Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics. Contributors: R.B. Ahdieh, V. Atanasov, S.M. Bainbridge, B. Black, M.M. Blair, M.T. Bodie, C.S. Ciccotello, D.C. Clarke, L.A. Cunningham, A. Darbellay, S.M. Davidoff, L.M. Fairfax, F. Ferri, J.E. Fisch, T. Frankel, R.J. Gilson, S.J. Griffith, C.A. Hill, R. Kraakman, D.C. Langevoort, I.B. Lee, B.H. McDonnell, R.W. Painter, F. Partnoy, D.G. Smith, R.S. Thomas, R.B. Thompson, D.I. Walker, C.K. Whitehead

In 1980, the United Nations Convention for the International Sale of Goods (CISG) came into being as an attempt to create a uniform commercial sales law. This book, first published in 2007, compares two major restatements - the UNIDROIT Principles and the Principles of European Contract Law (PECL) - with CISG articles. This work has gathered scholars and legal practitioners from twenty countries who contribute analysis on the various issues covered in the articles of the CISG comparing them with how the issue is treated in the UNIDROIT and PECL restatements.The introductory section of the book addresses theoretical and practical issues of the appropriate interpretive methodology as mandated in CISG Article 7 and it is followed by individual analyses of the Convention's provisions.

The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. Although it is widely acknowledged that good corporate governance is a linchpin of good corporate performance, how can one improve corporate governance and its impact on corporate and overall economic performance. This book offers a diverse and forward-looking set of approaches from experts, covering the major areas of corporate governance reform and analyzing the full range of issues and concerns. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practicing lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.

Regulation A(+): How the JOBS Act Creates Opportunities for Entrepreneurs and Investors explains how to raise money under new provisions in the recently enacted JOBS Act. It will guide and advise executives of emerging growth companies, entrepreneurs, financial advisers, venture capitalists, investment bankers, securities lawyers, finance and MBA students, and others on how to raise up to $50 million a year through streamlined regulations. Signed by President Obama on April 5, 2012, Title IV of the JOBS Act amends the 1930s-era Regulation A, making it far easier for businesses to raise growth capital through public offerings. It is, in effect, a new type of IPO but with much less regulation and cost. Regulation A(+): How the JOBS Act Creates Opportunities for Entrepreneurs and Investors spells out new processes that can and will have a dramatic impact on how companies obtain growth capital to create new jobs and bolster returns for investors. Some financial gurus believe that the new law, dubbed Regulation A+ due to the enhancements, will usher in a revolutionary period of growth and innovation comparable to our largest past economic expansions.To date, much of the commentary on the JOBS Act has focused on Title III, which allows broader use of crowdfunding to raise up to $1 million per year. However, many entrepreneurs and economists believe that new changes to Regulation A will have a much greater impact on innovation and job creation. The best part? Regulation A+ lifts many constraints on soliciting funds and trading new stock issues. Among other things, readers of this book will learn how to take advantage of these provisions: * Regulation A+ permits companies to raise up to $50 million, a tenfold increase over the old limit of $5 million, and much more than the crowdfunding provisions of the JOBS Act ($1 million). * Regulation A+ allows companies to market IPOs to more people than just accredited investors and makes it easier to get the word out on offerings. * Regulation A+ allows certain companies to avoid the SEC periodic reporting regimen (Form 10-K, Form 10-Q, Form 8-K, and proxy statements), provided that the number of shareholders is kept below revised thresholds. * Regulation A+ exempts certain companies from many onerous and costly compliance requirements, including Sarbanes-Oxley.In short, Regulation A+ greatly simplifies the capital-raising process, making it easier to grow companies, create jobs, and reward investors. What you'll learn * How Title IV of the JOBS Act amends Regulation A, making it easier for you to raise up to $50 million in expansion capital while avoiding burdensome regulations. * How raising funds through Regulation A might now be a better and less costly choice for raising capital than current options (like loans or venture capital). * How to use Regulation A to gain liquidity for your business, your employees, and your investors--while maintaining control. * How to abide by Regulation A rules before, during, and after an IPO. * What kinds of businesses can take part in Regulation A offerings * How and where to trade shares after the IPO. Who this book is for Executives of emerging growth companies, entrepreneurs, financial advisers, venture capitalists, investment bankers, securities lawyers, finance and MBA students, and others.

