Whilst many of us would agree that human rights are more important than corporate profits, the reality is often different; such realities as child labour and environmental destruction caused by corporate activities make this patently clear. Recognising that balancing human rights and business interests can be problematic, Corporate Accountability considers the limits of existing complaint mechanisms and examines non-judicial alternatives for conflict resolution. The innovative approach herein compiles both long-standing international expertise and findings based on 25 key interviews from experts and victims. In contrast to the current literature, which tends to provide details on the functioning of the mechanisms, this book delves further to examine the strengths and weaknesses of each mechanism and provides criteria of excellence for non-judicial grievance mechanisms. In doing so, it provides a reality-check for corporate accountability worldwide. Novel and thought provoking, Corporate Accountability will be a captivating read for academics as well as companies interested in human rights and corporate social responsibility. It will also prove of interest to related state institutions such as development agencies and other relevant ministries such as chambers of commerce, trade unions, NGOs and civil society organisations.

With the European Union striving to become the world's most competitive economy, the developments in the two closely interconnected areas of European corporate law and European company tax law are of utmost importance. This book focuses on the crucial issues raised by these developments, on their far-reaching implications and on the key challenges to the future legislative choices. The book illustrates the key developments in EU corporate law and EU company tax law, the EU planned initiatives in these areas, and - at a time when member states increasingly tend to use company law and company tax provisions to attract businesses and investments - it suggests how future developments can contribute to the undistorted functioning of the internal market and to the strategic 'Lisbon-objective'. The explanation of these legislative and case-law developments is of use to students and indicates new opportunities for business expansion strategies throughout the European Community. The book concludes that new optional, but attractive, EU company law vehicles and company tax regimes would be, in these two areas, the only legal and effective means towards an undistorted functioning of the internal market and towards the Lisbon-objective. This ultimately gives rise to a far-reaching challenge for all debates on the future patterns of European integration. Luca Cerioni introduces new themes for academic research and discussion subjects for decision-makers and at the same time, uniquely, makes these accessible to a much wider international public of students, businesses and practitioners.

This book examines the treatment of joint ventures (JVs) in EU competition law, and, at the same time, provides a comparison with US law. It starts with an analysis of the rather elusive concept of JVs, encompassing both concentrative JVs (subject to merger control) and non-concentrative JVs. Although focused on possible definitions of JVs in terms of competition law, it also includes a broader perspective (going beyond competition law) on the different legal models of structuring cooperation links between undertakings. At the core of the book is an attempt to build an analytical model for the assessment of JVs in terms of antitrust law, especially as regards Article 101 of the Treaty on the Functioning of the European Union. The analytical model used proposes a set of sequential analytical levels, taking into account structural factors and specific factors related to the main constituent elements of the functional programs of JVs. The model is applied to a substantive assessment of four main types of JVs, identified on the basis of their prevailing economic function: R&D JVs, production JVs, commercialization JVs, and purchasing JVs. Also covered are particular situations of joint ownership of undertakings falling short of joint control. In the concluding part of the book, recent developments in JV antitrust law are put into context, within the wider reform of EU competition law. The book is comprehensive and up-to-date in terms of the reform of the EU framework on horizontal cooperation between undertakings, which was introduced at the end of 2010. (Series: Hart Studies in Competition Law - Vol. 6)

What are the legal limits of the European Community's competence in the matter of company law? As many company law instruments have already emerged as a result of the European Commission's Action Plan to Modernize Company Law of May 2003 and various new modernization instruments are still expected to follow, this question has become particularly important. In case an EC company law instrument is in breach of the above limits, its legality may be challenged before the European Court of Justice; significantly, since adoption of the Action Plan the Court of Justice has indeed issued several rulings on the lawfulness of such instruments. This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre- and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. Among the specific elements covered are the following: * the freedom of establishment for companies; * free movement of capital; * transfer of a company's seat; * cross-border conversions; * cross-border merger operations; * recognition of companies; * the breakthrough rule on takeover bids; * the mandatory bid; * shareholder rights; * minimum capital requirements; * Community legal forms of enterprise; and * regulatory competition. Modernization of European Company Law and Corporate Governance will be welcomed by lawyers, academics and policymakers for a variety of reasons - as the clearest analysis available of the ongoing impact of the Action Plan, as a practical investigation of the interface between company law and EC law, and as a point of departure for investigation on the limits of competence in such related fields as EC contract law and EC securities law.

