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Books > Law > Laws of other jurisdictions & general law > Financial, taxation, commercial, industrial law > Company law
Implementing appropriate security measures will be an advantage
when protecting organisations from regulatory action and litigation
in cyber security law: can you provide a defensive shield? Cyber
Security: Law and Guidance provides an overview of legal
developments in cyber security and data protection in the European
Union and the United Kingdom, focusing on the key cyber security
laws and related legal instruments, including those for data
protection and payment services. Additional context is provided
through insight into how the law is developed outside the
regulatory frameworks, referencing the 'Consensus of Professional
Opinion' on cyber security, case law and the role of professional
and industry standards for security. With cyber security law
destined to become heavily contentious, upholding a robust security
framework will become an advantage and organisations will require
expert assistance to operationalise matters. Practical in approach,
this comprehensive text will be invaluable for legal practitioners
and organisations. It covers both the law and its practical
application, helping to ensure that advisers and organisations have
effective policies and procedures in place to deal with cyber
security. Topics include: - Threats and vulnerabilities - Privacy
and security in the workplace and built environment - Importance of
policy and guidance in digital communications - Industry
specialists' in-depth reports - Social media and cyber security -
International law and interaction between states - Data security
and classification - Protecting organisations - Cyber security:
cause and cure Cyber Security: Law and Guidance is on the
indicative reading list of the University of Kent's Cyber Law
module.
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.
This discussion of the Cross-Border Merger Directive and its
implementing legislation in each Member State of the European Union
and the European Economic Area provides companies and their
advisors with useful insight into the legal framework applicable
to, and the tax treatment of, cross-border mergers throughout the
European Economic Area. Analysis of the Community rules laid down
in the Cross-Border Merger Directive and the Community rules on the
tax treatment of cross-border mergers is complemented by chapters
on the implementing legislation in each Member State, prepared in
accordance with a common format and contributed by a practitioner
from each state. Annexes contain the Cross-Border Merger Directive
(Annex I), the Parent-Subsidiary Directive (Annex II) and a list of
the implementing legislation in each Member State (Annex III).
As the founder of the Center for Law and Economics at George Mason
University and dean emeritus of the George Mason School of Law,
Henry G. Manne is one of the founding scholars of law and economics
as a discipline. This three-volume collection includes articles,
reviews, and books from more than four decades, featuring "Wall
Street in Transition," which redefined the commonly held view of
the corporate firm.
Volume 1, "The Economics of Corporations and Corporate Law,"
includes Manne's seminal writings on corporate law and his landmark
blend of economics and law that is today accepted as a standard
discipline, showing how Manne developed a comprehensive theory of
the modern corporation that has provided a framework for legal,
economic, and financial analysis of the corporate firm.
Volume 2, "Insider Trading," uses Manne's ground-breaking "Insider
Trading and the Stock Market" as a framework for many of Manne's
innovative contributions to the field, as well as a fresh context
for understanding the complex world of corporate law and securities
regulation.
Volume 3, "Liberty and Freedom in the Economic Ordering of
Society," includes selections exploring Manne's thoughts on
corporate social responsibility, on the regulation of capital
markets and securities offerings, especially as examined in "Wall
Street in Transition," on the role of the modern university, and on
the relationship among law, regulation, and the free market.
Manne's most auspicious work in corporate law began with the two
pieces from the "Columbia Law Review" that appear in volume 1, says
general editor Fred S. McChesney. Editor Henry Butler adds: "Henry
Manne was an innovator challenging the very foundations of the
current learning." "The 'Higher Criticism' of the Modern
Corporation" was Manne's first attempt at refuting the all too
common notion that corporations were merely devices that allowed
managers to plunder shareholders. Manne saw that such a view of
corporations was inconsistent with the basic economic assumption
that individuals either understand or soon will understand the
costs and benefits of their own situations and that they respond
according to rational self-interest.
Fred S. McChesney is James B. Haddad Professor of Law at the
Northwestern School of Law, focusing on business and antitrust law
and their intersection with economic theory. He has been an
associate director for policy and evaluation at the Federal Trade
Commission.
Henry N. Butler, editor of volume 1, is Executive Director of the
Searle Center on Law, Regulation, and Economic Growth at
Northwestern University School of Law.
Stephen M. Bainbridge, editor of volume 2, is William D. Warren
Professor of Law at the UCLA School of Law.
Jonathan R. Macey, editor of volume 3, is Sam Harris Professor of
Corporate Law, Securities Law, and Corporate Finance and is deputy
dean at Yale Law School.
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.
Merger Control Worldwide is a comprehensive, multi-contributor
collection which sets out the details of every jurisdiction where a
mechanism for merger control is in place. A concise, practical
account is given of the relevant law in each jurisdiction,
presented with the aid of flowcharts and diagrams. Merger Control
Worldwide aims to provide the legal community, in particular law
firms and policy-makers, with a clear point of reference that will
prove invaluable when making decisions and delivering sound and
accurate advice in merger cases. This, the second supplement to
Merger Control Worldwide, provides an update on developments that
have occurred recently in the field. It includes a comprehensive
appraisal of a new jurisdiction, Singapore.
