The authors conclude by arguing that insider trading laws and enforcement activities have failed and propose the decriminalization of insider trading.

SpringerBriefs in Biotech Patents presents timely reports on intellectual properties (IP) issues and patent aspects in the field of biotechnology. In this volume the limits of patentability are addressed, a question that is often raised when it comes to biotechnological inventions: The first section addresses current issues in the patentability of plants produced by essentially biological processes including the controversy between farmer's privilege and patent exhaustion with respect to seeds in the US. The second section examines the patentability of human embryonic stem cells in Europe and the US, also considering alternative technologies with respect to their practicability and patentability. The third section focuses on the patentability of genes and nucleic acids, especially the issue of patenting of encoding genes and nucleic acids.

The `corporation' is by far the most successful legal concept of organization among large business firms. Yet there are numerous examples of firms operated in corporate form that were troubled either by internal problems arising from divergences of interests between the firm's various constituents (notably, managers and investors), or by conflicts with other members of society (including both victims of accidents or environmental pollution caused by the firm and unpaid creditors in the event of business failure). It is this paradox between the corporation's prima facie success and its apparent ambiguity in other respects that is examined in this book. Using modern economic theory concerning the functioning of markets and organizations, The Corporate Paradox examines how the concept of the corporation relates to the economic entity it organizes and in effect, how it may affect the use that firms make of society's valuable but scarce resources. To this end, both the economic rationales underlying the corporate form of organization and its effects on organizational and individual behavior are reviewed, with special emphasis on the separation between `ownership' and `control' and the principle of limited liability of shareholders, two features which are typical of the corporate concept. Finally, this book surveys, from a predominantly economic perspective, legal remedies that United States and Dutch law have developed in response to certain inefficiencies to which these features may give rise.

While much has been gained from the traditional legal scholars' doctrinal mode of analysis of the takings issue, this volume is presented in the belief that contributions from scholars from the various schools of thought that comprise Law and Economics can complement the traditional doctrinal approach to law. As the discipline of Law and Economics continues to advance, it remains heterodox; there are several vantage points from which to describe and analyze the interrealtionships between law and economics. It is hoped that the analyses from the several vantage points provided here will complement the prodigous body of existing doctrinal, legal analysis of the takings issue and deepen the understanding of the jurisprudential questions and economic issues surrounding the takings issue. To this end, each contributor to this volume was selected as representative' of one of the schools of thought comprising Law and Economics. In addition, each contributor was provided with a collection of recent United States Supreme Court cases (those summarized in Chapter 1 of this book) along with President Regan's Executive Order: The sole charge to each contributor was to conduct a legal-economic analysis of the cases and the President's Executive Order from the vantage point of their respective school of thought.

The development of new technologies places new challenges to the interpretation and implementation of legislation in the information society. The recent deployment of service-oriented computing and cloud computing for online commercial activities has urged countries to amend existing legislation and launch new regulations. With the exponential growth of international electronic commercial transactions, a consistent global standard of regulating the legal effects of electronic communications, the protection of data privacy security and the effectiveness of Internet-related dispute resolution are motivating factors to build users' trust and confidence in conducting cross-border business and their sharing information online. The second edition of this book continues taking a 'solutions to obstacles' approach and analyses the main legal obstacles to the establishment of trust and confidence in undertaking business online. In comparing the legislative frameworks of e-commerce in the EU, US, China and International Organisations, the book sets out solutions to modernise and harmonise laws at the national, regional and international levels in response to current technological developments. It specifically provides information on the key legal challenges caused by the increasing popularity of service-oriented computing and cloud computing as well as the growing number of cross-border transactions and its relation to data privacy protection, Internet jurisdiction, choice of law and online dispute resolution. It considers how greater legal certainty can be achieved in cloud computing service contracts and other agreements resulted in service-oriented computing. The second edition of Law of Electronic Commercial Transactions is a clear and up to date account of a fast-moving area of study. It will be of great value to legislators, politicians, practitioners, scholars, businesses, individuals, postgraduate and undergraduate students. It provides in-depth research into finding solutions to remove eight generic legal obstacles in electronic commercial transactions and offers insights into policy making, law reforms, regulatory developments and self-protection awareness.

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm's funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.

Copyright governance is in a state of flux because the boundaries between legal and illegal consumption have blurred. Trajce Cvetkovski interrogates the disorganizational effects of piracy and emerging technologies on the political economy of copyright in popular music, film and gaming industries.

A theoretical discussion and internal critique of mainstream law and economics scholarship, especially as it approaches the issue of paternalism. Cserne discusses how, and to what extent, economic analysis can explain and/or justify the limitations on freedom of contract, with special emphasis on paternalism.

Corporate misgovernance and the failure of government regulation have led to major financial fiascos. 'Disorganized crimes' are disruptive and costly. Munk links the two major eras of corporate misgovernance during the last decade to explain how these events occur and what can be done to prevent them from re-occurring.

The legal regime of outer space, as enshrined in the Declaration of Legal Principles Governing the Activities of States in the Exploration and Use of Outer Space (General Assembly Resolution 1962 (XVIII), adopted in 1963, and in the 1967 Treaty on Principles Governing the Activities of States in the Exploration and Use of Outer Space, including the Moon and Other Celestial Bodies, while prohibiting the appropriation of space by any means, envisages exploration for the bene't and in the interest of all countries on a basis of equality and in accordance with international law. Freedom of scienti?c investigation is also contemplated. Elaborating on these instruments, the Assembly in 1996 adopted the Declaration on International Cooperation in the Exploration and Use of Outer Space (RES 51/122), in which it called for heightened international co-operation, with part- ular attention to be given to the bene't for and the interests of developing countries and countries with nascent space programmes. Thus, it is self-evident that the outer space regime, including the 1972 Liability Convention, envisages the conduct of national activities "for the bene't and in the interests of all countries, irrespective of their degree of economic or scienti?c dev- opment." In this regard, Article 6 of the 1967 Treaty not only provides for national activities in outer space, but for international responsibility whether such activities are carried out by governmental agencies or non-governmental entities, and aims at ensuring that national activities are conducted in conformity with the Treaty.