In the minds of some, complying with the U.S. Foreign Corrupt Practices Act and related laws is easy: 'you just don't bribe.' The reality, as sophisticated professionals should know, is not so simple. This book is for professionals across various disciplines who can assist in risk management and want to learn strategies for minimizing risk under aggressively enforced bribery laws. Written by a leading expert with real-world practice experience, this book elevates knowledge and skills through a comprehensive analysis of all legal authority and other relevant sources of information. It also guides readers through various components of compliance best practices from the fundamentals of conducting a risk assessment, to effectively communicating compliance expectations, to implementing and overseeing compliance strategies. With a focus on active learning, this book allows readers to assess their acquired knowledge through various issue-spotting scenarios and skills exercises and thereby gain confidence in their specific job functions. Anyone seeking an informed and comprehensive understanding of the modern era of enforcement of bribery laws and related risk management strategies will find this book to be a valuable resource including in-house compliance personnel, FCPA and related practitioners, board of director members and executive officers.

'Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts. There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated. No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors do with range, depth, confidence and even a bit of panache. This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.' Stephen B. Presser, Northwestern University and the author of Piercing the Corporate Veil The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest allows for more risks to be taken at a lower cost. This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines limited it not only in an American context, but internationally, as the authors consider issues of limited liability in Britain, Europe and Asia. Stephen Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.

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 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.

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.

Directors are key decision-makers in any organisation, whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors duties for the first time and describes the director as the most likely to promote the success of the company for the benefit of its members as a whole .

This book addresses key tensions and problems involved in the duties and responsibilities of the director in promoting success, including corporate culture and credibility, trust, risk and uncertainty, collective responsibility, and the degree of control. The book considers directors decision-making in both private and public sector organisations and explicitly examines aspects of decision-making during periods of financial distress. The book compares the legal contexts of director s decisions in the UK to those of the USA, Germany and Australia, and takes an interdisciplinary approach in its combination of management theory, economic theory and behavioural studies. In doing so the book addresses issues key to the understanding of corporate governance in light of recent financial crises."

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 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.

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.

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.

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.

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.

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 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.

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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.

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.

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.

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.

In the wake of the legality crisis that has affected a number of prominent companies in the last decade, studies have reinforced the growing conviction that the board of directors, as legally constituted in leading jurisdictions, is not able to balance the power of controlling shareholders and that of the company's executives. The perennial issue of the dynamic between corporate ownership and management has thus taken a far-reaching new turn that tends to favour larger and more effective participation and involvement of shareholders in corporate governance. Proceeding from the shareholder's perspective, this book examines the law of public companies in Italy, France, the United Kingdom, Germany, and the United States. Law professors from each of the five jurisdictions analyse the role of the shareholder as a member of the corporate organization and as an investor, with attention to the listing process, the size and relevance of the securities market, the ownership structure of public companies, the division of powers within the company, the role of the general meeting of shareholders, minority rights, remedies, public authorities, and takeovers. As might be expected, the debate is quite heated, covering such topics as the following: * how institutional investors are changing the terms of the collective action problem; * ever-increasing political and public demands for more disclosure and transparency; * conflicts of interest among controlling shareholders; * convergence of the traditional 'insider' and 'outsider' financial systems; * internal agreements protecting the position of minority shareholders; and * directors' remuneration. The authors describe a number of possible mechanisms designed both to balance directors' and managers' powers and promote efficiency - proposals that also represent a means to offer legitimacy for the modern company towards society as a whole. This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.