Recent cases of corporate failures, including the fixing of LIBOR rates and money laundering issues in the banking industry, highlight how behavioural issues on the part of company directors are significant contributory factors in corporate governance and the success or failure of companies. This book examines how personality and behavioural issues have contributed to major corporate failures, and how this risk may be managed. The book examines behavioural risks in corporate governance, and evaluates the extent to which risk management mechanisms have acknowledged various aspects of behaviour. Drawing from cases in the UK, the US and Australia and research in psychology and the behavioural sciences, Ngozi Vivian Okoye argues that current corporate governance mechanisms lack provision for identifying and managing personality risks, and suggests how constituent elements of behaviour should be engaged with when developing preventive mechanisms for corporate failures. Okoye presents a conceptual framework for identifying and managing personality risks, and explores how personality risk may be built into corporate governance regulation. The book will be of great use and interest to researchers and practitioners in business and company law, corporate governance, and critical management studies.

Corporate Social Responsibility (CSR) has increasingly been promoted as an important mechanism for furthering economic and social development goals in developing countries. In such an optimistic climate, questions arise as to whether CSR can bear the weight of the increasing expectations being heaped on its shoulders. This book examines the changing nature of corporate social responsibility as it has been conceived over the past eighty years. It considers the historical and socio-legal developments of the idea of CSR and the various conceptions of the corporation which underlie different realisations of CSR. The book explores the model of CSR deployed in the developing world as well as the links between CSR and development. Renginee Pillay uses Mauritius as a case-study, demonstrating how CSR and corporate governance issues have come to the fore of political, financial and legal landscapes. Drawing on empirical research, the book examines how the first legislation of its kind has been implemented in Mauritius, and analyses its impact on development. In its work to evaluate the contribution CSR can make to development, this book will be of great use and interest to students and researchers of business and company law, business ethics, and development studies.

This book, first published in 1982, focuses on a specific area of commercial law: the Sale of Goods Act. The book contains key cases and statutes relating to the sale of goods, each prefaced by a contextualising introduction. Notes and questions are also included, as are the full texts of the Sale of Goods Act 1979 and the relevant parts of the Unfair Contract Terms Act 1977.

Business law is a vast, challenging and often complex subject incorporating legal jurisdictions including company law; contract law; the English legal system and its interaction with the European Union; employment relations; and tortious liability. The very nature of having to quickly understand these jurisdictions, at least to a standard to pass assessments let alone applying these in business scenarios, can prove daunting to any student.

It is essential that students view these separate areas of law as interrelated and understand how they may affect each of the trading structures in which a business operates. "Beginning Business Law" provides an introduction to the relevant laws in a straight-forward, no-nonsense way. It presents the main areas of law, setting them out with clarity and identifying the salient points that may then be applied in a business context. This enables the relevance of the law to future business-related careers to be highlighted and reinforced.

Features to aid learning and understanding are used throughout. The textbook incorporates various pedagogic features such as diagrams, flow-charts, and on the spot questions to facilitate learning.

Business law is a vast, challenging and often complex subject incorporating legal jurisdictions including company law; contract law; the English legal system and its interaction with the European Union; employment relations; and tortious liability. The very nature of having to quickly understand these jurisdictions, at least to a standard to pass assessments let alone applying these in business scenarios, can prove daunting to any student.

It is essential that students view these separate areas of law as interrelated and understand how they may affect each of the trading structures in which a business operates. "Beginning Business Law" provides an introduction to the relevant laws in a straight-forward, no-nonsense way. It presents the main areas of law, setting them out with clarity and identifying the salient points that may then be applied in a business context. This enables the relevance of the law to future business-related careers to be highlighted and reinforced.

Features to aid learning and understanding are used throughout. The textbook incorporates various pedagogic features such as diagrams, flow-charts, and on the spot questions to facilitate learning.

The relationship between environmentally sustainable development and company law and related areas of business law and policy has emerged in recent years as a matter of major concern for many scholars, policy-makers, businesses and nongovernmental organisations. This book combines a conceptual analysis of the principles of sustainable development and environmental integration in the EU legal system with a particular focus on Article 11 TFEU and its impact on business in the EU. Article 11 TFEU states that European Union policies and activities must integrate environmental protection requirements with an emphasis on promoting sustainable development and the book investigates the role played by Article 11 TFEU in specific areas of EU law affecting European businesses.

