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.

Professor Leonard Sealy has spent almost 50 years studying and teaching law in Cambridge. A good proportion of this time has been occupied with matters relating to company law. As a scholar, teacher, author, law reformer and even draftsman Len Sealy's contribution to the refinement and improvement of structures, rules and most importantly ideas has been significant. Therefore the occasion of his retirement as the first S.J. Berwin Professor of Corporate Law in the University of Cambridge has afforded a number of leading company lawyers from around the world, many his former students or colleagues, an opportunity to address a series of important legal issues relating to companies and associated areas of commercial law and practice, in his honour.

The degree of development reached by cooperatives of different sectors throughout the world, which among others led to the UN declaring 2012 as the International Year of Cooperatives, needs to be accompanied by a similar development of corresponding legislation. To this end, a better knowledge of cooperative law from the comparative point of view, as has already been established for other types of enterprises, becomes of great importance. This book strives to fill this gap, and is divided into four parts. The first part offers an analytic and conceptual framework with which to understand, study and assess cooperative law from a transnational and comparative perspective. The second part includes several chapters dealing with attempts to harmonize cooperative laws. The third part contains an overview of more than 30 national cooperative laws, while the last part summarizes and compares these national cooperative laws, thus laying the foundation for a comparative cooperative law doctrine.

When the Statute for a European Company enters into force in October 2004, companies will have the opportunity to form an EU-wide organisation that will, in many essential areas of activity, be vested with the authority to transcend the company law of Member States. As this moment approaches, company executives and lawyers are asking many questions about the potential advantages and disadvantages of choosing to become part of this "Societas Europeae (SE) that has been on the Community agenda almost from the start. This book has more answers clear when they can be categorically expressed, highly illuminating when dealing with the complex issues that still remain than any other book designed to elucidate this major new development in European law. The Statute will afford companies a far greater degree of flexibility and mobility throughout Member States than they have heretofore enjoyed. The authors of this book detail the various forms of incorporation allowed by the Statute, as well as the regulations governing share capital, transfer of registered offices, and company organs and their members. The in-depth analysis of the SE regime goes on to examine the areas in which Member State procedures will remain predominant, such as registration, publication, legal scrutiny, accounting and auditing, winding up, insolvency, and liquidation. The vexed issue of employee involvement is explored in a separate chapter. The book devotes six of its thirteen chapters to the most obvious business element on which the SE is silent the crucial issue of taxation. Extrapolating from a detailed examination of the European tax directives and related conventions and proposals, the authors convincinglydemonstrate that the European Company Statute will necessarily expedite the harmonisation of tax laws among the Member States. In their conclusion, they present a framework for a corporate tax system that they believe is compatible with both the European company and national tax laws. The European Company Statute will be of immeasurable value to business persons, lawyers, and academics in a number of relevant fields everywhere, as it deals incisively with important matters affecting any company activity in Europe, whatever its origin. It will prove an incomparable guide to informed and rational decision making concerning European business.

In contrast to the vibrant development in global market entry activities, extant research on the subject is running out of steam. For example, countertrade, a major form of entry mode, has grown to 15 percent of the world trade but studies on the topic have dwindled to naught. The practice of gray market has expanded to include everything from batteries and cars to computers and mobile phones. However, research on gray market has become scarce. Research stagnancy does not limit to micro-marketing issues. The role of government in market entry has received little attention in spite of the active roles many governments, such as the Chinese and Indian governments, have played in creating a favorable environment to attract foreign direct investment and promote export. Written by a group of internationally renowned scholars, this volume of the "Advances in International Marketing" is devoted to bridge a knowledge gap between the practice of international market entry and the availability of research-based insights and principles for guiding that practice. Among the articles, Samiee discusses countertrade from a marketing viewpoint and introduces a unique marketing process perspective. Zou, Taylor, and Fang examine government influences on MNC's control over its foreign market venture. Li and Li investigate channel control in new product export. Mullen, Sashi, and Doney's case study highlights the complex issues in gray market from the perspective of both manufacturers and parallel marketers. Kopp and Zeng review the changes in Chinese patent laws and discuss market entry issues related to intellectual property rights.

This book investigates the key factors shaping corporate governance in China and presents a sophisticated study of corporate governance in China from a comparative and historical perspective. Drawing on extensive corporate governance literature, this book articulates why path dependence theory is the most effective framework for interpreting the development path of Chinese corporate governance. Chenxia Shi reviews the historical role of government in commercial development and regulation in dynastic China and in early corporate law-making, followed by an account of China 's legal and economic development over the last three decades. This historical inquiry identifies government control as the key feature of economic and market regulation in China. In particular, this book canvasses the evolution of governance of State-Owned Enterprises and listed companies, major corporate governance problems, regulatory challenges posed by China 's increasing participation in economic globalization, and enforcement difficulties particularly in relation to investor protection, directors duties and accountability. Ultimately, Political Determinants of Corporate Governance in China demonstrates that corporate governance in China is largely determined by political imperatives and those political imperatives have been shaped and re-shaped in a historical process.

