There is a demand for practical information on the corporate laws of foreign countries as more and more companies establish foreign branches or subsidiaries, or acquire an interest in another company situated abroad by way of joint ventures or mergers. Such cross-border operations are not restricted to big multinational companies, as an increasing number of small private or family-owned companies seek to expand their business and establish foreign-based contacts. This book is designed to provide tax consultants, shareholders, company executives, financial advisors, businessmen and members of the accounting and legal profession with the basic information that is required to gain an understanding of foreign-based corporations.

Corporate Manslaughter and Regulatory Reform provides an innovative account of the emergence of new corporate manslaughter offences to criminalize deaths in the workplace during the last twenty years. This has occurred in many different national jurisdictions, but this book shows how these developments can be understood as a coherent phenomenon. It identifies the historical and legal origins of the instrumentalism that has limited the ability of health and safety regulation to respond effectively to work-related death cases, and explains how and why criminal law came to be used as a means of addressing these limitations by reinforcing the moral values underpinning regulation. The contemporary neo-liberal political context is shown to have posed fundamental challenges to systems of safety regulation, and created an environment in which the criminal law is seen as an effective and desirable means of delivering important moral and symbolic messages that regulation cannot communicate effectively itself.

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 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.

Rescuing companies is becoming more and more an alternative to merely liquidating a company in financial difficulties on the basis of a bankruptcy procedure. The goal of rescuing a company is to preserve the healthy parts of a company in trouble and to put the company back on a sound track. This book reports on practical experiences of rescues and describes in particular transactional aspects. The resource material of this book is useful for further academic research into the subject, especially for comparative legal analyses. The book comprises 24 national reports out of 23 jurisdictions and the General Report summarizing main differences, peculiarities and common principles of the various jurisdictions.

Although all are agreed that current commercial realities dramatically affect the duties owed by directors to their companies, there is as yet no consensus on what, if anything, should be done about it. Some urge reform, or at least modification, while others insist that the traditional standard which may be expressed generally as "such care as is reasonably expected, having regard to the director's knowledge and experience" - has the great merit of flexibility. In an initiative aimed at clearing this impasse, the English and Scottish Law Commissions have proposed a statutory formulation, on the grounds that this would at least bring more certainty and clarity to the applicable standards. This book delves into the issues surrounding this debate, presenting the arguments for and against a statutory statement, with in-depth analysis of the various degrees of reform that could be brought to bear on the issue.

The English law of contribution and reimbursement is essentially concerned with any situation where two parties must both pay a debt to a third party, compensate him for harm that he has suffered at their hands, or restore an enrichment which they have unjustly gained at his expense. These situations give rise to questions of how the parties' common liability should be shared and how their relationships with the third party, and with one another, should be adjusted so as to ensure that they each pay their proper share. This book is based on the rules of English law which determine the answers to these questions.

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.

Providing an analysis of all major issues in French insolvency law and practice, this volume covers areas such as: the new regime for corporate voluntary agreements; the relative rights of creditors and their debtor; the take-over and rescue of insolvent companies; the liabilities of directors; and the new European insolvency conventions. There are also tables of statutory materials and case law, as well as appendices giving details of legislation, timetables and procedural formalities.

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.

Company Law / Corporate Law Even though our understanding of corporate governance has evolved from a rigid model of "command and control" toward a more flexible model of incentive mechanisms, numerous and major shortcomings continue to plague efforts to resolve the conflicts of interest inherent in the managerial approach to corporate control. In this stimulating book the work of nine outstanding scholars in the field converges, along different avenues of research and analysis, toward a vital critique of two assumptions in currently dominant economic theory: that uncertainty can be reduced to numerical probabilities, and that contracts can be "complete," that is, capable of establishing beforehand an efficacious solution for all possible eventualities. These authors argue that efficient corporate governance requires the establishment of devices of cooperation among the various stakeholders that enable the operation of collective learning. Their contributions to this book clearly enunciate both the need for such organisational learning and the lessons of several specific recent transformations in governance practice that manifest a degree of such learning. In the process their analyses touch upon such central governance issues as the following: the exercise of hierarchical authority in the framework of the labour contract; the "financialisation" of the wage system via profit sharing, stock options, and the like; the transformation of financial markets into markets for corporate control; the polarising effect of the concept of shareholder value; the self-perception of employee shareholders; justification of layoff projects; and rescue of firms in financial distress. What the common undertaking of these authors finally reveals is of immeasurable value to business leaders: potent suggestions that foster the development of a reflexive capacity among actors in corporate governance to isolate what the real problem is, to identify the elements of the context that it would be expedient to transform, and to construct collectively the modalities of an effective transformation.

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.

Increasingly, European companies in a variety of business sectors as well as professional groups are taking self-regulatory initiatives as a means of gaining competitive and protective leverage in a "meta-regulatory" environment. While these initiatives have obvious legal and economic advantages for the entities and principals who take them, the phenomenon of self-regulation raises profound issues for competition law and even for constitutional law. Although deeply grounded in legal theory, such issues have profound and growing significance for practitioners in many fields of law. In this thought-provoking book, thirteen outstanding authorities from various EU jurisdictions examine the legal basis of self-regulation and its function in the process of European legal integration, with particular reference to European private law. The authors offer in-depth analysis of self-regulation in the context of current economic and political conditions in Europe, and investigate the effects of self-regulation on such societal factors as the following: the European social dialogue, the professions, consumer protection, the media, and corporate social responsibility. This book is among the first to raise these vital issues, and the first to examine self-regulation in depth with reference to specific sectors. The essays identify trends set in motion by self-regulation among major actors, and the authors do not hesitate to offer insightful criticisms and recommendations. For these reasons, this book will be of great value to policymakers and business people, as well as to legal academics, for years to come, as self-regulation assumes ever more salience in our economic and social fabric.