The book gives an overview of the role played by the environmental integration principle in EU law, both at the level of European legislation and at the level of Member State practice. It explores a number of issues related to the role played by Article 11 TFEU in the EU legal system, including its history, its function in the Treaties and its significance for EU institutions and Member States. Contributors to the volume identify and analyse the main legal issues related to the importance of Article 11 TFEU in various policy areas of EU law affecting European businesses, such as company law, insurance and state aid. In drawing together these strands the book sets out what the requirement of environmental integration means for the regulation of business in the EU.

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.

Corporate crime in China has garnered worldwide attention and in the recent years we have witnessed positive legislative and administrative efforts by the Chinese government to prevent corporate misconducts.

This book first defines the meaning of corporate crime in China and answers the basic questions of what corporate crime is through real life cases. Then, it introduces the history of corporate crime and reviews academic studies through these key questions. The book also discusses the scope of corporate crime, the basis of corporate criminal liability, the criminal liability of State organizations, the corporate compliance programs and corporate criminal liability and the procedural issues. The book also provides suggestions from a comparative perspective by referring to the latest global developments on corporate crime. In the concluding chapter, the book discusses the goals of corporate crime prevention policy and comes up with feasible reform proposals with a brief summary on the existing problems of the current policies through a macro perspective.

There is no existing book that deals with the legislation and criminal justice practices of corporate crime in China and this book will help to shed insight into the subject.

Today, business and human rights has emerged as a distinct field within the broader corporate responsibility movement. The endorsement by the United Nations Human Rights Council of a new set of Guiding Principles for Business and Human Rights in 2011 has been welcomed as the leading global standard for corporations to respect human rights. The Guiding Principles are the culmination of a six year UN commissioned study by Harvard University's Professor John Ruggie, which concludes that companies should carry out human rights due diligence to identify, prevent, mitigate and account for how they address their adverse human rights impacts. The Guiding Principles reinforce the state duty to protect against human rights abuses by third parties, including business; the corporate responsibility to respect human rights; and greater access by victims to effective remedy, both judicial and non-judicial. This book draws on the UN Guiding Principles to provide an overview of developments within the ASEAN region in relation to business and human rights.Bridging theory and practice, chapter authors will discuss the implications of key case-studies undertaken across the region, with a particular focus on extractive industries, migration and infrastructure projects. Topics covered include: due diligence and the role of audits; the role CSR can play in achieving sustainable socio economic development; businesses' responsibilities to migrant workers; and the prevention of human rights abuses in states with weak levels of governance. The book aims to shed light on how ASEAN States currently understand and approach business and human rights challenges, and how the role played by ASEAN States may be strengthened and expanded. In doing so it clearly identifies the key themes, opportunities and challenges that lie ahead for the region in relation to business and human rights.

Post-crisis Trajectories of European Corporate Governance offers a critical reassessment of policy and institutional elements of corporate governance as it relates to the member states of the European Union. * Presents a critical overview of contemporary corporate governance practices in the EU * Reassesses current European corporate governance policies * Questions whether there should be a unified corporate governance trajectory in the EU * If such a trajectory exists, must it be completely reoriented or would a simple upgrade of current arrangements suffice * Features contributions from a variety of experts on corporate governance

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000's and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies. This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

This book provides comprehensive analysis of the recent enlargement of the EU, shedding light on the rationale behind the EU's decisions to enlarge, examining the side effects these choices have on a range of EU policies and particularly on the effect of the Acquis on candidate countries. Emphasis is placed on the area of company law, which occupies a central part in a country's economic planning and therefore its commercial law. Past enlargements are thoroughly explained and the potential impact of the new political landscape in Europe in the wake of the popular rejection of the European Constitutional Treaty on future enlargements is evaluated. A comparative methodology for commercial law drafting in transition and developing economies is put forward and the book concludes with a complete draft of a model company law for transition (and developing) economies. The aim is to provide a template for discussion. This book will be of great interest to those interested in considering the influence that the prospect of EU membership has on transition countries in general, the emphasis being on laws vital to emerging market economies, particularly commercial and company law.

Directors are key decision-makers in any organisation, whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors duties for the first time and describes the director as the most likely to promote the success of the company for the benefit of its members as a whole .

