From our daily practice as scholars, consultants and entrepreneurs we know how critical it is to make the right decisions that can shape the future of a company. One of the earliest of such decisions is surely the selection of the appropriate legal form as it is hardly reversible and has major implications on the running business. Accordingly, we can nd a wealth of information about the pros and cons of speci c legal forms. However, so far there is only scarce information available once you decide to enter a foreign market. There are offerings, e.g. from the Chambers of Commerce and you can search the Internet. When information is provided in the local language, comprehension becomes dif cult. Furthermore, the material that is available today only seldom allows for a structured analysis and comparison of legal forms in different countries. From discussions with entrepreneurs we know that this situation has not only been cumbersome for us, but actually everybody who is thinking about starting up a business or widening the operations across country borders is faced with the complex task of deciding on a legal form.

This book arises out of the second Anglo-German Law Conference in Oxford, held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking into account these new developments as well as others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practicing lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

This collection offers a powerful and coherent study of the transformation of the multinational enterprise as both an object and subject of law within and beyond States. The study develops an analysis of the large firm as being a system of organization exercising vast powers through various instruments of private law, such as property rights, contracts and corporations. The volume focuses on the firm as the operational unit of governance within emerging systems of globalization, whilst exploring in-depth the forms within which the firm might be regulated as against the inhibiting parameters of national law. It connects, through the ordering concept of the firm in globalization, the distinct regimes of constitutionalization, national and international law. The study will be of interest to students and academics in globalization and the regulation of multinational corporations, as well as law, economics and politics on a global scale. It will also interest government leaders and NGOs working in the areas of MNE regulations.

The recent modification of the European Antitrust Law system, which concerns both the substance of the prohibitions and the system of enforcement, called for a thorough re-examination of this sector. Against this background, this book offers a new and coherent organisation of the subject. It takes into consideration the changes not only to the interpretation of Articles 81 and 82 EC, but also to the procedural aspects related to Reg. 1/03. In this context, the reform of Reg. 139/04 on European merger control is also fully taken into consideration. European Antitrust Law places current EC antitrust and merger control rules in their historical context, considering both the economic foundations and guiding principles of the law. It will therefore be an invaluable and stimulating guide to EC antitrust for scholars, students and practitioners alike.

Hardbound. This volume is a general dictionary within the areas of company, business and financial law, where the selection of terms is based primarily on established and emerging usages within Community legal terminology. The volume provides definitions and general explanations in English, supplemented with specific explanations in Danish and/or German as required. The careful arrangement of terms in Danish and German allows near-independent use between these two languages. Heavy emphasis is placed on idiomatic language use with the inclusion of a large number of complex verb and noun phrases, everyday abbreviated terms, and names of institutions etc. When making the selection of terms, the compilers used their experience as professional translators of commercial and theoretical legal and financial documents. The dictionary will be invaluable to Community business people, lawyers, accountants, translators and students.

The comprehensive guide to all the essential legal and business considerations to be taken into account in structuring and negotiating technology-driven corporate alliances. Readers are provided with a clear and concise introduction to the nature and scope of the legal rights relating to new technologies and a framework for evaluating prospective business partners and for identifying the key contracting issues. An indispensable resource for consummating licensing, research and development, manufacturing and distribution, and corporate partnering arrangements, as well as managing relationships with university researchers and raising capital for research activities.

Entrepreneurs, executives, technology managers, lawyers, accountants and researchers will benefit from the step-by-step approach to each technology-driven transaction, beginning with the description of the law of technology and intellectual property; continuing with the initial investigation of the technology which is to be the subject of the transaction and the general contractual components of any transaction; and ending with the essential elements of each relationship, including permitted uses of the technology, compensation, representations and warranties, covenants, closing conditions, indemnification, and the procedures for ensuring that the technology remain a valuable asset for each party. The book covers each of the stages involved in developing, manufacturing, licensing, distributing, and financing technology-based products and will serve as an invaluable and constant resource in making sure that all of the important issues have been considered before the deal is sealed.