American courts routinely hand down harsh sentences to individual
convicts, but a very different standard of justice applies to
corporations. Too Big to Jail takes readers into a complex,
compromised world of backroom deals, for an unprecedented look at
what happens when criminal charges are brought against a major
company in the United States. Federal prosecutors benefit from
expansive statutes that allow an entire firm to be held liable for
a crime by a single employee. But when prosecutors target the
Goliaths of the corporate world, they find themselves at a huge
disadvantage. The government that bailed out corporations
considered too economically important to fail also negotiates
settlements permitting giant firms to avoid the consequences of
criminal convictions. Presenting detailed data from more than a
decade of federal cases, Brandon Garrett reveals a pattern of
negotiation and settlement in which prosecutors demand admissions
of wrongdoing, impose penalties, and require structural reforms.
However, those reforms are usually vaguely defined. Many companies
pay no criminal fine, and even the biggest blockbuster payments are
often greatly reduced. While companies must cooperate in the
investigations, high-level employees tend to get off scot-free. The
practical reality is that when prosecutors face Hydra-headed
corporate defendants prepared to spend hundreds of millions on
lawyers, such agreements may be the only way to get any result at
all. Too Big to Jail describes concrete ways to improve corporate
law enforcement by insisting on more stringent prosecution
agreements, ongoing judicial review, and greater transparency.
Concise, straightforward, and reader-friendly, BUSINESS LAW: TEXT
AND EXERCISES, 8E captures basic business law in a practical manner
that you will appreciate from the very first chapter. This
easy-to-read paperback book is one of the most cost-effective and
efficient choices for your business law survey course. This edition
is specifically designed to help you master key legal concepts and
doctrines while giving you practical experience in applying basic
legal principles to common business situations. Hypothetical
examples and brief summaries of real court case examples illustrate
contemporary legal principles. Using a proven formula for success,
BUSINESS LAW: TEXT AND EXERCISES, 8E provides the most
approachable, practical presentation you will find.
These proceedings summarize discussion at a symposium convened by
the RAND Corporation about the challenges posed by misconduct by
top-level executives; on the risk factors that contribute to such
misconduct; and on practical steps that could be taken to
strengthen compliance and ethical tone. White papers written by
some presenters are included.
As merger transactions become more complex, so do the remedies
involved. This book seeks to identify and examine the most
important aspects of merger remedies, which have emerged and
evolved in the European Commission's policy and practice over the
past 20 years. The in-depth analysis of applicable provisions and
guidelines is structured in accordance with a typical 'remedies
lifecycle': the negotiation, submission, assessment, adoption,
implementation and enforcement of remedies. Furthermore, numerous
conditional clearance decisions and judgments as well as studies
and legal literature on the subject are described and put into a
coherent analytical framework with the aim of providing as much
nuance as possible in the evaluation of the Commission's past and
present remedies policy and practice. While the Commission
indisputably has accomplished numerous successes in its remedies
enforcement over the years, it has also encountered some
significant obstacles and shortcomings along the way. To this
effect, the final chapter in the book critically assesses whether
the current framework, which has remained unchanged since 2008,
continues to provide an adequate regulatory response to today's
remedies issues and challenges. Where adjustments and improvements
are deemed desirable or necessary, possible measures are
considered.
If the current economic malaise accomplishes nothing else, it
should help awaken us all to the realization that our country has
been on a path of self-destructive behavior for several decades--a
reversal of the progressive path that had made major gains in
economic and political equality for a large majority of the U.S.
population starting in the 1870s. It is John McDermott's purpose in
this ambitious book to explain why that reversal happened, how
society has changed in dramatic ways since the 1960s, and what we
can do to reverse this downward spiral.
In Part 1 he endeavors to lay out the overall narrative of
change from the 1960s to the present, emphasizing how a novel
social structure came to be developed around corporate America to
form what he calls "corporate society." Part 2 analyzes what the
nature of this corporate society is, how it is a special type of
"fabricated" structure, and why it came to dominate society
generally, eventually including the government and university
systems, which themselves became increasingly corporatized. The aim
of Part 3 is to outline a path of reform that can, if all its parts
can be integrated sufficiently to be effective, put us on the path
to restarting the progressive movement.
The governing law of companies is a subject which has attracted
much attention - from academics and practitioners alike - ever
since the European Court of Justice began receiving references for
preliminary rulings concerning the compatibility of protective
conflict of corporate law norms with the EC Treaty provisions
concerning freedom of establishment. Although recent developments
have been less controversial than the ground-breaking judgment in
Centros, they have not only consolidated the general thrust of
liberalization occasioned by the Court of Justice, but have added
new dimensions to the regulatory landscape. These developments
include amendments to the European constitutional order enshrined
in the Lisbon Treaty, European legislation on cross-border mergers,
the proposed statute for a European Private Company, the judgment
of the Court of Justice in Cartesio, and a Commission communication
that contemplates the introduction of legislation on the governing
law of companies. This book examines these recent developments and
appraises the current law - as well as the foreseeable trajectory
of the law - within a theoretical setting that addresses the
socio-economic and legal-theoretical concerns associated with
choices of the governing law of companies. In addition to
considering the present and probable future state of EU law, the
book also develops a new theoretical perspective and proposes novel
solutions to long-standing dilemmas. In particular, it suggests
that the use of information technology may render possible the
previously impossible compromises between party autonomy and the
proper locus of prescriptive sovereignty. (Series: Studies in
Private International Law - Vol. 9)
With its real-world business-orientated approach, Business Law has
been fully updated in line with the Companies Act 2006, and also
streamlined to address the needs of today's student of this
fascinating and fast-moving subject. Providing a salient
introduction to law in a business context, this is a valuable
learning companion.
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