Europe has known very different systems of company laws for a long time. These differences do not only pertain to the board structures of public companies, where single-tier and two-tier structures can be distinguished, they also pertain to the principles of fixed legal capital. Fixed legal capital is not a traditional ingredient of English and Irish company law and had to be incorpo-rated into these legal systems (only) for public limited companies according to the Second European Company Law Directive of 1976. Both jurisdictions have never really embraced these rules. Against this background, the British Accounting Standards Board (ASB) and the Company Law Centre at the British Institute of International and Comparative Law (BIICL) have initiated and supported a study of the benefits of this legal system by a group of experts led by Jonathan Rickford. The report of this group has been published in 2004. Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed. The British government has adopted this view and wants the European Commission to act accordingly. Against this background a group of German and European company law experts, academics as well as practitioners, have come together to scrutinise sense and benefits of fixed legal capital and all its specific elements guided by the following questions: What is the relevant legal concept supposed to achieve? What does it achieve in reality? What criticisms are there? Which proposals or alternatives are available? From the outset the group of experts has endeavoured to cooperate with foreign colleagues, which resulted in very fruitful and pleasant exchanges. This volume contains, besides an executive summary of the results, 16 essays on specific aspects of legal capital in Germany covering also neighbouring fields of law (e.g. accounting, insolvency);7 reports on fixed legal capital in other jurisdictions (France, Great Britain, Italy, the Netherlands, Poland, Spain and the U.S.A.) addressing the same questions as the essays on German law. The British initiative disapproves of the Second Directive. The Directive does only deal with public limited companies in Europe, which is reflected in the analysis presented here. It is only concerned with the fixed legal capital of public limited companies, not with capital issues of private companies. The study has arrived at a result that differs completely from that of the Rickford group. It verifies the usefulness of the concept of fixed legal capital and wishes to convince the European Commission of the benefits of the Second Company Law Directive.

Ideas are the fuel of industry and the entertainment business. Likewise, manufacturers receive suggestions for new products or improvements to existing products, and retailers frequently receive ideas for new marketing campaigns. Many ideas are not new and may be used by anyone without the risk of incurring any legal liability, but some ideas are novel and valuable. If the originator of a potentially useful idea does not have the financial resources to exploit the idea, he or she may submit it to another, with the expectation of receiving compensation if the idea is used. Although an extensive body of intellectual property law exists to protect the rights of inventors, authors, and businesses that own valuable brands or confidential proprietary information, raw ideas receive no protection. Nevertheless, the originator of a potentially useful and marketable idea is not without legal recourse. The courts have developed, through a long line of common law precedents, legal protection for novel and concrete ideas under certain circumstances. The originator of an idea can rely on contract law, whereby the recipient may expressly or impliedly agree to pay for the idea. Alternatively, if the idea is disclosed in confidence, its unauthorized use by the recipient allows the originator of the idea to recover compensation. Finally, some courts have treated the ownership of ideas as quasi-property rights.

This collection of essays provides a rich and contemporary discussion of the principle of pacta sunt servanda. This principle, which requires that valid agreements are to be honoured, is a cornerstone of contract law. Focusing on contributions from Asia, this book shows that, despite its natural and universal appeal, the pacta sunt servanda principle is neither absolute nor immutable. Exceptions to the binding force of contract must be available in limited circumstances to avoid hardship and unfairness. This book offers readers new comparative perspectives on the appropriate balance between contractual certainty and flexibility in an era of social instability. Expert authors, mostly from East and Southeast Asia, explore when their domestic legal systems allow exceptions from the binding force of contracts. Doctrines discussed include impossibility, frustration, change of circumstance, force majeure, illegality as well as rights of withdrawal. Other chapters consider the importance of the pacta principle in international law. The challenges posed by the COVID-19 pandemic feature strongly in the majority of contributions.

Savvy managers no longer look at contracts and the law reactively but use them proactively to reduce their costs, minimize their risks, secure key talent, collaborate to innovate, protect intellectual property, and create value for their customers that is superior to that offered by competitors. To achieve competitive advantage in this way managers need a plan. Proactive Law for Managers provides this plan; The Manager's Legal PlanTM. George Siedel and Helena Haapio first discuss the traditional, reactive approach used by many managers when confronted with the law, then contrast it with a proactive approach that enables the law and managers' legal capabilities to be used to prevent problems, promote successful business, and achieve competitive advantage. Proactive Law for Managers shows how to use contracts and the law to create new value and innovate in often neglected areas - and implement ideas in a profitable manner.

