Starting from a discussion of the theoretical underpinning of the place companies occupy in society, this book explores the consequences of adherence to free market contractualist theory, including the lack of regulatory control of a sufficiently robust nature. Professor Dine comments on the absence of a concept of governance of groups from a comparative perspective and considers the consequences of this absence for the conflict of laws. In particular, she highlights the tragic consequences of globalization by transnationals including polarization of income and environmental damage, and suggests a possible legal framework to prevent future damages.

From our daily practice as scholars, consultants and entrepreneurs we know how critical it is to make the right decisions that can shape the future of a company. One of the earliest of such decisions is surely the selection of the appropriate legal form as it is hardly reversible and has major implications on the running business. Accordingly, we can nd a wealth of information about the pros and cons of speci c legal forms. However, so far there is only scarce information available once you decide to enter a foreign market. There are offerings, e.g. from the Chambers of Commerce and you can search the Internet. When information is provided in the local language, comprehension becomes dif cult. Furthermore, the material that is available today only seldom allows for a structured analysis and comparison of legal forms in different countries. From discussions with entrepreneurs we know that this situation has not only been cumbersome for us, but actually everybody who is thinking about starting up a business or widening the operations across country borders is faced with the complex task of deciding on a legal form.

Private Company Law reform is among the most important topics for lawmakers and companies. This well-timed volume explains in details the legal reforms taking place in the principal European jurisdictions, the United States and Asia. The volume brings together a distinguished group of company law scholars to examine the factors leading to the rise of the new unincorporated entities in the US and Asia and explains in detail how private company law forms can be suitably adapted to meet a wide range of firms' needs. It examines the important reforms taking place in private company law across the EU and addresses how the reforms may lead to a more optimal environment for businesses to operate. Finally, it critically explores the advantages of introducing the European Private Company. This book is a valuable tool for scholars, corporate lawyers, practitioners, policymakers and advanced students in law, as well as for entrepreneurs in emerging and developed markets. Joseph A. McCahery is Professor of International Economic Law at Tilburg University, the Netherlands and Professor of Financial Market Regulation, Tilburg Law and Economics Center. Levinus Timmerman is Advocate General in the Supreme Court of the Netherlands and Professor of Foundations of Company Law at the Erasmus University Rotterdam, the Netherlands. Erik P.M. Vermeulen is Professor of Business Law at Tilburg University, Professor of Financial Market Regulation, Tilburg Law and Economics Center, and Vice President at the Corporate Legal Department of Philips International B.V.

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

The Swedish Takeover Code is the Swedish equivalent of the UK City Code on Takeovers and Mergers. First published in the 1970s, it was largely based on the UK City Code, which served as its model. Since then, Sweden has witnessed a large number of public takeovers, many of them with a cross-border element. Historically, takeover activity on the Swedish stock market has always been more vibrant than in most European countries, and that continues to be the case to this day. Available for the first time in English, this book is the leading commentary on the Swedish Takeover Code. Written by members of the Swedish Takeover Panel, who have been directly involved in the recent overhauls of the code, it is a vital reference for any companies, lawyers, bankers, financial regulators or policy makers participating in mergers and acquisitions involving Swedish stakeholders.

Harmonisation of law, a term that refers to an effort to bring two different legal traditions in harmony with one another, has developed a rather negative connotation over time when mentioned in the context of Shari'ah and common law. Harmonisation began to be looked at as an attempt by one legal system to impose its values on the other. A major reason for that is the lack of understanding of the scope to which these two legal traditions converge. One of the principal findings of this book is that Shari'ah and common law have many more commonalities than differences. As a result, the need for harmonisation between the two might have been exaggerated. The similarities do not need to be harmonised. Rather, they need to be acknowledged and appreciated. If the differences between Shari'ah and common law, which undoubtedly exist as evidenced in this book, are approached from the position of appreciation for commonalities, the ambiance to reconcile the differences would be more conducive to the harmonisation process which would, in that case, be reflective of compromise. This book is intended to help readers better understand Shari'ah and common law and aid harmonization efforts when needed.

This study analyses the legal framework imposed on corporations by the imperial Russian Government. It stresses the dual nature of the bureaucracy's policy toward modern capitalist enterprise: encouragement for the sake of economic development, and regimentation in the interest of maintaining autocratic control. By illuminating the political nature of the autocracy's economic agenda, Professor Owen seeks to explain why Russian corporate law became increasingly restrictive toward the end of the imperial period. Attention is also given to the practices of Russian capitalists, whose occasional abuses of corporate power justified restrictive laws in the eyes of officials. The emphasis of this study on the uneasy accommodation between tsarist autocracy and the modern corporation clarifies aspects of Russian political, economic, and cultural life that hindered the development of capitalism on the eastern periphery of Europe.

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 supplemental text on PR law is intended to be used with other mass communication textbooks. It is intended for the mass communication law course, which is a mainstay (although not always required course) in all accredited programs in mass communication, journalism, broadcasting, telecommunications, public relations, mass media, and related curricula.