The Bribery Act 2010 is the most significant reform of UK bribery law in a century. This critical analysis offers an explanation of the Act, makes comparisons with similar legislation in other jurisdictions and provides a critical commentary, from both a UK and a US perspective, on the collapse of the distinction between public and private sector bribery. Drawing on their academic and practical experience, the contributors also analyse the prospects for enforcement and the difficulties facing lawyers seeking asset recovery following the laundering of the proceeds of bribery. International perspectives are provided via comparisons with the law in Spain, Hong Kong, the USA and Italy, together with broader analysis of the application of the law in relation to EU anti-corruption initiatives, international development and the arms trade.

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.

The importance of disclosure as a regulatory device in company law is widely recognized. This 2006 book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

A. J. Boyle assesses the state of English company law on minority shareholders' remedies from historical, theoretical and comparative perspectives in this important addition to Cambridge Studies in Corporate Law. He analyses the reforms of the UK Law Commission, which have been further appraised and amplified by the work in progress of the Company Law Review Steering Group. The book covers the common law actions by exception to the Rule in Foss v. Harbottle, and the statutory remedies by way of petition for unfair prejudice and/or just and equitable winding up. As well as considering the complexities of derivative actions and statutory minority remedies, Boyle discusses directions for minority shareholders' remedies. This book will be of interest to academics and practitioners in company and corporate law, particularly in the UK, US, France and Germany, as well as throughout the Commonwealth.

On the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Convergence of Shareholder Law, which was originally published in 2007, not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced.

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

The Section on Business Law of the International Bar Association is greatly indebted to the Editor, J. Michael Robinson and to John Gauntlett, the Chairman of the Committee on Issues and Trading in Securities, and his Vice Chairmen, Blaise Pasztory, Robert Briner and the members of the Committee who have contributed, for their joint efforts in preparing this ftrst book of their committee. It will make a valuable addition to the libraries of all practising lawyers because it has been written by practising lawyers, with the knowledge and experience of their own daily work and the understanding of what a practi tioner is looking for. I am confident that this book will prove of real assistance to practitioners world-wide, as have previous publications of other Committees of the Section on Business Law. I wish it great success. I hope that you may wish to join the Section on Business Law and thereby make contact and work with lawyers with similar interests in commercial law. WALTER OPPENHOF Chairman of the Section on Business Law XI Editor's Introduction I have great pleasure in presenting reports from fourteen countries. In the best tradition of many institutions of higher learning which trace their origins to some medieval ale house, this project has its genesis in a bar."

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

Business Insider calls The ENTREPRENEUR'S GUIDE "perhaps the most useful business book you can ever read" and lists it among twenty-five must-read books for entrepreneurs. THE ENTREPRENEUR'S GUIDE TO LAW AND STRATEGY, 5E examines stages of starting a business -- from start-up and growth to public offering, while highlighting legal preparations and pitfalls. Cutting-edge examples show how legally astute entrepreneurs can strategically increase realizable value, deploy resources, and manage risk. The book discusses leaving your job, hiring former coworkers, competing with a former employer, workplace legislation, product liability, and bankruptcy. You examine current issues including today's workforce in the "gig" economy, "crowdsourcing" capital and social media, computer hacking and identity theft. Legal discussion integrates with core strategic concepts, such as Porter's Five Forces, the resource-based view of the firm, the value proposition, activities in the value chain and more.

Hardbound. This volume is a general dictionary within the areas of company, business and financial law, where the selection of terms is based primarily on established and emerging usages within Community legal terminology. The volume provides definitions and general explanations in English, supplemented with specific explanations in Danish and/or German as required. The careful arrangement of terms in Danish and German allows near-independent use between these two languages. Heavy emphasis is placed on idiomatic language use with the inclusion of a large number of complex verb and noun phrases, everyday abbreviated terms, and names of institutions etc. When making the selection of terms, the compilers used their experience as professional translators of commercial and theoretical legal and financial documents. The dictionary will be invaluable to Community business people, lawyers, accountants, translators and students.

Despite the continuous addition of regulatory initiatives concerning corporate human rights responsibilities, what we witness more often than not is a situation of corporate impunity for human rights abuses. The Bhopal gas leak - examined as a site of human rights violations rather than as a mass tort or an environmental tragedy - illustrates that the regulatory challenges that the victims experienced in 1984 have not yet been overcome. This book grapples with and offers solutions to three major regulatory challenges to obligating companies to comply with human rights norms whilst doing business, and asks; why companies should adhere to human rights, what these responsibilities are, and how to ensure that companies comply with their responsibilities. Building on literature in the fields of law, human rights, business ethics, management, regulation and philosophy, this book proposes a new 'integrated theory of regulation' to overcome inadequacies of the existing regulatory framework in order to humanize business. This book will be of interest to scholars, students, researchers, policy makers and human rights activists working in the fields of Law, Business and Human Rights.

