This in-depth comparative examination of the derivative action in Asia provides a framework for analysing its function, history and practical application and examines in detail how derivative actions law works in practice in seven important Asian jurisdictions (China, Hong Kong, India, Japan, Korea, Taiwan and Singapore). These case studies allow an evaluation of a number of the leading Western comparative corporate law and governance theories which have come to define the field over the last decade. By debunking some of these critically important theories, this book lays the foundation for an accurate understanding of the derivative action in Asia and a re-examination of the regulation of the derivative action around the world.

The second edition of this important work provides an invaluable reference guide for legal practitioners advising on matters relating to company shareholders. Fully revised and updated, it addresses the major legal developments since the first edition, including key cases in relation to the expropriation of minority shareholders such as Charterhouse Capital Ltd, re Coroin, and Assenagon Asset Management SA v Irish Bank Resolution Corp Ltd. There is also discussion of cases relating to the commencement of derivative proceedings such as Kleanthous v Paphitis. Developments relating to creditors' and members' schemes are also covered, and the limitations of contractual control are considered throughout. New chapters have been added on nominee directors and offshore jurisdictions. The chapter on responding to derivative claims has been extensively updated to take account of recent cases which consider the statutory procedure for commencing derivative proceedings under the Companies Act 2006. The Law of Majority Shareholder Power continues to be the go-to work for company lawyers and majority shareholders.

The 'corporate social responsibility' ('CSR') movement has been described as one of the most important social movements of our time. This book looks at what the CSR movement means for multinationals, for states and for international law. International law is often criticized for being too 'state-centred', and ill-equipped to deal with the challenges of globalization. However, drawing from many and varied examples of state, NGO and corporate practice, this 2006 book argues that, while international law has its limitations, it presents more opportunities for the CSR regulation of multinationals than many people assume. The main obstacles to better regulation are, therefore, not legal, but political.

The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples for the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, 'golden shares' or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia.
This book presents timely research by a number of company law and EU law experts into this field of law. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.

The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. But although it is now widely acknowledged that good corporate governance is a linchpin of good corporate performance, a significant debate remains over exactly how to improve corporate governance and its impact on corporate and overall economic performance. This book offers a uniquely diverse and forward-looking set of approaches from leading experts, covering the major areas of corporate governance reform and analysing the full range of issues and concerns. This volume offers a host of innovative and original suggestions on how corporate governance can continue to improve. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practising lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.

The adoption by companies of Corporate Social Responsibility (CSR) policies is routinely characterised as voluntary. But if CSR is self-governance by business, it is self-governance that has received a firm push from external social and market forces, from forces of social accountability. Law is also playing a more significant role than the image of CSR suggests, and this legal accountability - the focus of the book - is set to increase. Legal intervention should not, however, be seen as making social accountability redundant. Wider ethical standards and social and market forces are also necessary to make legal regulation effective. Law is being brought into play in innovative and indirect ways. The initiative lies as much with private organizations as with the state. At the same time governments are using social and market forces to foster CSR. In the context of corporate social responsibility, a new, multi-faceted, corporate accountability is emerging.

Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.

This book offers a comprehensive examination of the issues surrounding corporate compliance. Should corporations comply with the spirit or the letter of the law? What role does compliance play in a capitalist market economy? Why is it that otherwise law-abiding citizens are willing to implement corporate compliance strategies that are seemingly at odds with their personal values? Dr Donovan responds to these questions and more, providing a persuasive argument for the legitimate role of spirited compliance within a market economy. In doing so, she employs the lens of classical liberal ideology, challenging the widespread view that technical compliance is simply 'capitalism.' In an examination that has relevance beyond the compliance arena, the author also explores how the architecture of the firm facilitates the often atypical compliance decisions that individuals make when acting within a corporate setting. The book draws on social psychology to offer important insights into how the often-elusive goal of corporate behavioural change can be achieved, for the benefit of both the market and society as a whole. Joint runner-up of the 2021 SLS Peter Birks Prize for Outstanding Legal Scholarship.

