Written by leading academics in the area, Pettet, Lowry & Reisberg's Company Law offers comprehensive coverage of all major company law and financial regulation topics. It also introduces you to the theories, policies and wider socio-economic and political influences that underpin the legal principles, making it an essential guide to company law for all undergraduate and postgraduate students. This fifth edition has been thoroughly updated to cover all significant legal developments in company law, including: * Discussion of the statutory objectives of the Financial Services Act 2012, the Banking Reform Act 2013 and the Bank of England and Financial Services Act 2016 * Consideration of the new Directive on Markets in Financial Instruments (MiFIDII) and the new Regulation on Markets in Financial Instruments (MiFIR) * Chapter 9 is a new addition to the book, which explores the specific duties that directors are subject to in more detail * Several major consultations relating to corporate governance that were published in the UK in 2015-2017; the current version of the UK Corporate Governance Code; and an illuminating discussion of the new proposed revised Code * Discussion of new double derivative action cases, as well as new derivative suit cases in other jurisdictions * An in-depth analysis of the new regulatory framework of Credit Rating Agencies, focused on enhancing competition in the credit rating market and rules aimed at reducing over-reliance on credit ratings * Important new case law on FSMA 2000 and the recent decision of the Supreme Court in Asset Land * Analysis of the Prospectus Regulation 2017 and the very recent review of the UK listing regime * An extensive review of the new EU Market Abuse Regulation (MAR) and a number of new insider dealing cases * The recent important changes that have been made to enhance the company insolvency regime, supported by a robust but fair disqualification procedure. In particular, changes introduced by the Small Business, Enterprise and Employment Act 2015, the recommendations of the Graham Report and the Insolvency (England and Wales) Rules 2016

This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company ("GmbH") and the German Stock Corporation ("AG"). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company ("SE").

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Consumer Bankruptcy and over-indebtedness is an emerging field throughout the world. This book provides a comparative appraisal of global developments in this area. It is one of the first book length publications focusing on comparative consumer bankruptcy and over-indebtedness. It combines theoretical and empirical studies of bankruptcy regimes and consumer credit in civilian and common law jurisdictions as well as exploring current reform trends. The book will be of interest to academics, policymakers and law reformers as well as to practitioners.

The International Corporate Law Series is dedicated to the publication of scholarly writing on issues in the area of international and comparative corporate law. This volume includes contributions from the following: Dr Adedeji Adekunle of the University of Lagos writing on Nigerian corporate regulation; Professor Stephen Bottomley of the Australian National University writing on corporate governance; Professor John Braithwaite of the Australian National University and Dr Peter Drahos of the Queen Mary Intellectual Property Research Institute writing on the globalisation of corporate regulation; Professor Yves Chaput of the Universite de Paris I writing on developments in French corporate law; Rasiah Gengatharen of the University of Western Australia writing on corporate law reform and futures regulation in Australia; Dr John Gillespie of Deakin University writing on the transplantation of company law in Vietnam; Desmond Guobadia writing on developments in Nigerian corporate law; Jean-Phillipe Robe writing on the globalised enterprise within the world economy; Richard Tudway writing on the juridical nature of the corporation; and Professor Junko Ueda writing on recent developments in Japanese corporate law.

The expert papers contained in this volume compare and contrast different corporate law systems as regards governance of publicly held corporations. The aim of the book is to assess how differences in economic systems affect the corporate law system and how the corporate law system in turn affects the economy. This work offers a comprehensive survey of important corporate law systems and a detailed analysis of the legal significance of corporate governance mechanisms and their impact on the corporate law system. The topics covered include shareholders' rights, role of the annual general meeting, structure of the board of directors, rights of disclosure, role of auditors, voting systems, fiduciary duties and methods of enforcement. The authors focus on the issues of accountability and the relation between the various actors within a corporation. The legal analysis takes full account of economic reality and detailed economic data support the legal arguments presented. This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome, and by the Brooklyn Law School Center for the Study of International Business Law.

