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 Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed.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.

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 analyzes the specifics of corporate governance of China's State Owned Enterprises (SOEs) and their assessment under EU merger control, which is reflected in the EU Commission's screening of the notified economic concentrations. Guided by the going global policy and the Belt and Road Initiative, Chinese SOEs have expanded their global presence considerably. Driven by the need to acquire cutting edge technologies and other industrial policy considerations, Chinese SOEs have engaged in a series of corporate acquisitions in Europe. The main objective of this book is to demonstrate the conceptual and regulatory challenges of applying traditional merger assessment tools in cases involving Chinese SOEs due to the specifics in their corporate governance and the regulatory framework under which they operate in China. The book also explores the connection between the challenges experienced by the merger control regimes in the EU and the recent introduction of the EU foreign direct investment screening framework followed by a proposal concerning foreign subsidies. The book will be a useful guide for academics and researchers in the fields of law, international relations, political science, and political economy; legal practitioners dealing with cross-border mergers and acquisitions; national competition authorities and other public bodies carrying out merger control; policy makers, government officials, and diplomats in China and the EU engaged in bilateral economic relations.

This book considers some of the fundamental issues concerning the legal framework that has been established to support a single EU securities market. It focuses particularly on how the emerging legal framework will affect issuers' access to the primary and secondary market. The Financial Services Action Plan (FSAP, 1999) was an attempt to equip the community better to meet the challenges of monetary union and to capitalise on the potential benefits of a single market in financial services. It led to extensive change in securities market regulation: new laws; new law making processes, and more attention to the mechanisms for the supervision of securities market activity and legal enforcement. With the FSAP nearing completion, it is a good time to take stock of what has been achieved, and to identify the challenges that lie ahead.

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.

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.

Outlining the different types of financial crime and their impact, this book is a user-friendly, up-to-date guide to the regulatory processes, systems and legislation which exist in the UK. Each chapter has a similar structure and covers individual financial crimes including money laundering, terrorist financing, fraud, insider dealing, market abuse, bribery and corruption and finally tax avoidance and evasion. Offences are summarized and their extent is evaluated using national and international documents. Detailed assessments of financial institutions and regulatory bodies are made and the achievements of these institutions are analysed. Sentencing and policy options for different financial crimes are included and suggestions are made as to how criminal proceeds might be recovered. This third edition has been fully updated and includes a new chapter on corporate financial crime.

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.

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.

This edited collection is an interdisciplinary and international collaborative book that critically investigates the growing phenomenon of Indigenous-industry agreements - agreements that are formed between Indigenous peoples and companies involved in the extractive natural resource industry. These agreements are growing in number and relevance, but there has yet to be a systematic study of their formation and implementation. This groundbreaking collection is situated within frameworks that critically analyze and navigate relationships between Indigenous peoples and the extraction of natural resources. These relationships generate important questions in the context of Indigenous-industry agreements in diverse resource-rich countries including Australia and Canada, and regions such as Africa and Latin America. Beyond domestic legal and political contexts, the collection also interprets, navigates, and deploys international instruments such as the United Nations Declaration on the Rights of Indigenous Peoples in order to fully comprehend the diverse expressions of Indigenous-industry agreements. Indigenous-Industry Agreements, Natural Resources and the Law presents chapters that comprehensively review agreements between Indigenous peoples and extractive companies. It situates these agreements within the broader framework of domestic and international law and politics, which define and are defined by the relationships between Indigenous peoples, extractive companies, governments, and other actors. The book presents the latest state of knowledge and insights on the subject and will be of value to researchers, academics, practitioners, Indigenous communities, policymakers, and students interested in extractive industries, public international law, Indigenous rights, contracts, natural resources law, and environmental law.

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.

How can you be sure you are buying the company you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Have you worked out precisely what you are going to do with it once it is yours? How do you set the priorities for change to recoup the premium you have paid for it? The answer to all these questions, and many more, lies within a series of three comprehensive yet concise volumes by Peter Howson. The Essentials of M&A Due Diligence, the first in the series, is a must for anyone who needs to master the essentials of due diligence with the minimum effort and in the minimum amount of time. Straightforward and unbiased, it sets out the fundamentals of pre-acquisition investigations, showing which are appropriate and why.

Cases on Adoption, Diffusion and Evaluation of Global E-Governance Systems: Impact at the Grass Roots accommodates theories, issues and methodologies for designing, implementing and operating e-government systems. The cases contained in this text cover a variety of services and applications that have been improving the governance of nations and economies. Focusing on pragmatic implementations and emphasizing e-government systems targeted to grass roots e-governance, this work assists readers in understanding basic aspects of e-government systems as well as their successful design and implementation.

How can you be sure you are buying the company you think you are? Are you sure it is as good as the seller says? How can you be certain unexpected costs and obligations will not suddenly appear once you are the owner and responsible for them? How best can you arm yourself for the negotiations? Have you worked out precisely what you are going to do with it once it is yours? How do you set the priorities for change to recoup the premium you have paid for it? The answer to all these questions, and many more, lies with effective due diligence. Due diligence is one of the most important but least well understood aspects of the acquisition process. It is not, as many believe, a chore to be left to the accountants and lawyers. To get the best from it, due diligence has to be properly planned and professionally managed. This book is a comprehensive manual on getting due diligence right. It is a uniquely comprehensive guide, covering all aspects of the process from financial, legal and commercial due diligence right through to environmental and intellectual property due diligence. There are also useful chapters on working with advisers and managing due diligence projects. It also includes a number of checklists to help ensure that the right questions are asked.

