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.

The proper protection of minority shareholders is a cornerstone of any well-developed corporate law system. Pivotal to the minority shareholder's armoury is the derivative action. Section 165 of the South African Companies Act 71 of 2008 introduces the new statutory derivative action, and entrusts the court with a key function as the gatekeeper to the derivative action. The courts have an important filtering function and may disallow applications for derivative actions that are frivolous, vexatious or without merit. The vital judicial discretion to grant or refuse leave to an applicant to bring a derivative action is the crux of the new statutory derivative action. The court is required to exercise its discretion with reference to three important but vague guiding criteria for the grant of leave to institute a derivative action. Thus the courts have been entrusted by the legislature to flesh out the details, the contours, and the practical application of these guiding criteria. This crucially endows the courts with a dominant and decisive role in shaping the effectiveness of this much-needed new remedy. The New Derivative Action under the Companies Act is primarily aimed at developing guidelines for the exercise of the judicial discretion in the field of the new statutory derivative action. It takes into account valuable principles gleaned from other comparable jurisdictions such as Canada, Australia, New Zealand, the United Kingdom and the United States of America. The book also discusses the overlap between the derivative action and the oppression remedy.

Freedom of establishment is one of the four fundamental freedoms of the European Union. The principle is that natural persons who are European Union Citizens, and legal entities formed in accordance with the law of a Member State and having its registered office, central administration or principal place of business within the EU, may take up economic activity in any Member State in a stable and continuous form regardless of nationality or mode of incorporation. This book examines the way in which EU law has influenced how national courts in Europe assert jurisdiction in cross-border corporate disputes and insolvencies, and the mechanism which allows them to decide which national law should apply to the substance of the dispute. The book also considers the potential for EU Member States to compete for devising national corporate and insolvency legislation that will attract incorporations or insolvencies.
Central to the book is the concept of national choice of law. In considering the impact of freedom of establishment on private international law for corporations, the book uniquely analyses both corporate and insolvency law together, presenting the topic in the broadest possible sense.
Importantly, the doctrine of abuse in corporate and insolvency law is covered, raising the question of 'forum shopping' and regulatory competition which underpins the intersection between freedom of establishment and private international law. Through examination of the most recent and leading judgments of the European Court of Justice in Centros and Cadbury Schweppes, the book derives certain conclusions as to the operation of the doctrine of abuse and the limits thereof in the context of freedom of establishment.
Being the first in the field to examine the leading ECJ cases of Inspire Art, Sevic and Cartesio regarding the real seat doctrine, the book makes the judgment that there is no incompatibility as such between the doctrine and the freedom of establishment.
Ultimately, the book analyses to what extent diversity in the corporate and insolvency laws of the Member States should be preserved, so as to encourage competition between jurisdictions in Europe.

The most comprehensive guide to all cross-border reorganisation techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field.
Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique.
As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements.
The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea or a Societas Cooperativa Europea, and the cross-border transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Mergers and Reorganisations is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

This book focuses on the legal and social aspects of corporate governance through doctrinal and empirical research papers presented at the 9th International Conference on Governance Fraud Ethics and Social Responsibility held at National Law University Delhi in 2018. The papers encompass the internal and external factors that affect the interests of a company's stakeholders, including shareholders, customers, suppliers, government regulators and management, and several other important players. The book provides better clarity on the concept of corporate governance and how it is intertwined with factors such as sustainability, social responsibility and the role of government, taxation and audit, and shareholder engagement.

Article 102 TFEU prohibits the abuse of a dominant position as incompatible with the internal market. Its application in practice has been controversial with goals as diverse as the preservation of an undistorted competitive process, the protection of economic freedom, the maximisation of consumer welfare, social welfare, or economic efficiency all cited as possible or desirable objectives. These conflicting aims have raised complex questions as to how abuses can be assessed and how a dominant position should be defined.
This book addresses the conceptual problems underlying the tests to be applied under Article 102 in light of the objectives of EU competition law. Adopting an interdisciplinary approach, the book covers all the main issues relating to Article 102, including its objectives, its relationship with other principles and provisions of EU law, the criteria for the assessment of individual abusive practices, and the definition of dominance. It provides an in-depth doctrinal and normative commentary of the case law with the aim of establishing an intellectually robust and practically workable analytical framework for abuse of dominance.

This book considers, and offers solutions to, the problems faced by local communities and the environment with respect to global mining. The author explores the idea of grievance mechanisms in the home states of the major mining conglomerates. These grievance mechanisms should be functional, pragmatic and effective at resolving disputes between mining enterprises and impacted communities. The key to this provocative solution is twofold: the proposal harnesses the power of industry-sponsored dispute mechanisms to reduce the costs and other burdens on home state governments and judicial systems. Critically, civil society actors will be given a role as both advocates and mediators in order to achieve a fair result for those impacted abroad by extractive enterprises. Compelling, engaging and timely, this book presents an innovative approach for regulating the foreign conduct of the extractive sector.