Since its accession to the World Trade Organization (WTO), China has undertaken stronger initiatives toward adapting its legal system to support the development of a market-oriented economy. However, in this important new study the author contends that China's steps in this direction are not sufficient. Although barriers to merger and acquisition targeting of state-owned enterprises (SOEs) have been significantly reduced, excessive administrative intervention continues to discourage foreign & involving domestic listed companies. This book proposes changes in Chinese law, including a new full-scale regulatory scheme, which would enhance and expand such foreign direct investment. The discussion proceeds from the perspectives of company law, securities law, antimonopoly law, and foreign investment law. Based on the analysis of the market situation and policy background in China, and on a comparison among the relevant aspects of the legal systems of China and other jurisdictions, this book addresses the Chinese legal system for foreign and involving listed companies, including its policy support. The analysis highlights such aspects as the following: features and structures of the current Chinese foreign and market; China's state-owned enterprise reform; functions of the Chinese stock market; Chinese foreign investment policy; components of the Chinese legal system specific to foreign; and, comparative studies of foreign and regulation and experience (US, EU, UK, and Russia) and what may be useful in each for China. The author's detailed recommendations for the improvement of the Chinese legal system primarily concern the regime of state ownership exercise, the establishment of an antitrust scheme, the improvement in the regulation of corporate takeovers, and national treatment of foreign investors under the WTO system. This is in every way a ground-breaking contribution to the literature of international trade law. The author's deeply informed and cogent analysis will be of immeasurable value to policy makers and academics across a range of fields, and this book's practical value to business persons everywhere with an eye on China cannot be overestimated.

When courts 'pierce the corporate veil', they disregard the separateness of the corporation and hold a shareholder responsible for the corporation's action as if it were the shareholder's own. Although as a general rule the courts are reluctant to allow corporate veil piercing, creditors of an insolvent corporation frequently attempt to hold the shareholders liable when they cannot obtain satisfaction from their debtor. In the United States, in fact, piercing claims constitute the single most litigated area in corporate law.This study clears up some of the mists hanging around the concept of corporate veil piercing. What exactly is corporate veil piercing and in which situations does it occur? What are the legal rules involved? Following a short overview of the applicable law in the six legal systems that are the subject of this study-those of Belgium, the Netherlands, France, Germany, the United Kingdom, and the United States-the author proceeds with a more profound analysis from a functional comparative perspective, starting from particular situations that typically call for shareholder liability for the debts of subsidiary companies.Among the grounds for veil piercing claims the author discusses the following, along with the substantive and procedural law and important cases associated with each in the six jurisdictions covered: undercapitalization; asset stripping; undue continuing of loss-making activities; and dentification or the consideration of the corporate group as an economic unit. In the course of the presentation, a thorough analysis of legal scholarship in the area leads to numerous applications of the various theories and doctrines that can be brought to bear on veil piercing cases. In addition, an in-depth discussion of the international dimension of corporate veil piercing focuses on the question of which laws should govern the liability of a parent corporation for the debts of its subsidiary. Throughout, the author's clear insight into the substantive law of veil piercing sheds light on traditional misconceptions in the conflict of laws on the issue.She also details initiatives undertaken by various international bodies, including the United Nations, the Organization for Economic Cooperation and Development, the European Union, the International Court of Justice, and the International Labour Organization.Dr Vandekerckhove's study is the most comprehensive, far-reaching, and up-to-date study of this important growing area of corporate law practice. As such it will prove of great value to practitioners, judges, and academics in the field, and will prove its worth anywhere in the world where the presence of multinational corporations is felt.

With the globalisation of markets, the phenomenon of market failure has also been globalised. Against the backdrop of the territoriality of nation state jurisdictions and the slow progress of international law based on the principle of sovereignty this poses a serious challenge. However while the legal infrastructure of globalised markets has a firm basis in formal national and international law, the side effects of economic transactions on public goods such as the environment, human health and consumer interests often escape state-based regulation. Therefore, attention is drawn to the potential of self-regulation by transnational industry. While hypotheses abound which try to grasp this phenomenon in conceptual terms, both empirical and legal research is still underdeveloped. This volume helps to fill this gap, in two ways: firstly by reconstructing self-regulatory settings such as multinational corporations, transnational production networks and industry-NGO partnerships in terms of organisation, problem-solving and legitimation, and secondly, by linking their empirical findings to formal law by examining how legal concepts are reflected in self-regulation, how the law builds on self-regulatory solutions, and how it helps to establish favorable conditions for private governance.