Private Company Law reform is among the most important topics for lawmakers and companies. This well-timed volume explains in details the legal reforms taking place in the principal European jurisdictions, the United States and Asia. The volume brings together a distinguished group of company law scholars to examine the factors leading to the rise of the new unincorporated entities in the US and Asia and explains in detail how private company law forms can be suitably adapted to meet a wide range of firms' needs. It examines the important reforms taking place in private company law across the EU and addresses how the reforms may lead to a more optimal environment for businesses to operate. Finally, it critically explores the advantages of introducing the European Private Company. This book is a valuable tool for scholars, corporate lawyers, practitioners, policymakers and advanced students in law, as well as for entrepreneurs in emerging and developed markets. Joseph A. McCahery is Professor of International Economic Law at Tilburg University, the Netherlands and Professor of Financial Market Regulation, Tilburg Law and Economics Center. Levinus Timmerman is Advocate General in the Supreme Court of the Netherlands and Professor of Foundations of Company Law at the Erasmus University Rotterdam, the Netherlands. Erik P.M. Vermeulen is Professor of Business Law at Tilburg University, Professor of Financial Market Regulation, Tilburg Law and Economics Center, and Vice President at the Corporate Legal Department of Philips International B.V.

A powerful and succinct reminder of the way in which the 'corporate property rights structure' has come to dominate American society and politics. . . . Brings out the connections among law, politics, and economics. Howard J. Vogel Hamline University School of Law This provocative overview of fundamental principles in American law points out how the law is administered unfairly and how wrongly it is conceived if it is to meet basic needs in our society today. Gerald Houseman examines legal education and practice, and law relating to business, government, labor, and elections. He dissects different theories and shows certain possibilities for reform. This summary of basic concerns about law and society today is easy reading and a good text for students of law, business, government, and economics. The first part of the book deals with forces retarding change in American policy; the second questions the corporate-property power establishment; and the third questions law and economic approaches. This scrutiny of assumptions, different approaches, and conclusions is followed by proposals for fundamental reforms.

The capacity to abuse, or in general affect the enjoyment of human, labour and environmental rights has risen with the increased social and economic power that multinational companies wield in the global economy. At the same time, it appears that it is difficult to regulate the activities of multinational companies in such a way that they conform to international human, labour and environmental rights standards. This has partially to do with the organization of companies into groups of separate legal persons, incorporated in different states, as well as with the complexity of the corporate supply chain. Absent a business and human rights treaty, a more coherent legal and policy approach is required. Faced with the challenge of how to effectively access the right to remedy in the European Union for human rights abuses committed by EU companies in non-EU states, a diverse research consortium of academic and legal institutions was formed. The consortium, coordinated by the Globernance Institute for Democratic Governance, became the recipient of a 2013 Civil Justice Action Grant from the European Commission Directorate General for Justice. A mandate was thus issued for research, training and dissemination so as to bring visibility to the challenge posed and moreover, to provide some solutions for the removal of barriers to judicial and non-judicial remedy for victims of business-related human rights abuses in non-EU states. The project commenced in September 2014 and over the course of two years the consortium conducted research along four specific lines in parallel with various training sessions across EU Member States. The research conducted focused primarily on judicial remedies, both jurisdictional barriers and applicable law barriers; non-judicial remedies, both to company-based grievance. The results of this research endeavour make up the content of this report whose aim is to provide a scholarly foundation for policy proposals by identifying specific challenges relevant to access to justice in the European Union and to provide recommendations on how to remove legal and practical barriers so as to provide access to remedy for victims of business-related human rights abuses in non-EU states.

Who enjoys statutory preferred creditor status? What justifications exist for jurisdictions to maintain statutes that favour 'priority' creditors over other creditors and contributories? This book examines preferential debts derived from specific legislative provisions applying to corporate insolvency. In exploring the concept of preferential treatment, Statutory Priorities in Corporate Insolvency Law includes chapters that provide a doctrinal, theoretical and historical analysis of who enjoys preferred creditor status. As well as examining the traditional major categories of priorities, this work also identifies potential new categories for priority status such as environmental clean-up costs, international creditors, tort claimants and consumers among other non-consensual creditors. While the study focuses on Australian corporate insolvency law, where appropriate, comparisons are made with other common law jurisdictions, particularly the UK, Canada, New Zealand and the US.