This supplement to the second edition of Insolvency in Private International Law covers the key developments in case law and legislation in the subject up to October 2006, and is an essential purchase for all who have already bought the main work. It includes the full text of the Cross-Border Insolvency Regulations 2006, along with commentary on the regulations. The supplement also includes the text of Council Regulation 694/2006, amending EC Regulation 1346/2000 on insolvency proceedings, and references to key developments in case law, including Eurofood IFSC Ltd, Daisytek ISA, and Cambridge Gas Transport Corp v Official Committe of Unsecured Creditors of Navigator Holdings plc. The commentary on case developments links back to the relevant paragraph in the main work. The main work deals with the problems generated by those cases of insolvency (either of an individual or of a company) where the presence of contacts with more than one system of law brings into operation the principles and methods of private international law (also known as conflict of laws). Part I of the main work is mainly devoted to an examination of the body of rules and practice that has evolved in England during the course of the past two-and-a-half centuries, and surveys the current state of the law derived from a blend of statutory and case authorities. Contrasting approaches under a selection of foreign systems - principally Australia, Canada, France and the USA - are examined by way of comparison. There are up to date accounts of the circumstances under which insolvency proceedings can be opened in respect of debtors which are not primarily based in England, and of the grounds on which English courts will recognise foreign insolvency proceedings and give assistance to the foreign representative of the debtor's estate. Part II of the main work explores the progress towards the creation of international arrangements to co-ordinate and rationalise the conduct of insolvency proceedings which have cross-border features, particularly where the debtor is capable of being subjected to concurrent proceedings in two or more jurisdictions. Central to the developments described in detail in this Part are the EC Regulation on Insolvency Proceedings, in force throughout the UK since May 2002, and the UNCITRAL Model Law on Cross-Border Insolvency, which was due for enactment in the UK. The main work of the second edition and the supplement are also available as a set (ISBN 9780199214952: GBP160)

The 'corporate social responsibility' ('CSR') movement has been described as one of the most important social movements of our time. This book looks at what the CSR movement means for multinationals, for states and for international law. International law is often criticized for being too 'state-centred', and ill-equipped to deal with the challenges of globalization. However, drawing from many and varied examples of state, NGO and corporate practice, this 2006 book argues that, while international law has its limitations, it presents more opportunities for the CSR regulation of multinationals than many people assume. The main obstacles to better regulation are, therefore, not legal, but political.

The importance of disclosure as a regulatory device in company law is widely recognized. This book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

Das Verhaltnis von Verbraucherschutz und Gesellschaftsrecht spielt in jungerer Zeit insbesondere im Zusammenhang mit der Beteiligung an geschlossenen Fonds eine erhebliche Rolle. Angesichts des oft unbefriedigenden wirtschaftlichen Verlaufs erklaren Anleger immer haufiger den Widerruf nach Hausturwiderrufs- oder Verbraucherkreditrecht. Kontrovers wird auch in der Rechtsprechung insbesondere die Frage beurteilt, inwieweit die Regeln uber die fehlerhafte Gesellschaft einer Ruckabwicklung nach Rucktrittsrecht vorgehen mit der Folge, dass der Anleger anstelle seiner Einlage lediglich das Auseinandersetzungsguthaben beanspruchen kann. Einer umfassenden Interessenanalyse, die auch die Rechtslage bei der stillen Gesellschaft einbezieht, schliesst sich die Eroerterung der Konsequenzen fur konkurrierende Schadensersatzanspruche an. Abgerundet werden die Ausfuhrungen, die jeweils in konkrete Loesungsvorschlage munden, durch einen rechtspolitischen Ausblick.

This collection uses economic analysis to study some of the most pressing issues in corporate law. The last decade has brought certain corporate transactions and arrangements to the forefront of public attention and public debate. At the same time, a new mode of corporate law analysis has been developed - one that uses the tools of economics to identify the consequences and desirable features of corporate law rules. By bringing together work at the frontier of this method of analysis, the volume provides a good picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the chapters focus directly on the corporate control transactions that have recently attracted the most interest and controversy - corporate takeovers, buy-outs, recapitalizations, and reorganizations.

Die Auslegung des Teilbetriebsbegriffes im Steuerrecht beschaftigt seit Jahrzehnten Rechtsprechung und Wissenschaft. Im Rahmen des Umwandlungssteuergesetzes (UmwStG) werfen die Umstrukturierung der Einbringungstatbestande durch das SEStEG 2006 neue Fragen zum Verstandnis des Teilbetriebes auf. Der Autor untersucht insbesondere die europarechtlichen und verfassungsrechtlichen Pramissen bei der Auslegung der 20 und 24 UmwStG und analysiert Widerspruche in der Begrundung und Systematik der AEnderung des UmwStG. Auf dieser Grundlage stellt er die Auslegung des Teilbetriebsbegriffes in den neu gefassten Einbringungstatbestanden des UmwStG dar.