Contracting with Companies surveys the main rules of company law governing the making of contracts with companies. It adopts an economic perspective, examining these rules in terms of the risks they apportion between companies and parties contracting with them. It reviews the use that has been made of economics in the analysis of company law and considers what guidance this can provide in analyzing corporate contracting. The book then examines the relevant law and the issues raised by this law, covering the role of corporate constitutions as the source of the authority of corporate agents, the mechanisms of corporate activity and decision-making, the identification of corporate contracting parties, pre-incorporation contracts and other contracts with non-existent companies, the contractual power of a company's board, the protection of parties dealing with subordinate corporate agents and the regulation of contracts in which a director has a conflict of interest.

A recognized study of the disparate roles that corporate attorneys play in representing and advising their institutional clients. Long passed around and cited by scholars and practicing lawyers as an unpublished manuscript, this book insightfully explores the choices that lawyers, managers and executives make about how lawyers are involved in corporate processes. In the companies studied, Professor Rosen showed that corporate lawyers were repeatedly intertwined in decisions-beyond those regarding mere legal compliance-ranging from finance to production to sales to returns to litigation. But the how, when and consequences of their involvements varied. The book analyzes these variations. It examines relations between inside and outside counsel and the management of the corporate legal function. It locates them in a taut framework of organization theory and institutional behavior, a frame and application since recognized for its cogency and explanatory power.The author, now a senior professor at the University of Miami Law School, calls on attorneys to understand the organizational context of their work. His book repeatedly calls out attorneys who ill serve their clients because they failed as organizational analysts. It has since been recognized by legal, ethical, and sociological theorists as a rich resource of corporate analysis and the divergent roles that lawyers play.The groundbreaking research was conducted at six major manufacturing companies as Rosen interviewed a triad of inside counsel, outside counsel and managers who worked on particular problems. This novel method allowed self-serving statements (especially by the lawyers involved) to be checked and placed in realistic context. More important, because it triangulated how the legal problem was understood, the method brought out how the legal task had been structured. The frames that the lawyers, managers and organization imposed on the legal problems varied widely-and the sources and consequences of these variations are explained.The book's published edition is newly available, but the manuscript has already earned scholarly impact and praise. For example, the Yale Law Journal noted in 1996 that "Rosen's important manuscript is widely cited in recent literature on legal professionalism." It has been cited in articles in the law reviews of Boston University, Indiana, Maryland, and Emory, and the Law & Society Review. At bottom, researchers and pundits on corporate theory and lawyers' roles have already had to account for this telling study, and at last they can readily reference it in a quality published format.

The objective of this book is twofold. First, it presents the economics of minority shareholdings, under both merger and antitrust law. In particular, economic analysis provides both an overall assessment of minority shareholdings in the context of concentrations, and Articles 101 and 102 TFEU and the examination of the link between non-controlling minority shareholdings, merger control and antitrust law. Second, the book also provides a legal assessment and an analysis of selected case law. According to settled European case law, minority shareholdings are analysed not only under Regulation 139/2004, but also under Articles 101 and 102 TFEU. Nevertheless, according to current enforcement practice at European and international levels, several national competition authorities have adopted different approaches. The million dollar question is whether the existing regulatory framework is sufficient to cover all possible cases. In summary, the book will be a useful tool for students, practitioners, researchers, economic and legal experts and competition authorities. It provides a comprehensive survey of the subject, which has been missing until now and answers many questions that have been raised in the literature in the last decades.

The evolution of partnership forms is stimulated by powerful economic forces that can lead to widespread prosperity and wealth creation for a society. Given the importance of closely held firms in the United States and Europe, "The Evolution of Legal Business Forms in Europe and the United States argues that partnership law should trouble itself less with historical and descriptive arguments about the legal rules and structure of the partnership form and focus much more on the new analytical apparatus of the economics of organizational form as well the fundamental economic learning that informs the debates on limited liability, partnership rules regarding management and control, conflict resolution and fiduciary duties. Introducing and extending the best available theories from law and economics, particularly those from the theory of the firm, This book's analysis demonstrates that the patterns of European partnership law and is recent history are best understood from an economic and comparative law perspective. By examining the economic theories of the firm and the economics of organization choice, "The Evolution of Legal Business Forms in Europe and the United States conceives partnership-type business forms as contractual entities. The key feature of the modern partnership form is that partners have significant flexibility and power to limit their liability, transfer all of their rights, and to freely exit the firm. Another key feature of partnership law is the insight that lawmakers should provide the rules and enforcement mechanisms to regulate the important relationships within the partnership. This book applies an efficiency test to determine which sets of default rules arelikely to resolve the main problems in partnerships. Having identified partnership law with the economic theory of organization, "The Evolution of Legal business Forms in Europe and the United States then goes to argue that most of partnership law is directed at offering bundles of legal rules for different types of firms. Lawmakers should promote partnership rules that attract investors and can be expected to be efficient if they allow entrepreneurs to freely select the bundle of rules that best match their priorities. In a modern vision of partnership law, lawmakers promote economic welfare through creating non-mandatory rules that allow multiple businesses to switch to a favorable business form without significant costs. Jurisdictions plagued by falling incorporations and low levels of small and medium business activity, should abandon the mandatory and standardized framework and the 'lock in' effect that it promotes, and focus on the mechanisms of legal evolution and rules that tend to mimic the market. This innovation work will have ramifications felt across European jurisdictions, and will be debated by a large audience of policymakers and academic lawyers involved in law reform. Moreover, the book will receive serious attention from students of law and economics, as well as practising lawyers involved in resolving complex issues of organizational law.

This volume presents an overview of the essential aspects of the legislation, regulation and legal practice affecting due diligence in corporate acquisitions in various countries around the world. Every report highlights the key features of the due diligence regime, including: whether or not there exists a legal obligation to perform due diligence; a lawyer's duty of care and consequences of breach; rules regarding general scope and standard of due diligence; standard due diligence checklists with separate commentary on the most important aspects; European legislation and regulation where appropriate; the role of outside experts; and the form of the due diligence report. This work aims to be of practical and comparative value to lawyers active in the corporate law field.

The aim of this book is to provide a shareholder investing in a foreign company with practical information on the various means of protection and the ways in which such protection can be judicially enforced in the respective foreign country. It contains 15 reports on almost all of the major European jurisdictions as well as on the USA. The reports answer such questions as: what are the requirements for shareholders' resolutions?; what rights of information does a minority shareholder have?; how can he influence the decision-making process?; and does a minority shareholder have the right to demand a dividend and to participate in capital increases?

Written from the perspective of a practising company lawyer, this work is principally concerned with two broad duties owed by directors of British and Australian companies: to act honestly, in good faith and for proper purposes; and to exercise care and diligence. Public attitudes towards directors have altered since the mid-1980s, and the business community has raised its expectations of directors. In response to this shift in public feeling, parliament and the judiciary are adopting a new approach to directors' duties, widening the scope of duties imposed on directors and encouraging a more rigorous approach to corporate governance. This text analyzes this new approach, with reference to English and Australian case-law, and explores the courts' attempts to deal with the myriad of competing interests found within the morass of legal rules, equitable principles and statutory enactment which comprise modern company law. In examining modern case-law and legislation, the author addresses some of the more contentious and controversial issues which directors in the 21st century will need to confront in order to properly discharge the legal, equitable and statutory requirements of their office. The subject of directors' duties is of theoretical and practical importance, from economic, political as well as social perspectives. This text should be of use to all lawyers, policymakers, academics and researchers working in this complex and rapidly changing field of the law.

The survey underpinning this invaluable work was inspired by an increasing appreciation within the EU of the need to achieve some degree of direct tax harmony. The essential starting point for such an undertaking is a set of standardized rules for the computation of EU-wide income. Company law developments point to the International Accounting Standards (IAS) / International Financial Reporting Standards (IFRS) financial statements as a basis from which to work. IFRS are now required for published group accounts and are allowed for single-company financial statements. However, as explained in the text, there are serious drawbacks to basing any form of national taxation on IFRS as they stand. IFRS are not designed with tax policy objectives in mind and change too frequently to satisfy any claim to tax legal certainty. Public debate is hampered by a general lack of knowledge of tax accounting customs in other countries, especially as reliable works are often only available in the local language. This comprehensive survey conducted by the universities of Goettingen, Mannheim, and Erlangen-Nuremberg with the support of PricewaterhouseCoopers fills that gap. For the first time, details of the tax computations for corporations from all twenty-five member states of the EU have been collated in a common format and are compared with the IFRS treatment. The book is an invaluable reference work providing the practitioner with a broad range of information on the tax accounting rules in all EU countries. The reader seeking a general impression of the scope of the problem will quickly see the amount of adjustment needed if IFRS is taken as a starting point for designing a set of common tax accounting rules. The reader seeking a basis for taking an active part in the public debate will find a wealth of detail in the Appendices showing exactly how each country computes taxable income and grants tax incentives. The work, unrivalled in the literature, addresses a major knowledge deficit; its tabular form presentation allows exact comparison between all EU countries as well as between the present rules of any one country and the IFRS requirements.

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.

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.

The number of hedge funds and the assets they have under management has increased in recent years. This increase became significantly more pronounced after the market downturn in 2001. Hedge funds can help investors to benefit from volatile and even sinking stock markets. However, despite the prominent use of the word "hedge" in their name, such funds rarely offer a safe hedge against risk, given that they depend heavily on skill-based investment techniques and often invest in highly speculative financial instruments. Nevertheless, such funds received no specific treatment in the legislation of such major markets as Germany and the United States for years. Against the backdrop of international regulatory concern for hedge funds, the Institute for Law and Finance (ILF), in cooperation with Deutsches Aktieninstitut e.V. (DAI), brought together leading scholars, lawyers and bankers, to assess the risks, opportunities and regulatory challenges that hedge funds present. At the time of the conference, German lawmakers were still discussing the need and possible content of a new law. The fruit of their discussions was the German Investment-Modernization Act (Investmentmodernisierungsgesetz), which entered into force on January 1, 2004, and increased the attractiveness of offering hedge fund products in the German market. This inaugural volume of the Institute for Law and Finance Series contains the proceedings of the ILF/DAI May 2003 conference entitled "Hedge Funds: Risks and Regulation," and presents papers discussing the economic characteristics of and regulatory strategies for addressing hedge funds. The first two papers examine hedge funds from an economic perspective. Alexander M. Ineichen, Managing Director and Global Head of AIS Research at UBS, reveals the economic reality of hedge funds from the myths that has surrounded them. Then Franklin R. Edwards, Professor and Director of the Center for the Study of Futures Markets of the Columbia Business School in New York explains how the regulation of hedge funds should be tailored to their core economic reality and the goals of financial stability and investor protection. Next, Marcia L. MacHarg, a partner of Debevoise & Plimpton LLP, Ashley Kovas, a Manager in the Business Standards Department of the Financial Services Authority, London, and Edgar Wallach, a partner of Hengeler Mueller, present the state of the relevant regulatory structures in the United States, the United Kingdom, and Germany, respectively. The book then closes with an analysis of corporate structures used for German hedge funds, offered by Kai-Uwe Steck, a member of the German Asset Management practice group of Shearman & Sterling LLP.

This volume comprehensively reviews the new system of enterprise law being developed by the legal systems of the world to deal with the modern corporations, and considers its implications for international law and foreign relations law. It concludes with the very first discussion of the jurisprudential implications of this major legal development.

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics. Contributors: R.B. Ahdieh, V. Atanasov, S.M. Bainbridge, B. Black, M.M. Blair, M.T. Bodie, C.S. Ciccotello, D.C. Clarke, L.A. Cunningham, A. Darbellay, S.M. Davidoff, L.M. Fairfax, F. Ferri, J.E. Fisch, T. Frankel, R.J. Gilson, S.J. Griffith, C.A. Hill, R. Kraakman, D.C. Langevoort, I.B. Lee, B.H. McDonnell, R.W. Painter, F. Partnoy, D.G. Smith, R.S. Thomas, R.B. Thompson, D.I. Walker, C.K. Whitehead

Takeover bids are important for the internal market because they contribute to market integration and to business consolidation in accordance with the EC Treaty provisions on freedom of establishment. The Takeover Bid Directive of 2004 is designed not only to protect the interests of the holders of securities of companies (in particular, those with minority holdings), but also to promote EU-wide clarity and transparency in respect of legal issues to be settled in the event of takeover bids and to prevent patterns of corporate restructuring from being distorted by arbitrary differences in governance and management cultures. Analysing the Takeover Bid Directive in the light of EU Law, this important monograph examines the extent to which the Directive facilitates the exercise of the fundamental freedom of establishment and the free movement of capital in the internal market. The analysis begins with a discussion of the fundamental freedom of establishment of companies, as well as of the legal bases for the harmonization of company law and capital markets law at EU level. Additionally, the significance of corporate mobility and of the freedom of establishment case law of the European Court of Justice for the takeover process is analysed. The author shows that, far from achieving market integration in the field of EU company law, the Takeover Bid Directive is a compromise resulting from the very different legal and policy approaches of the Member States in the field of takeover regulation. Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires the board to obtain the prior authorization of the general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, restricting significant transfer and voting rights during the time allowed for acceptance of the bid. Other relevant legal issues covered in the course of the analysis include the following: A { the right of establishment as a right of legal persons; A { vertical vs. horizontal direct effect; A { regulatory competence to harmonize the internal market; A { the Financial Services Action Plan and the Company Law Action Plan; A { effect of the principle of subsidiarity; A { the Takeover Report of the High-Level Group of Company Law Experts; A { the mandatory bid rule; A { squeeze-out and sell-out rights; A { the non-frustration/board neutrality rule; and A { the reciprocity rule. Company lawyers, managers, and investors in European undertakings will benefit from the author A|s well-informed analysis of the extent to which obstacles to cross-border takeovers addressed by the Directive, or indeed left intact by the Directive, are to be regarded as restrictions on the right of establishment, or simply as obstacles in practice to making a successful takeover bid. It may be anticipated that some of the insights to be discovered in this work will find their way into EU law in the coming years.

With a mature market economy and political stability, Uzbekistan has developed a strong legal regime that both fosters and protects business activity. Among the CIS countries it is considered to be second only to Russia in its attractiveness to foreign investors. This updated edition of a resource for businesses and their counsel presents reliable English texts, in the translations of W.E. Butler, of all the principal enactments affecting business activity in Uzbekistan. All texts are current as of April 2000. The book provides laws and implementing rules covering such areas as the following: joint-stock societies and other corporate vehicles; regulation of enterprises with foreign investments; business incentives; rights of stockholders; registration and liquidation procedures; banking; securities and the stock exchange; taxation; and bankruptcy.

Until recent years, formal bank insolvency proceedings were rare occurrences, with governments more often than not coming to the rescue of failing banks. As a result, few studies relating to bank failure have paid much attention to the regulatory framework for failing banks and the conduct of formal bank insolvency proceedings. However, in the aftermath of the Asian financial crisis, more attention has been focused on issues of bank insolvency. Structural reforms in the banking sector of various Asian countries, in particular the implementation of effective exit rules to expel insolvent and non-viable banks from the market, have been considered of primary importance to restoring confidence in the troubled banking sector. In addition, the ability of governments within the European Union to rescue insolvent banks has been significantly limited by strict rules on competition, suggesting that failing banks will become increasingly subject to insolvency proceedings. This text compares the legal framework for dealing with insolvent banks in Western Europe, the United States and Canada, identifying the distinctive features of each regime and discussing the main issues and choices in dealing with failing banks. It also examines the implications of a cross-border bank insolvency, and considers different approaches to the problems it raises, including the supranational approach of the proposed European Directive on the Reorganization and Winding-up of Credit Institutions. This work should be of value to lawmakers, to consultants and scholars engaged in technical assistance work, and to those who advise the legislators and officials involved in devising a legal framework for bank insolvency. It should also be of interest to practitioners and in-house counsel working in the field of banking and corporate law.

On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company. The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic.

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.