This book examines the extent to which international law places obligations directly on corporate entities. It is often argued that corporations are bound by, inter alia, the same human rights and environmental obligations that states have. This book examines the source of these supposed obligations in treaty law, international custom, and in internationalized contracts, to determine whether they really can be transposed to corporations so easily. The focus of the book is on the regulation by international law of private corporate conduct. It examines whether corporate obligations, namely obligations binding directly upon a corporation under positive international law, have indeed emerged, and if so, whether corporations may be systemically included in the predominantly state-centric framework of international law. It investigates the challenges facing international law as a result of the potential emergence of corporate obligations, and engages in a structural analysis of what corporate obligations under international human rights law might entail. Ultimately, it warns against conceptualizing corporations as both holders and potential violators of human rights, explaining why they are not automatically bound by the same obligations that are imposed on states.

Critical examination of the concept of 'embeddedness', the core concept of an Economic Sociology of Law. Combines insights from law, sociology, economics, and psychology. Ground-breaking study into the prioritization throughout society of interests and voices that align with doctrinal understandings of law and neoclassical understandings of economics. Will appeal to socio-legal scholars and others with interests in the intersection of law, economics and sociology.

The complexity of taxation exceeds all bounds when fastened to a multinational corporation (MNC). In a maze of rules that are always changing, a tax practitioner in the MNC landscape must be extremely well informed and ready to act with sound strategic judgement. To such a practitioner, this planning guide - which covers tax-planning considerations in depth for US companies doing business in the EU - should be of value. Starting from the proposition that holding company regimes are generally favourable in Europe - and poised to become more so as the Societas Europaea (SE) becomes established - Professor Dorfmueller analyzes the design of tax conversion and deferral structures that are advantageous to US multinationals as they pursue the following crucial objectives of tax planning. It covers: satisfying goals, such as minimizing liability, maximizing credits, deducting expenses and utilizing losses; using appropriate tools, such as routing of income and classification of entities; and overcoming barriers, especially those erected by the controlled foreign corporation (CFC) provisions of the US tax law known as "Subpart F". A detailed examination of how these methodologies are best pursued under US federal corporate law is complemented by an equally precise analysis of European company taxation, with specific tax planning techniques spelled out for Germany, France, the Netherlands, Belgium, Austria, Denmark, Ireland, Spain, Luxembourg and Switzerland. The reader should find many valuable suggestions on such specialised techniques as onshore pooling in the UK, gaining access to favourable Argentine taxation via a Spanish holding company, and the potential tax ramifications of EU enlargement.

A Basic Guide to International Business Law is an introduction to those parts of European and international law that are relevant to business. Having read this book, students will come away with a broad understanding of the international rules of law within the EEC, institutional rules of the European Union, international contract law, rules of competition and the four freedoms within the EEC.

The edition includes student friendly features, such as summaries of statements and references to relevant case law, making the book an ideal introduction for those on law and/or business programmes.

The use of "auction-styled" procedures in the mergers and acquisitions field is gaining increased prominence. This volume is the result of a questionnaire circulated to lawyers in both Europe and North America. It tests the level of awareness of auction bids, the level of sophistication of practices and procedures which have grown up around auction bids, and the level of regulatory control in this field. As well as a compilation of the reports received from lawyers, the text includes a final report attempting to draw together the findings.

The Unfair Commercial Practices Directive is the most important directive in the field of trade practices to have emerged from the EC but it builds upon European activity which has sought to regulate trade practices on both a sectoral and horizontal level. It is an umbrella provision, which uses general clauses to protect consumers. How effective this approach is and how it relates the existing acquis are fundamental issues for debate. This work provides a critical appraisal of the Unfair Commercial Practices Directive linking discussion of it to general debates about how fair trading should be regulated. It explains how the Directive fits into the existing acquis. It also examines national traditions where these are necessary to explain the European approach, as in the case of general clauses. The book will be a valuable tool for any student of consumer law seeking to understand the thinking behind the directive and how it will affect national laws. It will also influence policy makers by suggesting how the directive should be interpreted and what policy lies behind its formulation. Businesses and their advisers will use the book as a means of understanding the new regulatory climate post-the directive.

This volume presents the most important published articles on arbitration, which is now an established dispute resolution method for the international business community.Complemented by the editors' authoritative introduction, this collection critically examines theoretical foundations as well as empirical and experimental evidence on the nature, efficacy and limitations of commercial dispute arbitration. With emphasis on dispute resolution in both developed and developing economies, this timely volume is indispensable for researchers in law and economics. Corporate and legal practitioners interested in the growing importance of arbitration in economic transactions will also find this an invaluable reference tool.