This book is the first detailed and comprehensive research of the history of the Cape Town Convention and its protocols. It critically engages with the challenges faced by the developers of this treaty, analyses thousands of pages of archived materials and derives important lessons for the development of transnational commercial law globally. The book is an invaluable addition to the existing literature on the Cape Town Convention. It also informs the debate about harmonisation of secured transactions regimes generally, and as such will be of interest to academics, legal practitioners and the judiciary involved in secured transactions law around the world. Practising lawyers will better understand the rationale behind the key provisions of the Cape Town Convention, while the treaty-making lessons will assist governmental officials, representatives of international organisations and legal advisors engaged in harmonisation of commercial law. The text covers all four protocols to the Cape Town Convention, including the MAC Protocol adopted on 22 November 2019 in Pretoria.

In 1992, an underground explosion at the Westray Mine in Plymouth,
Nova Scotia, killed twenty-six miners. Although the owners of the mine
were charged criminally, no one was convicted, largely because it was
deemed too difficult to determine legal responsibility.
More than a decade after the Westray disaster, the federal
government introduced revisions to the "Criminal Code" aimed at
strengthening corporate criminal liability. Bill C-45, dubbed the
Westray bill, requires employers to ensure a safe workplace and
attributes criminal liability to organizations for seriously injuring
or killing workers and/or the public. Yet, while the federal government
declared the Westray bill an important step, the law has thus far
failed to produce a crackdown on corporate crime.
In "Still Dying for a Living, " Steven Bittle turns a critical
eye on Canada's corporate criminal liability law. Drawing
theoretical inspiration from Foucauldian and neo-Marxist literatures
and interweaving in-depth interviews and parliamentary transcripts,
Bittle reveals how legal, economic, and cultural discourses surrounding
the Westray bill downplayed the seriousness of workplace injury and
death, effectively characterizing these crimes as regrettable but
largely unavoidable accidents. As long as the primary causes of
workplace injury and death are not properly scrutinized, Bittle argues,
workers will continue to die in the pursuit of earning a living.Steven Bittle is an assistant professor in the
Department of Criminology at the University of Ottawa.

What is the importance of Sections 302 and 404?

"Implementing" SOX using COSO and COBIT

SOX's impact on foreign companies andnonprofits

Achieving cost-effective sustainable compliance

The evolving role of the SEC and the PCAOB

Praise for ESSENTIALS OF SARBANES-OXLEY

"Since its enactment in 2002, the Sarbanes-Oxley Act and its Section 404 internal control requirements have caused many a great deal of 'pain and suffering!' With its emphasis on what Sanjay Anand frequently reminds us is the 'real world, ' this book should reduce some of that pain as it provides a practical and very realistic approach for an effective implementation of Sarbanes-Oxley internal control processes. The book has references to the new changes in auditing standards and emphasizes achieving sustainable compliance--practical and realistic approaches."
--Robert R. Moeller
President, Compliance & Control Systems, Inc.

"Sanjay Anand has provided what every busy executive needs, a concise overview of Sarbanes-Oxley Act essentials. His book is a terrific reference text that I recommend to anyone who needs to quickly understand the substance of the Act."
--Scott Green
Chief Administration Officer Weil, Gotshal & Manges LLP

"If you are looking to put together the various pieces--finance, accounting, audit, legal, IT, ethics--and understand the 'big picture' of the Sarbanes-Oxley Act, there is no other book like this. With 'Tips & Techniques' and 'In the Real World' examples, this book brings lively, practical, tangible, and compressible dimensions to a complex, multifaceted (and often dry) subject. This is essential reading for those new to the process and old hands going intotheir third and fourth years of SOX. It will also help those in other countries adopting SOX-like internal controls and regulations."
--Dr. Anthony Tarantino
Governance, Risk, and Compliance Center of Excellence
IBM, Financial Services Sector, Silicon Valley and New York City

Written by Sanjay Anand, one of the world's leading corporate governance, risk management, and regulatory compliance experts, this simple to use book is designed with appreciation for demanding professional obligations, with information always easy to find and at your fingertips. Essentials of Sarbanes-Oxley equips you with the knowledge you and all your company members need to initiate a SOX project, allocate a budget, and help your company achieve compliance.