As the #MeToo movement has become an increasingly global and significant workplace matter, a timely resource compiling must-know international workplace sexual harassment laws for the multinational employer is clearly needed. This book provides a comprehensive compilation of global sexual harassment laws, clearly necessary in this climate but not currently existing until now. It presents legislation addressing workplace sexual harassment in over 50 countries in the European Region, Asia Pacific, Americas, and the Middle East and Africa. Within each region, the laws of individual countries are set forth, as well as some cultural context and recent developments to indicate present and future trends in workplace sexual harassment regulation. Written in clear, plain English for anyone without a legal background to understand, this book is essential reading and a key resource for employment and business attorneys, global employers, managers, human resources professionals, and occupational health and safety professionals. Academics, practitioners, union members, employees, NGOs, and those in the human rights field will also benefit from this timely resource.

Corporate Manslaughter and Regulatory Reform provides an innovative account of the emergence of new corporate manslaughter offences to criminalize deaths in the workplace during the last twenty years. This has occurred in many different national jurisdictions, but this book shows how these developments can be understood as a coherent phenomenon. It identifies the historical and legal origins of the instrumentalism that has limited the ability of health and safety regulation to respond effectively to work-related death cases, and explains how and why criminal law came to be used as a means of addressing these limitations by reinforcing the moral values underpinning regulation. The contemporary neo-liberal political context is shown to have posed fundamental challenges to systems of safety regulation, and created an environment in which the criminal law is seen as an effective and desirable means of delivering important moral and symbolic messages that regulation cannot communicate effectively itself.

The Council Directive of 21 April 2004 on takeover bids sets forth the general principles applicable to takeover bids and clarifies certain minimum rules with respect to the procedure for a takeover bid, the obligation to make a mandatory bid in the event a minimum threshold is crossed and the majority shareholder's squeeze-out right as well as the minority shareholders' sell-out right. Furthermore, the Directive defines the authority which is competent to approve offer documents and supervise takeover bids, and provides for optional restrictions on the actions of the target company's management and on defence mechanisms. This book discusses the Takeover Directive and its implementing rules in each Member State of the European Union and the European Economic Area, providing companies and their advisors with useful insight into the legal framework and principles applicable to takeover bids in the region.

The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers.

Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control including the distribution of corporate powers, self-dealing, and takeover regulation are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

In areas such as dispute resolution, visibility and investor interest, the relationship between a senior executive employee and his or her employer differs materially from the relationship that most employees have with their employer. Executives are tools which help create shareholder value. A company's decision to employ one executive over another should be based on the ability of the potential employees to create shareholder value for the organisation. It is therefore essential to get both the appointment and contract right. Negotiating and agreeing the right contract requires an understanding of areas as diverse as valuation, employment law, tax and accounting. Covering the appointment of UK executives under contracts governed by UK law, this volume of essays is intended to help anyone involved in the appointment and termination process.

This book goes beyond the 'what and how' of corporate governance to explore the impact and benefits of good governance for companies and their investors. The contributors are leading market practitioners, investors, academics and consultants who offer their own views based on a wealth of experience. Topics covered include what makes for an effective board and is the unitary board sustainable? The contribution of governance to financial performance - is the research conclusive? Managing risk and reputation - how do boards ensure they are trusted by their shareholders? The benefits of market led standard setting -do US and EU regulatory initiatives threaten the traditional UK approach? The book looks to dispel the belief that governance is a burden on companies that adds little value by demonstrating the contribution it makes to board effectiveness and corporate performance.

In recent years, the UN Human Rights Council has approved the 'Respect, Protect, and Remedy' Framework and endorsed the Guiding Principles on Business and Human Rights. These developments have been welcomed widely, but do they adequately address the challenges concerning the human rights obligations of business? This volume of essays engages critically with these important developments. The chapters revolve around four key issues: the process and methodology adopted in arriving at these documents; the source and justification of corporate human rights obligations; the nature and extent of such obligations; and the implementation and enforcement thereof. In addition to highlighting several critical deficits in these documents, the contributing authors also outline a vision for the twenty-first century in which companies have obligations to society that go beyond the responsibility to respect human rights.

This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company ("GmbH") and the German Stock Corporation ("AG"). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company ("SE").

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On the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Thus, Convergence of Shareholder Law not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced.