The downturn in the oil commodity price starting in 2014 had a chilling effect on oil and gas M&A. However, recent price stabilisation has improved the outlook for M&A activity, making a second edition of this book most timely. A feature of the M&A industry has always been its variety of participants, ranging from integrated energy conglomerates to entrepreneurial frontier explorers. New entrants include state-owned oil companies, financial investors, diversifying service contractors and oil traders. With the growth of specialist stock markets, junior and independent oil companies are better able to raise acquisition finance than ever before, and companies specialising in end-of-life reservoirs are filling the spaces left as oil majors go in search of new opportunities. Transaction types are also diverse and are completed using a variety of different deal structures. As well as providing chapters on each type of acquisition method, this book also includes an analysis of the underlying structuring decisions. In addition, this practical guide covers a number of ancillary areas, including valuations, financing, tax and accounting. Decommissioning liability is also considered in an M&A context. A number of new chapters are also featured, covering topics such as competition law, environmental law and dealing with material adverse changes. This comprehensive new edition will prove an essential resource to anyone involved in the upstream industry M&A process including lawyers, bankers, financiers, business executives, accountants and tax advisers.

The nonprofit sector is a vital component of our society and is allowed the greatest freedom to operate. The public understandably assumes that since nonprofit organizations are established to do good, the people who run nonprofits are altruistic, and the laws governing nonprofits have reflected this assumption. But as Marion Fremont-Smith argues, the rules that govern how nonprofits operate are inadequate, and the regulatory mechanisms designed to enforce the rules need improvement.

Despite repeated instances of negligent management, self-interest at the expense of the charity, and outright fraud, nonprofits continue to receive minimal government regulation. In this time of increased demand for corporate accountability, the need to strengthen regulation of nonprofits is obvious. Fremont-Smith addresses this need from a historical, legal, and organizational perspective. She combines summaries and analysis of the substantive legal rules governing the behavior of charitable officers, directors, and trustees with descriptions of the federal and state regulatory schemes designed to enforce these rules. Her unique and exhaustive historical survey of the law of nonprofit organizations provides a foundation for her analysis of the effectiveness of current law and proposals for its improvement.

This book provides the first comprehensive treatment of out-of-court restructuring and post-commencement insolvency financing in the corporate group setting, domestically and internationally. Bringing together a collection of distinguished contributors-academics and practitioners at the forefront of insolvency practice and law reform efforts-the book addresses and critiques "state of the art" practice and work-arounds for financing out-of-court restructurings as well as judicial reorganisations, going-concern liquidations and administration proceedings of financially distressed global business groups. The book opens with a detailed introduction from the editors which provides an overview of domestic law issues and an exploration of principles guiding judicial and administrative cooperation to facilitate group financing in cross-border cases. The final section analyzes regional and global law reform and harmonisation progress to date. This book is a valuable resource for practitioners who must structure (and courts that must approve) financing for global enterprise groups in reorganisation. With another wave of global corporate group failures anticipated, practitioners, courts and policy makers are well served by a work describing cutting-edge advances in this field in domestic and cross-border cases.

The Middle East and North Africa (MENA) region is a growing market which is attracting increasing interest from local and foreign investors alike. With competition on the rise, the region has also seen significant developments in M&A activity. This trend has been driven by investors from around the world, drawn by the opportunities that the region has to offer, and by local companies seeking to consolidate their market share. Although the entire MENA region has unique investment potential, each jurisdiction presents specific opportunities and challenges in the context of M&A deals. This book highlights the idiosyncrasies and trends that define and distinguish each jurisdiction, while providing up-to-date and practical advice for legal professionals advising on deals. In-house lawyers and potential investors will also benefit from this valuable guide. It is designed to assist professionals in keeping pace with potential M&A transactions in which they are involved, and to provide insight into common business practices and challenges in the region. This book includes country chapters on Bahrain, Egypt, Jordan, Lebanon, Kuwait, Morocco, Oman, Qatar, Saudi Arabia, Tunisia and the United Arab Emirates. Each chapter provides an overview of the jurisdiction's corporate and commercial context, an analysis of the business environment and a guide to the requirements and challenges of conducting M&A transactions on the ground, including coverage of structuring, merger agreements, post-merger issues and case studies. M&A in the Middle East presents unique insights into each market. It is a practical guide that assists those involved in M&A deals in managing risk and expectations, while also ensuring that deals are closed as efficiently as possible.

The Law of Limited Liability Partnerships, Fifth Edition is an indispensable book for all those who advise on the legal and taxation aspects of incorporating and running an LLP. It combines concise description, practical guidance and penetrating analysis of problem areas. It also offers an international perspective through a comparative analysis of the UK LLP structure and those being enacted overseas in Canada, Dubai, India, Japan, Qatar, Singapore, the USA and other jurisdictions. Comprehensively setting out the law of LLPs in England and Wales, the Fifth Edition includes coverage and analysis of: - Newey J's decision in Hosking v Marathon Asset Management LLP [2017] on the application of the fiduciary forfeiture rule to LLP profit sharing - the Court of Appeal decision in Grupo Mexico de CV v Registrar of Companies [2019] on rectifying the companies and LLP registers - recognition of the limited liability of foreign LLPs in the light of the Privy Council decision in Investec Trust (Guernsey) Limited v Glenella Properties Limited [2018] - ICC Jones's decision in McTear v Eade [2019] in relation to provability of debts owed to members and insolvency setoff - decisions on section 214A of the Insolvency Act 1986 - further development of the law on repudiation of LLP agreements - the continuing development of the law on discretionary decision making in the light of the Supreme Court decision in BP Shipping v Braganza [2015] and on duties owed by LLP members - decisions on derivative claims in Harris v Microfusion 2003-2 LLP [2016] and Kallakis v AIB Group PLC [2020] - administration orders in Patley Wood Farm LLP v Brake [2016] Specialist contributors have written chapters on: Financial Services Regulation and LLPs; Taxation of LLPs; Members and Discrimination; and Whistleblower Protection.

Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.

This second edition provides updated and practical analysis of restructuring under English and New York Law. Since the publication of the previous edition, certain areas of restructuring law have received particular attention. Waivers, amendments, and standstills, and in particular "snooze and lose" and "yank the bank" provisions have continued to develop in the last five years as well as other refinements from the US which are being increasingly used in Europe. The mechanisms for giving effect to debt compromise arrangements, either through Schemes of Arrangement or Chapter 11 pre-packs, have also developed significantly on recent years. There has been a great deal of debate surrounding restructuring and insolvency law in Europe following the recast EC Regulation on Insolvency Proceedings and further developments in various European jurisdictions. The second edition has been thoroughly updated to cover these, and all other major developments in the field to provide a complete and up-to-date guide to restructuring on both sides of the Atlantic. This work provides detailed analysis of areas associated with company restructures including tax and shareholder claims, employee and trade union matters, and pension scheme issues. Additionally the new edition features new or developed chapters on key areas of practical development such as private equity's role in restructuring and specific issues relating to financial institutions, energy, property, airlines and shipping. With coverage of techniques available to both stressed and distressed companies, as well as looking at specialist markets and key stakeholders, The Law and Practice of Restructuring in the UK and US is an invaluable guide for banking, finance, and insolvency practitioners and their clients, and both financial institutions and companies looking to restructure debt, and global accountancy firms and law and business schools worldwide.

LAW FOR BUSINESS, 19E from Cengage Advantage Books provides a practical approach to law that emphasizes the current, relevant topics you need to succeed in business today. Compelling cases throughout this edition highlight recent business challenges, such as trademark infringement, capacity to contract, agency, and employment-at-will. In addition, timely coverage of business ethics and the law provides new insights into recent corporate scandals and indictments. Popular legal authors Ashcroft, Ashcroft, and Patterson combine short chapters and a full-color design with real-world examples and applications. They integrate helpful Learning Objectives and optional online tools, such as the MindTap learning system complete with legal videos, to make business law approachable, engaging and applicable for your future success.

This service provides two looseleaf volumes containing commentary, forms, precedents, new developments and British Company Cases, plus a fortnightly newsletter. It gives lawyers, accountants and in-house advisers all they need to know about this complex area, including coverage of Department of Trade and Industry (DTI) proposals for reform in the DTI fundamental review of core company law. Key benefits include: * Clear jargon-free commentary * British Company Cases contains the full text of the important cases on the subject; cited in the High Court and appellate courts, these reports can be quoted with confidence * New developments division includes ongoing matters of interest and current issues * The Company Law Newsletter summarises the ongoing developments and recent cases in company law and includes topical articles byexpert contributors * You can be confident you are receiving the highest level of accuracy and all the latest developments in one service.

Clarifies the characteristics of shipping, reinsurance and construction chain contracts and how these contracts are structurally formed. The first book to focus on the legal question of the incorporation of arbitration clauses. Relevant to lawyers, practitioners and students dealing with arbitration in shipping, insurance and construction law within English or Singaporean jurisdictions.

This monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach. This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors' ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital. In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied. Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations. This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions). It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.

On 31st December 2020, the Brexit transition period ended and the new EU-UK partnership began. The second edition discusses the new EU-UK partnership, and the related agreements, looking at the effect these will have on businesses trading with the EU. The book then looks at each area pertinent to running a business and looks at the related advantages and disadvantages that arise from Brexit, e.g. the Brexit Trade and Cooperation Agreement, a new points-based immigration system, and customs and VAT rules on imports and exports.