This new edition of International Acquisition Finance builds on the success of the first edition in providing a comprehensive and comparative analysis of the law and practice of acquisition finance from the viewpoint of leading lawyers in over 20 different jurisdictions including the UK, China, France, Germany, the Netherlands, and the USA. New jurisdictions for this edition include Hong Kong, India and Poland.
The work contains an overview of the relevant issues to provide the reader with an understanding of structuring cross-border acquisition finance transactions and solutions to relevant legal problems. Each chapter deals with the stages of the proposed transaction and its financing and the related issues which need to be considered in the different jurisdictions.
This fully updated new edition reflects recent changes to the law in all jurisdictions, including the implementation in England of the Companies Act 2006 whose effects include the abolition of the prohibition of financial assistance for private companies and changes to the way in which charges are registered.
Also included is new coverage of acquisitions from insolvency practitioners, regulation affecting financial institution investment practices and other changes brought about by the current economic conditions, as well as a new chapter on public company acquisitions written by Stephen Powell of Slaughter & May. In addition relevant legal and practical considerations involved in public company acquisitions are considered in each jurisdictional chapter.

This book offers up to date insights into the exciting world of China's extensive economic activity through the pervasive and often secretive practice of transfer pricing. It begins with an explanation of transfer pricing itself and goes on to explore how intricately it can infiltrate the trading practices of the commercial lives of both foreign companies in China and Chinese companies expanding to other countries. A review of the main industries in China also considers their possible future uncertainties. China has joined other authorities in actively legislating and organizing a regime to implement its arm's length policy, as related in Part I of the book on concepts and controls. This is then followed by Part 2 which is devoted to a collection of cases showing the breadth and variability of companies actively seeking to maximise their profits, while Part 3 of the book gives a rare record of the order of priorities exercised by one hundred Chinese tax officers engaged in auditing company performance. The book ends with a summary of the future trends, and activities that regulatory authorities are likely to undertake.

International Merger Policy offers a compelling comparative assessment of domestic and regional merger laws and procedures. Identifying important areas of convergence and emerging best practice, it considers existing levels of international cooperation and highlights the key costs associated with transnational merger review before evaluating possible mechanisms by which they might be reduced.Presenting a holistic comparative treatment of competition law merger regulation and a discussion of policy justifications for merger regulation, this authoritative study tackles the significant challenge of how the costs and conflicts associated with overlapping applications of national merger regimes should be managed. It provides an assessment of areas of convergence and emerging best practice in the national and transnational treatment of mergers, as well as of the state of cooperation and comity in the treatment of transnational mergers. Finally, it offers an evaluation of costs and benefits of the current system of transnational merger regulation, in addition to an examination of proposals for reducing the existing cost burden. The book examines emerging best practice and evaluates the merits of various reform proposals, thus will be of great use to policy makers and competition agencies. It also provides a useful rounded review of key issues surrounding merger policy and practice. Therefore, this book is ideal for researchers and students in this field. Contents: 1. Introduction 2. Theoretical Framework for Merger Law and Policy 3. Substantive Merger Law 4. Merger Review Procedure 5. Merger Remedies 6. Extraterritorial Application of National Laws 7. The Role of Comity and Cooperation 8. The Cost of Transnational Merger Regulation 9. Proposals for Rationalization 10. Conclusion and Proposals for Reform Index

This book reviews a range of reports written by fraud examiners after completing internal investigations. These reports are normally kept secret and are the property of client organizations, which do not wish to disclose potential wrongdoing that can harm the reputation of the businesses. Fraud Examinations in White-Collar Crime Investigations was able to retrieve several recent reports, including foreign aid kickbacks, Russian favors to the Biathlon President, and Leon Black's deals with Jeffrey Epstein. While not claiming that the obtained reports are representative for the outcome of the private investigation industry, the reports do provide insights into the variety of issues that fraud examiners address in their internal investigations and the quality of their work. This book identifies convenience themes and assesses investigation maturity across the reports analyzed. It considers the motives of and opportunities for white collar criminals, as well as their willingness to engage in unlawful activity, and assesses to what extent fraud examiners are either efficient or deficient in their work. A compelling read, this book will appeal to students and scholars of criminology, sociology, law politics and all those interested in fraud examinations in relation to white-collar crime.