This book addresses key tensions and problems involved in the duties and responsibilities of the director in promoting success, including corporate culture and credibility, trust, risk and uncertainty, collective responsibility, and the degree of control. The book considers directors decision-making in both private and public sector organisations and explicitly examines aspects of decision-making during periods of financial distress. The book compares the legal contexts of director s decisions in the UK to those of the USA, Germany and Australia, and takes an interdisciplinary approach in its combination of management theory, economic theory and behavioural studies. In doing so the book addresses issues key to the understanding of corporate governance in light of recent financial crises."

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.

When corporations carry on their business in a grossly negligent manner, or take a cavalier approach to risk management, the consequences can be catastrophic. The harm may be financial, as occurred when such well-regarded companies as Enron, Lehman Brothers, Worldcom and Barings collapsed, or it may be environmental, as illustrated most recently by the Gulf oil spill. Sometimes deaths and serious injuries on a mass scale occur, as in the Bhopal gas disaster, the Chernobyl nuclear explosion, the Paris crash of the Concorde, the capsize of the Herald of Free Enterprise, and rail crashes at Southall, Paddington and Hatfield in England.What role can the law play in preventing such debacles and in punishing the corporate offenders? This collection of thematic papers and European country reports addresses these questions at both a theoretical and empirical level. The thematic papers analyse corporate criminal liability from a range of academic disciplines, including law, sociology/criminology, economics, philosophy and environmental studies, whilst the country reports look at the laws of corporate crime throughout Europe, highlighting both common features and irreconcilable differences between the various jurisdictions.

This book explores how the globalization of securities markets has affected market manipulation and insider trading. It delves into the responses of securities regulators, discussing new regulations designed to deter such misconduct, as well as they ways in which detection, investigation and prosecution techniques are adapting to tackle insider trading and market manipulation that crosses international boundaries. Janet Austin concisely and clearly explains changes to securities markets that have taken place over the last few decades and their impacts, as well as the main detection and investigative techniques of securities regulators. She also provides an analysis of how the work of the International Organization of Securities Commissions (IOSCO) is assisting securities regulators as they gather information and evidence they need in order to prosecute these market offences. The book concludes with suggestions for the IOSCO and securities regulators to improve their efforts in addressing cross-border market manipulation and insider trading, with a view to enhancing the overall integrity of the securities markets. The approachable analysis and hard-to-find information in this book make it a valuable resource for securities regulators, legal practitioners, and academics.

Institutional shareholder participation has long been considered as vital to good corporate governance yet its potential does not seem to have been realized. The recent banking crisis exposed the passivity of some institutional shareholders, many of whom appear to have chosen to sell their stakes in the banks rather than intervene or challenge the board when they realized the strategies followed by the banks were excessively risky. Institutional shareholders' role to scrutinize and monitor the decisions of boards and executive management in the banking sector in the UK is considered by many to be a failure, resulting in the phenomenon of 'ownerless corporations', as described by Lord Myners. In China, despite the fast rising of institutional investment in the securities market, institutional shareholders have not yet played a contributory role in monitoring corporate managers in listed companies. Drawing on empirical evidence this book seeks to systematically analyses institutional shareholders' incentives to activism to explain when and why shareholder activism will occur. The book puts forward a model which explains the factors that determine institutional shareholders' propensity for activism. The model both elaborates the collective benefits of activism as a means of achieving managerial accountability asks whether and when shareholder activism is rational for any individual shareholder. The book then goes to on to apply these finding to both the UK and China in order to explain the varying levels of shareholder activism in each jurisdiction. The book is the first to take an in-depth look at institutional share-holder activism in China providing prescriptions to promote greater shareholder engagement and exploring the potential it holds for improving corporate governance in the region.

Rising defaults in the financial market in 2007, the current widespread economic recession and debt crisis have added impetus to existing doubts about companies' governance, and cast new light on future trends in shareholder-oriented corporate practice. Taking account of these developments in the field and realising the current need for changes in governance, this book offers a thorough exploration of the origins, recent changes and future development of the corporate objective-shareholder primacy. Legal and theoretical aspects are examined so as to provide a comprehensive and critical account of the practices reflecting shareholder primacy in the UK. In the wake of the financial crisis, this book investigates the direction of future policy, with particular attention to changes in governing rules and regulations and their implications for preserving the objective of shareholder primacy. It examines current UK and EU reform proposals calling for long-term and socially-responsible corporate performance, and the potential friction between proposed legal changes and commercial practices. This book will be useful to researchers and students of company law, and business and management studies.