Wang Jiang Yu approaches corporate law from a development and political economic perspective, while also giving a detailed analysis of what the law is. Better analyses of US corporate law have studied agency problems and strategically viable responses within the firm, while good studies of EU company law have also factored in questions of harmonization and regulatory arbitrage among jurisdictions. Wang provides us with what might become the leading paradigm for studies on Chinese corporate law: an understanding of how Western corporation forms have been employed and adjusted in China to meet the development agenda of the Chinese government and how this law is evolving in response to the state of the Chinese economy and the periodically adjusted positions of government planners' - David Donald, Professor, Faculty of Law, The Chinese University of Hong KongThis accessible book offers a comprehensive and critical introduction to the law on business organizations in the People's Republic of China. The coverage focuses on the 2005-adopted PRC Company Law and the most recent legislative and regulatory developments in the company law landscape in China. The book covers a wide range of topics including the definitions of companies as compared with other forms of business organizations, incorporation, shareholders rights and legal remedies, corporate governance (including the fiduciary and other duties and liabilities of directors, supervisors and managers), corporate finance (including capital and shares offering), fundamental corporate changes (including mergers & acquisitions, and takeovers), and corporate liquidation and bankruptcy. In addition to presenting strong doctrinal analysis, the author also considers China's unique social, political and economic contexts. Contents: 1. An Overview of the Company Law Regime In China 2. Types of Companies in the Diverse World of Business Organizations in China 3. Corporate Legal Personality and Limited Liability 4. Formation of Companies and the Rules of Capital Maintenance 5. Shareholders and their Rights 6. The General Corporate Governance and Management Structure 7. Fiduciary Duties of the Directors, Supervisors and Management Executives 8. Shareholder Litigation 9. Offering and Trading of Shares in Joint Stock Limited Companies 10. Financial Affairs, Accounting and Profit Distribution 11. Mergers, Acquisitions, and Takeovers 12. Corporate Liquidation and Bankruptcy Index

This guide aims to be concise, but not superficial, practical, but fully alert to the hidden dangers lurking in the interstices of applicable law. A notable feature is the emphasis on particular Belgian practice in such specific areas as representations and warranties, purchasers' and sellers' protection. M&A in Belgium deals with all the elements of a merger acquisition or a joint venture transaction - shareholders' rights, compliance with foreign investment regulations and competition law, structuring, due diligence, financing, transfer formalities, documentation, and taxation. The authors pay close attention to the relevant demands of labour law and environmental law, and offer especially valuable guidance in helping the practitioner to recognize the environmental "red flags" that can make or break a deal. Whether the contemplated merger or acquisition is pure share, share-share, asset-share, or pure asset, private or public, friendly or hostile, this book should provide the exact procedural details that add up to a successful deal.

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China's company and commercial law is still in formation, but its emerging patterns contain many practical elements that can be of immediate use to business people and their counsel. This guide presents not only the current disposition of such elements, but also an analysis, by two outstanding Chinese legal scholars with US, UK, and Canadian experience, of likely developments in the future. As well as providing an understanding of the legal issues affecting transactions in China, this book offers systematic treatment of such business factors as: procedural aspects of setting up a business in China; business incentives and restrictions; contracts; competition; taxation; property rights; protection of creditors; regulation of foreign trade and investment; regulation of financial markets; insolvency; and intellectual property rights.

"This book offers the ideal way for foreign lawyers, business executives, accountants, and professional advisors, to get a solid understanding of Dutch corporate law. This book represents a unique publication in the English language, and an indispensable tool for anybody who is involved in corporate matters in the Netherlands. Many international companies are or use Dutch holding companies. Therefore, the book addresses a wide audience. The book incorporates recent substantial changes in corporate law in the Netherlands."

This second volume focuses on the quest for a legal form for small businesses. The debate as to whether the traditional registered company, perhaps with some modification, is an appropriate vehicle for small enterprises has continued in Britain, and to a lesser extent in Europe, for well over 30 years. The imperative behind reform in this area of the law in many cases will be political and this is perhaps most dramatically illustrated in the case of South Africa. The British heritage of South African law renders South Africa's approach to developing appropriate legal forms for small enterprises of considerable interest to Europe. Consequently, the Institute of Advanced Legal Studies in collaboration with the Centre for Business Law of the University of the Orange Free State organized a conference in London in the Autumn of 1997 on the search for an ideal form for small businesses. The discussions were chaired by Professor A.J. Boyle and Professor Johan Henning and ranged across a broad spectrum of issues.