Routledge Q&As give you the tools to practice and refine your exam technique, showing you how to apply your knowledge to maximum effect in assessment. Each book contains essay and problem-based questions on the most commonly examined topics, complete with expert guidance and model answers that help you to: Plan your revision and know what examiners are looking for: Introducing how best to approach revision in each subject Identifying and explaining the main elements of each question, and providing marker annotation to show how examiners will read your answer Understand and remember the law: Using memorable diagram overviews for each answer to demonstrate how the law fits together and how best to structure your answer Gain marks and understand areas of debate Providing revision tips and advice to help you aim higher in essays and exams Highlighting areas that are contentious and on which you will need to form an opinion Avoid common errors: Identifying common pitfalls students encounter in class and in assessment The series is supported by an online resource that allows you to test your progress during the run-up to exams. Features include: multiple choice questions, bonus Q&As and podcasts.

This book presents a collection of papers which evaluate the achievements of the Australian Trade Practices Act 1974 in making Australian markets more competitive. The contributors have all played major roles in Australian and New Zealand antitrust actions, either as expert economic witnesses, as antitrust enforcers, as judges or as quasi-judicial administrators. No other publication presents such in-depth economic analysis of the Act and the cases decided under it in its first two decades of its operation. As well as an introductory paper, this collection includes a foreword by the Hon. George Gear, Assistant Treasurer of the Australian Government and Minister responsible for the administration of the Act, plus two broad analytical overviews of the last two decades of Australian antitrust actions by two economists who have continually been at the heart of antitrust proceedings. In addition, papers are provided which give a judicial view of the Act and economic analysis, which compare the Act with its New Zealand counterpart. Other contributions look in detail at those sections of the Act which cover mergers, misuse of market power, price-fixing and vertical practices. The book shows that the Act has had a major impact on Australian market behavior. Judges, lawyers and economists between them have produced a truly Australian approach to antitrust, which has reflected overseas trends in both law and economics, as well as developed a unique Australian flavor. The book will be of interest to academic and practicing lawyers and economists, judges and corporate executives. It will be essential reading for Australian students in undergraduate courses in antitrust law, business regulation, antitrust economics and industrial organization. It provides by far the most comprehensive economic evaluation of Australian antitrust yet published and so will be the definitive source of information on this topic for non-Australians interested in comparative antitrust legislation and enforcement issues.

This book is one of the first to link company law to the law of succession by concentrating on family businesses. It shows that, to understand the legal framework underlying the daily operations of family businesses, one needs legal analysis, empirical data, psychological and sociological knowledge. The book works on the premise that, since many businesses have been founded by families, practitioners need to develop an understanding of the legal background of such businesses and build up experience to be able to create contracts, trusts, foundations and other legal mechanisms to give shape to systems and procedures for the transfer of shares and control within the family. Comparing the national legal order, techniques, and mechanisms in a range of countries, the book examines parallel developments in these fields of law across the world. Finally, it demonstrates the room for companies, shareholders and the members of a family to develop individual solutions within the legal framework for transferring businesses and shares to the next generation.

This book provides a broad survey of past and recent scholarship on mergers and acquisitions. Seminal work on the history, rationales and outcomes of mergers and acquisitions is followed by leading articles on what M&A lawyers do. Major articles by prominent authorities in the field explore how deals are done, defended and terminated. The volume concludes with several eminent selections on private equity deals and international issues. With an authoritative original introduction by the editors, the book is a valuable source of reference to the leading theoretical and historical perspectives on the subject, and to the particulars of deal-making. It will be of interest not only to scholars in law, business and economics but also to lawyers and policymakers dealing with mergers and acquisitions.

BVR's Guide to Personal v. Enterprise Goodwill delivers first-hand knowledge and the most current issues in goodwill with expertise from Mark Dietrich, Ron Seigneur, Kevin Yeanoplos, Jay Fishman, Shannon Pratt, David Wood, Noah Gordon, and more. Save valuable research time with the one resource that every BV professional needs to have in their business valuation library. "BVR's Guide to Personal v. Enterprise Goodwill is an indispensible tool that should be on the shelves of every practitioner." Dr. Shannon Pratt, CFA, ARM, ABAR, FASA, MCBA, CM&AA Highlights of the new edition include: The most current thought-leadership with new and updated articles on personal and enterprise goodwill from leading experts, including: Personal Goodwill: Three Recent Taxpayer Defeats Affirm Existence of a Sometimes Forgotten Asset (by Michael F. Lynch, David J. Beausejour, and David B. Casten) Apportioning Goodwill in Divorce: A Discussion (by Jim Alerding and Andrew Soshnick, Esq.) The most important court cases regarding goodwill, including court cases digests of critical decisions (full text of court cases available with online version) Easy-to-use summary data including a newly updated article with aggregate summary data from the Goodwill Registry on medical and dental practices (published by The Health Care Group).