This book is the first to address the multi-faceted influence of the global financial crisis on the national constitutions of the countries most affected. By tracing the impact of the crisis on formal and informal constitutional change, sovereignty issues, fundamental rights protection, regulatory reforms, jurisprudence, the augmentation of executive power, and changes in the party system it addresses all areas of the current constitutional law dialogue and aims to become a reference book with regard to the interaction between financial crises and constitutions. The book includes contributions from prominent experts on Greece, Hungary, Iceland, Ireland, Italy, Latvia, Portugal, Spain, the UK, and the USA providing a critical analysis of the effects of the financial crisis on the constitution. The volume's extensive comparative chapter pins down distinct constitutional reactions towards the financial crisis, building an explanatory theory that accounts for the different ways constitutions responded to the crisis. How and why constitutions formed their reactions in the face of the financial crisis unravels throughout the book.

An examination of the relationship between competition and the deregulation and liberalisation of the US and European air transport sectors reveals that the structure of the air transport sector has undergone a number of significant changes. A growing number of airlines are entering into horizontal and vertical cooperative arrangements and integration including franchising, codeshare agreements, alliances, 'virtual mergers' and in some cases, mergers with other airlines, groups of airlines or other complementary lines of business such as airports. This book considers the current legal issues affecting the air transport sector incorporating recent developments in the industry, including the end of certain exemptions from EU competition rules, the effect of the EU-US Open Skies Agreement, the accession of new EU Member States and the Lisbon Treaty. The book explores the differing European and US regulatory approaches to the changes in the industry and examines how airlines have remained economically efficient in what is perceived as a complex and confused regulatory environment. Competition and Regulation in the Airline Industry will be of particular interest to academics and students of competition law as well as EU law.

Corporate Accountability in the Context of Transitional Justice explores how corporations can be held accountable for their role in past human rights violations when a country is making a transition from conflict or repression to peace and democracy. It breaks new ground in theorizing the linkages between the areas of transitional justice and corporate accountability and analyzing problems frequently arising where the two fields meet in practice, for example where the role of corporations in past human rights violations is examined by truth and reconciliation commissions or in the course of litigation. The book provides an overview of the current trends in law and in legal and political discussion relating to both areas, as well as in-depth analysis of how tools of corporate accountability and transitional justice can complement each other in order to achieve the best outcomes for bringing justice to victims and lasting peace to societies. The authors bring extensive experience from diverse professional backgrounds and jurisdictions to provide the first sustained attempt to address this link. The book will be of interest to scholars, practitioners, policymakers and activists working in the areas of transitional justice; corporate accountability; and business and human rights.

Making Commercial Law Through Practice 1830-1970 adds a new dimension to the history of Britain's commerce, trade manufacturing and financial services, by showing how they have operated in law over the last one hundred and forty years. In the main law and lawyers were not the driving force; regulation was largely absent; and judges tended to accommodate commercial needs, so that market actors were able to shape the law through their practices. Using legal and historical scholarship, the author draws on archival sources previously unexploited for the study of commercial practice and the law's role in it. This book will stimulate parallel research in other subject areas of law. Modern commercial lawyers will learn a great deal about the current law from the story of its evolution, and economic and business historians will see how the world of commerce and trade operated in a legal context.

The control of multinational corporations is an area of law that has attracted immense attention both at national and international level. In recognition of the importance of the subject matter, the United Nations Secretary General has appointed a special representative to work in this area. The book discusses the current trend by MNCs to self regulate by employing voluntary corporate social responsibility (CSR) strategy. Olufemi Amao argues that the CSR concept is insufficient to deal with externalities emanating from MNCs' operations, including human rights violations. Amao maintains that for CSR to be effective, the law must engage with the concept. In particular, he examines how the law can be employed to achieve this goal. While noting that the control of MNCs involves regulation at the international level, it is argued that more emphasis needs to be placed on possibilities at home, in States and host States where there are stronger bases for the control of corporations. This book will be useful to academic scholars, students, policy makers in developing countries, UN, UN Agencies, the African Union and its agencies, the European Union and its agencies and other international policy makers.

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.