This is the first EU competition law treatise that fully integrates economic reasoning in its treatment of the decisional practice of the European Commission and the case-law of the European Court of Justice. Since the European Commission's move to a "more economic approach" to competition law reasoning and decisional practice, the use of economic argument in competition law cases has become a stricter requirement. Many national competition authorities are also increasingly moving away from a legalistic analysis of a firm's conduct to an effect-based analysis of such conduct, indeed most competition cases today involve teams composed of lawyers and industrial organisation economists.
Competition law books tend to have either only cursory coverage of economics, have separate sections on economics, or indeed are far too technical in the level of economic understanding they assume. Ensuring a genuinely integrated approach to legal and economic analysis, this major new work is written by a team combining the widely recognised expertise of two competition law practitioners and a prominent economic consultant. The book contains economic reasoning throughout in accessible form, and, more pertinently for practitioners, examines economics in the light of how it is used and put to effect in the courts and decision-making institutions of the EU. A general introductory section sets EU competition law in its historical context. The second chapter goes on to explore the economics foundations of EU Competition law. What follows then is an integrated treatment of each of the core substantive areas of EU competition law, including Article 101 TFEU, Article 102 TFEU, mergers, cartels and other horizontal agreements, vertical restraints and technology transfer agreements.

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.

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.

The essays in this third volume of "Developments in European Company Law" are concerned with conflicts of interest and duty in company law. The first part provides a legal analysis of the duties of company directors, of their accountability and of the trustee's perspective. A second part provides a socio-legal analysis and a third part an economic analysis. The essays provide important contributions to law reform and scholarly debate of these pressing issues of company law. The contributors include leading judges with an interest in the field and academics from the UK and Australia.

This book is the leading account of contract law in England and Wales in relation to implied terms. Implied terms are not only frequently of great importance in litigation, but can assist business parties in planning contracts effectively by allowing them to identify issues over which they do not need to negotiate because they would be content with the terms the law would imply. Distinct commercial advantages of this approach can include savings of management time in negotiating and avoiding trade-off costs demanded by counterparties in exchange for agreeing an express term. This Second Edition has been fully revised and updated to cover recent developments in the law. Key features include: full analytical treatment of featured cases and evaluation of recent case law in relation to use of implied terms analysis of the major changes to statutory implied terms brought by the Consumer Rights Act 2015 useful synoptic tables showing how these changes map across the different categories within the CRA and between the CRA and pre-existing legislation extended discussion of statutory implied terms in services contracts detailed examination of the decisions of the Privy Council in A-G of Belize v. Belize Telecom and of the UK Supreme Court in BNP Paribas v. Marks & Spencer. This book will be an invaluable resource for all legal practitioners, both in practice and in-house, involved in contract drafting and contract negotiations. It also acts as a helpful reference for scholars and students in the field of contract law.

It is commonplace to speak of 'Europe' as a major player in the global marketplace. In reality, however, persistent conflicts among the company and securities law regimes of the various Member States continue to hamper the full emergence of the EU as an economic power on a par with the US and China. Progress is under way, however, as this book amply testifies. In the wake of the Financial Services Action Plan (1999) and the Company Law and Corporate Governance Action Plan (2003), a series of EU regulations and ECJ cases has significantly eroded the national barriers to cross-border legal entities within the Union. The authors of these nine essays - leading academics from Denmark, Germany, Italy, The Netherlands, Norway and the UK - acknowledge and analyze this progress. Most demonstrate why they think further regulatory harmonization is essential, although some warn of potential dangers and pitfalls along the way. All in all, "European Company Law in Accelerated Progress" is a powerfully thought-provoking contribution to an important debate. Among the issues that arise are the following: shareholders' rights; cross-border voting; corporate governance; disclosure; corporate restructuring; conflicts of interest; equity capital provision; and shareholders versus stakeholders. As a penetrating evaluation of the EU's capability to improve its corporate regulatory infrastructure and thereby attract more investors and business activities within its territory as a whole, this book offers securely grounded and valuable insights to all those interested in the field, from economic policymakers at every level of government to business persons and their counsel. Most of the essays here presented were originally delivered as papers at a conference organized by the Centre for European Company Law in Leiden, The Netherlands, in September 2005. The lectures are here offered in an updated and more elaborate form.

Jopie: Jurist, Mentor, Supervisor and Friend - Essays on the Law of Banking, Companies and Suretyship is published in honour of Professor Jopie Pretorius, who will be retiring from his chair in banking law at UNISA at the end of 2017. The collection comprises personal tributes by family members, friends and colleagues, and academic essays that deal with banking law, company law and suretyship.

With the increasing interest of foreign investors, particularly institutional investors, in European companies, there is a growing need for information on the different regimes affecting the legal status of shareholders. Investors need to be aware of the rights and privileges of shareholders in various jurisdictions in order to participate effectively in companies' voting and decision-making processes. This book provides detailed analysis of the rules and practices in 16 European jurisdictions and the United States, covering issues such as convening the general meeting, depositing and blocking of shares, participation rights, setting of the agenda, voting rights and proxy rules. The authors also aim to make companies aware of practices which may hamper effective shareholder participation and, in comparing the different rules and practices, to identify areas where further harmonisation might be undertaken within the European Community framework. The papers collected here are the result of a conference organised by Professor Theodor Baums, of the University of Osnabruck and Professor Eddy Wymeersch, of the University of Ghent.