This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition.Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects.The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis.The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law.The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French.

The degree of development reached by cooperatives of different sectors throughout the world, which among others led to the UN declaring 2012 as the International Year of Cooperatives, needs to be accompanied by a similar development of corresponding legislation. To this end, a better knowledge of cooperative law from the comparative point of view, as has already been established for other types of enterprises, becomes of great importance. This book strives to fill this gap, and is divided into four parts. The first part offers an analytic and conceptual framework with which to understand, study and assess cooperative law from a transnational and comparative perspective. The second part includes several chapters dealing with attempts to harmonize cooperative laws. The third part contains an overview of more than 30 national cooperative laws, while the last part summarizes and compares these national cooperative laws, thus laying the foundation for a comparative cooperative law doctrine.

Corporate Finance for Lawyers explores the intricate relationship between law and corporate finance. Utilizing the 'Financial Mindmap' throughout, chapters depict financial concepts by using colours and visualizations in a clear and intuitive manner. The book provides an introduction into the basic building blocks of corporate finance including, Enterprise Value, Equity Value and Net Debt, and the dominant company valuation methods of EBITDA-multiples and Discounted Cash Flow. The book further explains finance patterns from both a finance and a legal perspective, most notably the use of non-interest bearing, secured credit, shareholder loans and guarantees, ending with reorganization procedures. By providing a uniquely integrated analysis of law and corporate finance, this practical book will be a beneficial resource for lawyers, including judges, from all over the world involved in financial transactions and corporate litigation. Students of law and finance will find the book an excellent learning experience, since it discusses the foundational principles of law and finance and how they relate to real-world practices. Finance professionals will also benefit greatly from the depiction of finance in action rather than as assumed under perfect markets.

This indispensible book offers step-by-step guidance to small and mid-sized companies and non-profit organizations in managing corruption risks in overseas markets. It covers how and why to build a culture of integrity, develop a risk-based anti-corruption compliance programme, and engage with other industry players in collective action against shared corruption challenges. The focus on culture, compliance and collective action helps resource-stretched companies to build a strong foundation for a healthy and flourishing organization, as well as contribute towards raising standards of integrity across their industry. Key features include: Guidance for creating and contributing to collective action Quick definitions, tips and practical tools such as checklists A hands-on approach with an emphasis on culture and leadership Case studies and real-life examples of both corruption risks and the importance of a strong compliance culture. Anti-Corruption Compliance will be an invaluable resource for senior managers of small and mid-sized organizations in minimizing exposure to corruption risks in international markets. It will also prove useful to corporate lawyers and others involved with compliance functions in larger companies, as well as to academics and students of corporate law with an interest in anti-corruption and compliance.

The proper protection of minority shareholders is a cornerstone of any well-developed corporate law system. Pivotal to the minority shareholder's armoury is the derivative action. Section 165 of the South African Companies Act 71 of 2008 introduces the new statutory derivative action, and entrusts the court with a key function as the gatekeeper to the derivative action. The courts have an important filtering function and may disallow applications for derivative actions that are frivolous, vexatious or without merit. The vital judicial discretion to grant or refuse leave to an applicant to bring a derivative action is the crux of the new statutory derivative action. The court is required to exercise its discretion with reference to three important but vague guiding criteria for the grant of leave to institute a derivative action. Thus the courts have been entrusted by the legislature to flesh out the details, the contours, and the practical application of these guiding criteria. This crucially endows the courts with a dominant and decisive role in shaping the effectiveness of this much-needed new remedy. The New Derivative Action under the Companies Act is primarily aimed at developing guidelines for the exercise of the judicial discretion in the field of the new statutory derivative action. It takes into account valuable principles gleaned from other comparable jurisdictions such as Canada, Australia, New Zealand, the United Kingdom and the United States of America. The book also discusses the overlap between the derivative action and the oppression remedy.