This book addresses the question of how competition authorities assess mergers in the Information Communication Technology (ICT) sector so as to promote competition in innovation. A closer look at the question reveals that it is far more complex and difficult to answer for the ICT, telecommunications and multi-sided platform (MSP) economy than for more traditional sectors of the economy. This has led many scholars to re-think and question whether the current merger control framework is suitable for the ICT sector, which is often also referred to as the new economy. The book pursues an interdisciplinary approach combining insights from law, economics and corporate strategy. Further, it has a comparative dimension, as it discusses the practices of the US, the EU and, wherever relevant, of other competition authorities from around the globe. Considering that the research was conducted in the EU, the practices of the European Commission remain a key aspect of the content.Considering its normative dimension, the book concentrates on the substantive aspects of merger control. To facilitate a better understanding of the most important points, the book also offers a brief overview of the procedural aspects of merger control in the EU, the US and the UK, and discusses recent amendments to Austrian and German law regarding the notification threshold. Given its scope, the book offers an invaluable guide for competition law scholars, practitioners in the field, and competition authorities worldwide.

The essentials of mergers and acquisitions (M & A) practice can best be examined from a buyer's perspective. In a corporate transaction, it is the buyer who typically faces the more substantial risks. In many instances, legal problems exist of which the buyer must be aware before deciding to purchase the target company. The book features a collection of reports by experienced young practitioners from seventeen different jurisdictions, along with a general report for a working session organised by the Corporate Acquisitions and Joint Ventures and Tax Law Commissions of l' Association international des jeunes avocats (AIJA) for the AIJA Annual Congress in Lisbon in August 2002. Each national report follows the same structure as the general report, but from a local perspective.

The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does 'good' corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book. Recognizing that the concept of 'good' corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following: * board compensation and executive compensation; * unitary and dual board structures; * monitoring management; * legal parameters of 'mismanagement'; * the 'supervisory gap'; * audit, selection and appointment and remuneration committees; * director tenure and retirement policy; * risk management and risk reporting; * corporate safety culture; * conflicts of interest; * whistleblower arrangements; * aims of the regulation of public takeover bids; and * defensive tactics in case of a hostile public takeover bid. These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice. Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The author's clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.

The History of Corporate Law by the Foremost Legal Historian, James Willard HurstThis study, which is based on a series of lectures delivered at the University of Virginia Law School, explores the development of corporate law from the 1780s, a time when the special charter was the only form of incorporation, to the 1960s, a time when corporations were established exclusively through general incorporation statutes. More than a chronicle, Hurst emphasizes how legal institutions actively shaped the central traits of American capitalism. CONTENTSAnalytical Table of ContentsIntroduction: Time, Place and SubjectI.From Special Privilege to General Utility, 1780-1890II.Legitimacy: Utility and Responsibility, 1890-1970III.Institutional Contributions to PolicyConclusion: The Social Impact of Corporation LawBibliographyIndexJames Willard Hurst 1910-1997] revitalized the field of American legal history with The Growth of American Law (1950) and helped establish the study of law and American society in Law and Social Process in United States History (1960). He had a particular interest in the ways society and law influenced one another. He was a professor of law at the University of Wisconsin Law School.

Market necessity for large concentrations of capital and the growing number of legal obligations placed upon those who handle other people's money have made conflict of interest and duty issues increasingly important in recent years. This work identifies conflicts of interest and duty within the financial services industry under Japanese and English law and examines their resolution and management. Little comparative research has so far focused on Japan and the UK, especially in the financial services industry. However, the influence of English common law pragmatism and the prominence of Japan and its financial institutions in the world economy make a detailed comparison of English and Japanese systems particularly important in this area of the law. The book explores, in legal and social terms, the notion of conflicts of interest and the social and cultural differences between the two jurisdictions in dealing with these conflicts. It examines specific issues of conflict and legal duty and legislative regulation, provides practical advice, and suggests ways forward to help minimize exposure to the consequences of conflict. Among those who should find the book useful are regulators and legislators involved in framing and implementing policy, business people concerned with compliance, their legal advisors, and others in the global financial community. The text may also appeal to those interested in comparative research in English and Japanese law.