This stimulating book offers an astute analysis of corporate governance from both a historical and a philosophical point of view. Exploring how the modern corporation developed, from Ancient Rome and the Middle Ages up to the present day, Javier Reyes identifies the strengths and weaknesses of the mainstream theory of the firm as put forward by the law and economics school of thought. Demystifying the scientific aspirations of neoclassical economics as understood and used by legal scholars, this book offers readers the foundations on which to build their own conception of what corporations are and should be. Reyes argues that by belonging to political philosophy, corporate governance is essentially political, and thus requires a multidisciplinary approach for its study and practice. Reframing Corporate Governance will be essential reading for academics and students of company law and corporate governance, especially those interested in entrepreneurship, radical democracy, evolutionary approaches to legal theory and business anthropology. Those interested in corporate social responsibility, business and management, and philosophy will also find this a valuable read.

The legal regulation of company shares is a fundamental building block in a capitalist society. This insightful book provides an historical analysis of the phenomenon, investigating underlying policy issues and considering relevant aspects of current law to explore possible future trends. David Milman examines the phenomenon of the company share in a holistic way, tracing the origins of the share and exploring the diversity present within the family of shares. Using a comparative approach, key chapters consider the circumstances under which shares are acquired, the property law perspective relevant to shares and the rights and obligations of those who hold shares. The book concludes with speculation on how the share might evolve in the future in light of technological change and the development of other capital raising investments. This accessible book will provide valuable insight to scholars researching corporate law. It will also be beneficial for policymakers and practitioners wishing to understand more about the history of the company share, and how this may impact its future.

This statutory supplement includes statutes and rules relevant to all business entities. It is suitable for use with all textbooks and casebooks for such courses. It is includes all updates to the statutes and rules.

The societal benefits of takeovers - in the form of enhanced competition and productivity - have been well documented. Moreover, many scholars believe that the very possibility of a hostile takeover urges incumbent management to be more productive, thus ultimately enhancing shareholder welfare. Starting from such premises as these, Dr Forstinger offers an in-depth comparative analysis of takeover law as it exists in the United States and as it is currently developing in Europe. The latter emphasizes the failed takeover directive of 2001, as its content is already determining new proposals currently in preparation. Among the salient topics that arise in the course of the discussion are the following: the conflicting interests of the various stakeholders-shareholders, managers, employees, creditors, governments, "raiders", and others; the state competition question from the US perspective and the prospects of a market for incorporations in the EU; the tension between harmonization and regulatory competition in context with takeover laws; and the focus on current takeover regulation in the UK, Germany and Austria. The study concludes with recommendations for reflexive harmonization of takeover law in the European Union responding to the complex needs of the diverse corporate law systems of the member states. All company lawyers and corresponding regulators - especially but not exclusively in Europe - should appreciate the clear scholarship and thought that are apparent in this book.

The ideal companion for anyone studying company law, Smith & Keenan's Company Law provides you with: Straightforward, accessible coverage of the key legal principles you'll need to understand for your module written by experienced lecturers in the field; A range of features to support your learning and help you study independently, including detailed case summaries and discussion of academic opinion in the area; Extensive further reading suggestions to a wide range of academic articles to encourage deeper understanding and analysis. This eighteenth edition also includes: A new chapter on partnerships and limited liability partnerships (LLPs) An extended chapter on the corporate veil, including Petrodel Resources Ltd v Prest [2013] and academic discussion of lifting and piercing the veil of incorporation Discussion of key developments brought about by the Small Business, Enterprise and Employment Act (SBEEA) 2015, including maintenance of a register of people with significant control (PSC); greater restrictions on corporate directors; and the submission of statements of confirmation An updated chapter on the statutory derivative action exploring the evolving case law such as Wilton UK Ltd v Shuttleworth [2018].

Company Law is essential reading for business and law students, and for those studying for professional exams. The theoretical concepts are explored and developed with the use of a variety of case examples to place the learning in context. Comprehensive pedagogy with objectives, review questions, summaries, discussion questions and a case study exercise to consolidate the learning in each chapter. The accessible and concise treatment of the issues explored makes the learning easy to follow and more pertinent to the student needs, particularly for those who are studying a one-semester course.

Easy to read, with a user friendly layout, Company Law, with the use of case studies and review questions leads the reader through the various stages involved with creating and managing a private company through to dissolution.
Building on the learning covered in the companion textbook Business Law, this text is a user friendly and comprehensive introduction to all aspects of company law.
A user-friendly and concise textbook that provides the student with all the pertinent information relating to this subject.
Case examples and review questions contextualise and consolidate the learning.
Complex issues surrounding the legal obligations involved in the running of a company are explained in an easy-to-understand manner.