The book is written by an author with a lot of teaching experience, at a university which is proactively developing SQE focussed courses. He has already amassed a huge number of practice MCQs. Part of the SQE1 series, which offers problem questions, revision points, MCQs and also, for Business Law and Practice, commercial awareness talking points. The series is designed around the needs of students preparing for SQE1, and each book follows a similar format. There is an online hub of support material for each book. Offers a combination of print and online material that differs from the few other offerings currently on the market.

Mergers and acquisitions in China are becoming increasingly relevant to practitioners both in and outside of China as a secondary M&A market in China develops and as an increasing number of global M&A deals have a China component. In addition, there are increasing opportunities for private equity and other financial investors. In this new book, Seung Chong gives a full account of practical issues arising in mergers and acquisitions in China as well as providing substantive commentary on relevant legal principles. He draws together overarching issues such as transaction structure and process, merger control and government approvals while giving references to international practice throughout, resulting in a practice-oriented and extremely accessible text.

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).

Eskom is a South African company that has developed from a state utility under apartheid into an efficient globally competitive state-owned enterprise. In 2001, Eskom received the Power Company of the Year title at the "Financial Times" Global Energy Awards Ceremony in New York. This book draws on the growing body of knowledge about corporate governance in state-owned enterprises. It locates Eskom's experience in that context and argues that a state-owned enterprise can be run as efficiently as any other. The key to performance excellence lies in good governance and the authors reveal how a public company can implement good governance practices when government is the major shareholder.

This book employs scholarly analysis to ground practical tools for applying the EU Trade Mark law (EUTM) functionality refusal grounds to address business needs when registering trade marks consisting of product characteristics. The study comprehensively examines the absolute grounds for a refusal of registration of functional signs under EUTM. It interprets the functionality refusal grounds through objective tests, focusing on the pro-competition rationale of denying trade mark exclusivity on product features that are technically or aesthetically important for competitors’ ability to trade in alternative products. The work takes a comparative approach looking at the US trade dress functionality doctrine, and a law and economics perspective on the role of trade marks and brands in the marketplace. It explores how competition rules related to market definition and the substitutability of products, as well as marketing and design findings related to branding and aesthetics, could be integrated into the legal assessment of EUTM functionality. The volume will be of interest to academics and researchers working in the areas of Intellectual Property Law, Trade Mark and Design Law, EU Law, Comparative Law, and Branding.

This book offers a comprehensive examination of the issues surrounding corporate compliance. Should corporations comply with the spirit or the letter of the law? What role does compliance play in a capitalist market economy? Why is it that otherwise law-abiding citizens are willing to implement corporate compliance strategies that are seemingly at odds with their personal values? Dr Donovan responds to these questions and more, providing a persuasive argument for the legitimate role of spirited compliance within a market economy. In doing so, she employs the lens of classical liberal ideology, challenging the widespread view that technical compliance is simply 'capitalism.' In an examination that has relevance beyond the compliance arena, the author also explores how the architecture of the firm facilitates the often atypical compliance decisions that individuals make when acting within a corporate setting. The book draws on social psychology to offer important insights into how the often-elusive goal of corporate behavioural change can be achieved, for the benefit of both the market and society as a whole. Joint runner-up of the 2021 SLS Peter Birks Prize for Outstanding Legal Scholarship.

A Basic Guide to International Business Law aims to give students an understanding as well as practical knowledge of legal problems arising in the area of international business, and to equip them with the skills needed to prevent and tackle these problems. All Chapters employ the same didactic structure. Introductory case studies, examples, annotated case law, glossaries, diagrams, summaries and exercises are all designed to familiarize students quickly with relevant aspects of international (business) law. A Basic Guide to International Business Law deals with the following topics: * Introduction to International Private Law and European Law * Legal aspects of negotiations * International contracts: matters of jurisdiction and the law applicable to these contracts * International contracts of sale * Competion law * Free movement of goods, workers, the freedom of capital and establishment and the freedom to provide services * International payments * Carriage of goods by road and sea * Incoterms * Entry modes (agents, representatives, distributors, licensing, franchising)

Merger control in the United Kingdom has recently entered a new phase in its development. The advent of the relevant aspects of the Enterprise Act 2002 has been welcomed as a "depoliticisation" of the regime. The role of the Secretary of State has been all but excised, and the substantive criteria against which mergers are assessed have been revised to offer formally a competition-based standard. Together with guidance published subsequently, the reforms also prescribe a range of new procedural guarantees for those parties affected under the regime. In addition, the EC merger control regime and in particular the nature of its relationship with the competent authorities of the Member States has been significantly revised.
It is against this backdrop that the authors--leading experts with first rate regulatory, practical and academic experience--offer a comprehensive statement of the law, architecture, and procedure of merger control in the United Kingdom; explain the factors pertinent to the economic appraisal of mergers in a manner accessible to a legal audience; and give invaluable practical guidance on managing the transactional process and regulatory risk.