In contrast to the vibrant development in global market entry activities, extant research on the subject is running out of steam. For example, countertrade, a major form of entry mode, has grown to 15 percent of the world trade but studies on the topic have dwindled to naught. The practice of gray market has expanded to include everything from batteries and cars to computers and mobile phones. However, research on gray market has become scarce. Research stagnancy does not limit to micro-marketing issues. The role of government in market entry has received little attention in spite of the active roles many governments, such as the Chinese and Indian governments, have played in creating a favorable environment to attract foreign direct investment and promote export. Written by a group of internationally renowned scholars, this volume of the "Advances in International Marketing" is devoted to bridge a knowledge gap between the practice of international market entry and the availability of research-based insights and principles for guiding that practice. Among the articles, Samiee discusses countertrade from a marketing viewpoint and introduces a unique marketing process perspective. Zou, Taylor, and Fang examine government influences on MNC's control over its foreign market venture. Li and Li investigate channel control in new product export. Mullen, Sashi, and Doney's case study highlights the complex issues in gray market from the perspective of both manufacturers and parallel marketers. Kopp and Zeng review the changes in Chinese patent laws and discuss market entry issues related to intellectual property rights.

This book investigates the key factors shaping corporate governance in China and presents a sophisticated study of corporate governance in China from a comparative and historical perspective. Drawing on extensive corporate governance literature, this book articulates why path dependence theory is the most effective framework for interpreting the development path of Chinese corporate governance. Chenxia Shi reviews the historical role of government in commercial development and regulation in dynastic China and in early corporate law-making, followed by an account of China 's legal and economic development over the last three decades. This historical inquiry identifies government control as the key feature of economic and market regulation in China. In particular, this book canvasses the evolution of governance of State-Owned Enterprises and listed companies, major corporate governance problems, regulatory challenges posed by China 's increasing participation in economic globalization, and enforcement difficulties particularly in relation to investor protection, directors duties and accountability. Ultimately, Political Determinants of Corporate Governance in China demonstrates that corporate governance in China is largely determined by political imperatives and those political imperatives have been shaped and re-shaped in a historical process.

Savvy managers no longer look at contracts and the law reactively but use them proactively to reduce their costs, minimize their risks, secure key talent, collaborate to innovate, protect intellectual property, and create value for their customers that is superior to that offered by competitors. To achieve competitive advantage in this way managers need a plan. Proactive Law for Managers provides this plan; The Manager's Legal PlanTM. George Siedel and Helena Haapio first discuss the traditional, reactive approach used by many managers when confronted with the law, then contrast it with a proactive approach that enables the law and managers' legal capabilities to be used to prevent problems, promote successful business, and achieve competitive advantage. Proactive Law for Managers shows how to use contracts and the law to create new value and innovate in often neglected areas - and implement ideas in a profitable manner.

This book examines the extent to which international law places obligations directly on corporate entities. It is often argued that corporations are bound by, inter alia, the same human rights and environmental obligations that states have. This book examines the source of these supposed obligations in treaty law, international custom, and in internationalized contracts, to determine whether they really can be transposed to corporations so easily. The focus of the book is on the regulation by international law of private corporate conduct. It examines whether corporate obligations, namely obligations binding directly upon a corporation under positive international law, have indeed emerged, and if so, whether corporations may be systemically included in the predominantly state-centric framework of international law. It investigates the challenges facing international law as a result of the potential emergence of corporate obligations, and engages in a structural analysis of what corporate obligations under international human rights law might entail. Ultimately, it warns against conceptualizing corporations as both holders and potential violators of human rights, explaining why they are not automatically bound by the same obligations that are imposed on states.

A Basic Guide to International Business Law is an introduction to those parts of European and international law that are relevant to business. Having read this book, students will come away with a broad understanding of the international rules of law within the EEC, institutional rules of the European Union, international contract law, rules of competition and the four freedoms within the EEC.

The edition includes student friendly features, such as summaries of statements and references to relevant case law, making the book an ideal introduction for those on law and/or business programmes.

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