Structured to reflect the process in practice this book focuses on the key commercial, tax and legal issues that arise from business sales. By addressing fundamental issues from the perspective of both the seller and the purchaser it is a perfect handbook for all those involved in such acquisitions. From due diligence through to completion of the share purchase or business transfer agreement it contains clear, expert advice. The 11th edition has been updated to include: - Impact of Brexit in 2020 including on merger law and notifications - "UKGDPR" and Data Protection Act 2018 and latest guidance from the Information Commissioner Guidance including the Data Sharing code of practice - Recent tax changes including reduction in entrepreneurs' relief from capital gains tax from GBP10m to GBP1m Case law such as: - Stobart Group Limited and Anor v. William Stobart and Anor [2019] EWCA (Civ) 1376 (CA) (notices of claims under share purchase agreements) - 116 Cardamon Ltd v MacAlister & Anor [2019] EWHC 1200 (Comm) (damages for breach of warranty under share purchase agreement) - Triumph Controls UK Limited v Primus International Holding Company [2019] EWHC 565 (TCC) (breach of warranty) - Tesco UK Limited v. Aircom Jersey 4 Limited and Aircom Global Operations Limited [2018] EWCA Civ 23 (tax warranty claim) It also includes checklists, draft enquiries, letters of disclosure and a specimen completion agenda, together with an accompanying electronic download containing all the precedents in the work.

This book adopts a historical perspective to highlight, and bring back into focus, the key features of the modern company. A central argument in the book is that legal personhood attaching to an entity containing a corporate fund seeded by shareholders is a direct and inevitable consequence of limited liability and the company's status as a separate legal entity from its shareholders. Management by a board subject to legal duties to the company as an entity that can exist in perpetuity facilitates a long term perspective by the board that can accommodate both shareholder and stakeholder interests. These defining characteristics differentiate the modern company from other business forms. The Making of the Modern Company applies a 21st-century lens to the corporation through its history to identify turning points in its development. It sets out how key features emerged in the course of two separate developmental cycles in English corporate law: first with the English East India Company in the 17th century, and then with general incorporation statutes in the 2nd half of the 19th century. The book's historical perspective highlights that the key features are part of the 'secret sauce' of modern companies. Each cycle coincided with unparalleled periods of economic success associated with corporate activity This book will be of interest to corporate law and governance academics, theorists and practitioners, those who study the company from related disciplines, and anyone who questions why uncertainty still exists about the structure of a legal form that has been described as 'amongst mankind's greatest inventions'.

Charts the company life-cycle from pre-incorporation, through incorporation and culminates with the winding up process, addressing, in detail, the essential requirements in establishing a company, including the steps, procedures and documents that are required during the existence of the corporation. The handbook highlights significant cases and principal judgments that impact on UK company law. Checklists guide you through legislative provisions and their application to the day-to-day running of a business throughout its life-cycle, and key definitions at the end of each chapter make it accessible by simplifying the legal concepts involved.

Commercial Applications of Company Law is an integrated learning resource that introduces the key aspects of company law as they relate to business organisations. This text explores the fundamentals of company law, such as corporate legal personality, management and governance, finance and corporate liability, and demonstrates how they affect company practice and inform policy. Designed for students approaching law from a business perspective, the content is highly accessible with practical demonstrations, legislation extracts, sample company documents, problem sets and expert commentary that guides students through complex legislation and the common issues that can arise in the industry. Written by three of Australia's foremost corporate law academics, Commercial Applications of Company Law includes case studies and problem sets and has been updated to reflect the latest developments in regulatory practice, legislation and case law that have occurred within the last 12 months.

Human Rights, Democracy, and Legitimacy in a World of Disorder brings together respected scholars from diverse disciplines to examine a trio of key concepts that help to stabilize states and the international order. While used pervasively by philosophers, legal scholars, and politicians, the precise content of these concepts is disputed, and they face new challenges in the conditions of disorder brought by the twenty-first century. This volume will explore the interrelationships and possible tensions between human rights, democracy, and legitimacy, from the philosophical, legal, and political perspectives; as well as the role of these concepts in addressing particular problems such as economic inequality, catastrophic risks posed by new technologies, access to health care, regional governance, and responses to mass migration. Comprising essays arising from an interdisciplinary symposium convened at Harvard Law School in 2016, this volume will examine how these trusted concepts may bring order to the global community.

Family philanthropy around the world is a dynamic and important part of the overall social change landscape. However, with more and more individuals and families involved in this space and the ever increasing variety of approaches and choices, it is a vast and sometimes confusing subject and it can be difficult for families and their advisers who have an interest in philanthropy to know where to begin. This Special Report aims to demystify the topic and presents in a clear and easy-to-understand format the philanthropy choices available to families. Edited by Barbara R Hauser, it brings together a variety of international experts including from Rockefeller Philanthropy Advisors, Farrer & Co and the National Philanthropic Trust, who cover, amongst other key topics: How families can make decisions about their philanthropy activities; Donor advised funds; Ways in which families can support cultural organisations, such as museums; and Leaving a legacy for the next generations. There is also consideration of philanthropy in different jurisdictions, and the growing impact of wealthy women with inspiring examples from around the world. Whether read in one sitting or used as a resource to dip into when specific topics are of interest, this unique collection is designed to inspire families thinking of philanthropy, and will be essential reading on this important topic.