Providing short, clear and accessible explanations of the main areas of EU law, Understanding European Union Law is both an ideal introduction for students new to EU law and an essential addition to revision for the more accomplished. This eighth edition has been fully revised and updated with the latest legislative changes and includes an in-depth discussion of 'Brexit' and its implications for EU-UK relations. The book provides readers with a clear understanding of the structures and rationale behind EU law, explaining how and why the law has developed as it has. In addition to discussing the core areas of EU law such as its sources, the role and powers of the EU's Institutions, the enforcement of EU law and the law of the internal market, this edition also includes a new chapter on three 'non-economic' areas of EU law: fundamental human rights, equality (non-discrimination) and the environment. This student-friendly text is both broad in scope and highly accessible. It will inspire students towards further study and show that understanding EU law can be an enjoyable and rewarding experience. As well as being essential reading for Law students, Understanding European Union Law is also suitable for students on other courses where basic knowledge of EU law is required or useful, such as business studies, political science, international relations or European studies programmes.

This is a practical guide to the subject of financial assistance for the acquisition of shares, in which the authors give a detailed analysis of the current legislation and a critical review of the relevant case law. Financial assistance is a complex, technical and highly regulated aspect of company law, and mistakes have serious civil consequences and criminal sanctions. This book assists practitioners with the interpretation of this difficult area of law and allows them to advise with confidence. Financial assistance is one of the most challenging areas of company law. It is renowned for causing practical difficulties and for the risk involved of giving advice on this area. This book seeks to interpret the position of financial assistance by close reference to the statutory material and abundant case law. Part I deals with the derivation of the legislation and sets out the legislation verbatim with a commentary thereon. Part II contains further analysis of the component parts of the prohibition on the giving of financial assistance. Part III offers factual and critical analysis of some of the most significant cases on this area of the law. The relevant cases will also be cited in Part I and II.

This book introduces law in the context of international business. The basics of law are explored using a clear comparative methodology. International and regional economic institutions are discussed, next to the fundaments of private law. These include contract law, liability law, labour law, company law, privacy law, intellectual property law and international private law. The book goes beyond the usual focus on Western legal systems and uses examples from all over the world to provide students with comprehensive knowledge of business law. It is set up rather broadly, so that it can be used by teachers throughout their entire curriculum. Each chapter ends with a clear summary, and practice questions. Due to its colourful cases, this book is accessible and fun to read.

This book charts the difficulties encountered by vulnerable consumers in their access to justice, through the contributions of prominent authors (academic, practitioners and consultants) in the field of consumer law and access to justice. It demonstrates that despite the development of ADR, access to justice is still severely lacking for the vulnerable consumer. The book highlights that a broad understanding of access to justice, which encompasses good regulation and its public enforcement, is an essential ingredient alongside access to the mechanisms of traditional private justice (courts and ADR) to protect the vulnerable consumer. Indeed, many of the difficulties are linked to normative obstacles and lack of access to justice is primarily a vulnerability in itself that can exacerbate existing ones. In addition, because it may contribute to 'pushing' already vulnerable consumers into social exclusion it is not simply about economic justice but also about social justice. The book shows that lack of access to justice is not irreversible nor is it necessarily linked to consumer apathy. New technologies could provide solutions. The book concludes with a plea for developing 'inclusive' justice systems with more emphasis on public enforcement alongside effective courts systems to offer the vulnerable with adequate means to defend themselves. This book will be suitable for both students and practitioners, and all those with an interest in the justice system.

This book draws together themes in business model developments in relation to decentralised business models (DBMs), sometimes referred to as the 'sharing' economy, to systematically analyse the challenges to corporate and organisational law and governance. DBMs include business networks, the global supply chain, public-private partnerships, the platform economy and blockchain-based enterprises. The law of organisational forms and governance has been slow in responding to changes, and reliance has been placed on innovations in contract law to support the business model developments. The authors argue that the law of organisations and governance can respond to changes in the phenomenon of decentralised business models driven by transformative technology and new socio-economic dynamics. They argue that principles underlying the law of organisations and governance, such as corporate governance, are crucial to constituting, facilitating and enabling reciprocality, mutuality, governance and redress in relation to these business models, the wealth-creation of which subscribes to neither a firm nor market system, is neither hierarchical nor totally decentralised, and incorporates socio-economic elements that are often enmeshed with incentives and relations. Of interest to academics, policymakers and legal practitioners, this book offers proposals for new thinking in the law of organisation and governance to advance the possibilities of a new socio-economic future.