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.

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.

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.

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'.

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.

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.

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.

Commercial Contracts for UK Companies: Formation to Exit helps business owners and directors to recognise key legal and compliance issues at an early stage, enriching the level of discourse between the business and its advisers. It provides an authoritative introductory text that charts the pivotal stages of the business lifecycle by reference to contracts frequently encountered in the course of trading. Providing coverage of topics including the choice of business vehicle, marketing the business, manufacturing the product, loan finance, selling the product and e-commerce, Commercial Contracts for UK Companies: Formation to Exit: - Analyses the purpose and operation of commercial contracts that are part and parcel of everyday business, including: o a general description of the function of contracts o guidance on negotiation, drafting, and practical transactional issues o narrative on applicable law, including key areas of legislation and regulation - Includes precedents with clause-by-clause commentary, including a joint venture agreement, a manufacturing agreement, e-commerce website terms and conditions, and a social media influencer agreement - all precedents are available as electronic downloads - Highlights common contractual pitfalls and areas of risk when incorporating and thereafter running a business with guidance on how to avoid them This new title will appeal to commercial and finance directors and owners of small and medium-sized businesses, including entrepreneurs embarking on first-time ventures and their legal advisers. It will also assist accountants and other professionals involved in the operation of businesses in England and Wales.

The Architect's Legal Handbook is the most widely used reference on the law for practicing architects and the established textbook on law for architectural students. Since the last edition of this book in 2010, the legal landscape in which architecture is practised has changed significantly: the long-standing procurement model with an architect as contract administrator has been challenged by the growing popularity of design and build contracts, contract notices in place of certificates, and novation of architect's duties. The tenth edition features all the latest developments in the law which affect an architect's work, as well as providing comprehensive coverage of relevant UK law topics. Key highlights of this edition include: an overview of the legal environment, including contract, tort, and land law; analysis of the statutory framework, including planning law, health and safety, construction legislation, and building regulations in the post-Grenfell legal landscape; procurement and the major industry construction contract forms; building dispute resolution, including litigation, arbitration, adjudication, and mediation; key fields for the architect in practice, including architects' registration and professional conduct, contracts with clients and collateral warranties, liability in negligence, and insurance; entirely new chapters on various standard form contracts, architects' responsibility for the work of others, disciplinary proceedings, and data protection; tables of cases, legislation, statutes, and statutory instruments give a full overview of references cited in the text. The Architect's Legal Handbook is the essential legal reference work for all architects and students of architecture.

Refinery explosions. Accounting scandals. Bank meltdowns. All of these catastrophes--and many more--might rightfully be blamed on corporations. In response, advocates have suggested reforms ranging from increased government regulation to corporate codes of conduct to stop corporate abuses. Joshua Barkan writes that these reactions, which view law as a limit on corporations, misunderstand the role of law in fostering corporate power.

In "Corporate Sovereignty," Barkan argues that corporate power should be rethought as a mode of political sovereignty. Rather than treating the economic power of corporations as a threat to the political sovereignty of states, Barkan shows that the two are ontologically linked. Situating analysis of U.S., British, and international corporate law alongside careful readings in political and social theory, he demonstrates that the Anglo-American corporation and modern political sovereignty are founded in and bound together through a principle of legally sanctioned immunity from law. The problems that corporate-led globalization present for governments result not from regulatory failures as much as from corporate immunity that is being exported across the globe.

For Barkan, there is a paradox in that corporations, which are legal creations, are given such power that they undermine the sovereignty of states. He notes that while the relationship between states and corporations may appear adversarial, it is in fact a kind of "doubling" in which state sovereignty and corporate power are both conjoined and in conflict. Our refusal to grapple with the peculiar nature of this doubling means that some of our best efforts to control corporations unwittingly reinvest the sovereign powers they oppose.