Europe has known very different systems of company laws for a long time. These differences do not only pertain to the board structures of public companies, where single-tier and two-tier structures can be distinguished, they also pertain to the principles of fixed legal capital. Fixed legal capital is not a traditional ingredient of English and Irish company law and had to be incorpo-rated into these legal systems (only) for public limited companies according to the Second European Company Law Directive of 1976. Both jurisdictions have never really embraced these rules. Against this background, the British Accounting Standards Board (ASB) and the Company Law Centre at the British Institute of International and Comparative Law (BIICL) have initiated and supported a study of the benefits of this legal system by a group of experts led by Jonathan Rickford. The report of this group has been published in 2004. Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed. The British government has adopted this view and wants the European Commission to act accordingly. Against this background a group of German and European company law experts, academics as well as practitioners, have come together to scrutinise sense and benefits of fixed legal capital and all its specific elements guided by the following questions: What is the relevant legal concept supposed to achieve? What does it achieve in reality? What criticisms are there? Which proposals or alternatives are available? From the outset the group of experts has endeavoured to cooperate with foreign colleagues, which resulted in very fruitful and pleasant exchanges. This volume contains, besides an executive summary of the results, 16 essays on specific aspects of legal capital in Germany covering also neighbouring fields of law (e.g. accounting, insolvency);7 reports on fixed legal capital in other jurisdictions (France, Great Britain, Italy, the Netherlands, Poland, Spain and the U.S.A.) addressing the same questions as the essays on German law. The British initiative disapproves of the Second Directive. The Directive does only deal with public limited companies in Europe, which is reflected in the analysis presented here. It is only concerned with the fixed legal capital of public limited companies, not with capital issues of private companies. The study has arrived at a result that differs completely from that of the Rickford group. It verifies the usefulness of the concept of fixed legal capital and wishes to convince the European Commission of the benefits of the Second Company Law Directive.

This book explores the legal issues concerning groups of companies including regulation at national, international and global level. It offers a comparative discussion of the way in which issues common to the regulation of groups have been approached in the UK, in the European Union, in other member states of the union, in the United States and, where helpful, in other countries including the emergent economies of eastern European states. The author highlights the often tragic consequences of globalization by transnationals including polarization of income and environmental damage.

Company Law brings clarity and sophisticated analysis to the ever-changing landscape of company law. Brenda Hannigan captures the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides students through all the major areas studied at undergraduate level. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate rescue and restructuring (including liabilities arising on insolvency). The author's accessible writing style and comprehensive approach to the subject makes this an ideal textbook for students of company law. Digital formats and resources The sixth edition is available for students and institutions to purchase in a variety of formats, and is supported by online resources. The e-book offers a mobile experience and convenient access along with functionality tools, navigation features and links that offer extra learning support: www.oxfordtextbooks.co.uk/ebooks

On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company. The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic.

This book considers the efficacy of transitional justice mechanisms in response to corporate human rights abuses. Corporations and other business enterprises often operate in countries affected by conflict or repressive regimes. As such, they may become involved in human rights violations and crimes under international law - either as the main perpetrators or as accomplices by aiding and abetting government actors. Transitional justice mechanisms, such as trials, truth commissions, and reparations, have usually focused on abuses by state authorities or by non-state actors directly connected to the state, such as paramilitary groups. Innovative transitional justice mechanisms have, however, now started to address corporate accountability for human rights abuses and crimes under international law and have attempted to provide redress for victims. This book analyzes this development, assessing how transitional justice can provide remedies for corporate human rights abuses and crimes under international law. Canvassing a broad range of literature relating to international criminal law mechanisms, regional human rights systems, domestic courts, truth and reconciliation commissions, and land restitution programmes, this book evaluates the limitations and potential of each mechanism. Acknowledging the limited extent to which transitional justice has been able to effectively tackle the role of corporations in human rights violations and international crimes, this book nevertheless points the way towards greater engagement with corporate accountability as part of transitional justice. A valuable contribution to the literature on transitional justice and on business and human rights, this book will appeal to scholars, researchers and PhD students in these areas, as well as lawyers and other practitioners working on corporate accountability and transitional justice.

In modern society corporate activities frequently result in serious harm, whether to the environment, to victims of industrial accidents, or to persons who suffer loss from fraudulent operations. In such cases who should be held responsible, the corporation or individual employees? This book explains why accountability is rarely imposed under the present law, and proposes solutions which would help to extend responsibility to a wide range of actors. The authors develop an Accountability Model under which the courts and corporations work together to achieve accountability across a broad front.

In modern society corporate activities frequently result in serious harm, whether to the environment, to victims of industrial accidents, or to persons who suffer loss from fraudulent operations. In such cases who should be held responsible, the corporation or individual employees? This book explains why accountability is rarely imposed under the present law, and proposes solutions which would help to extend responsibility to a wide range of actors. The authors develop an Accountability Model under which the courts and corporations work together to achieve accountability across a broad front.

Professors Hillman and Loewenstein have assembled in one volume insightful contributions on a range of important legal topics within the law of non-corporate forms of doing business. Contributors to the work are the Who s Who within the fields of partnership, LLC and alternative business forms who collectively provide multi-disciplinary perspectives on a wide range of topics such as the limits of private ordering, the implied covenant of good faith and fair dealing as a governor on overreaching, tensions alternative business forms place on traditional agency law, the growing use of LLCs for cross border tax planning, and trends in disassociation and dissolution. There are also seven chapters devoted to important developments for non-corporate organizations in the UK, Japan, China, Russia, India, Taiwan and Brazil. This book should be on every business organization practitioner or academic's bookshelf.' - James D. Cox, Duke University, USWhile the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists. This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil. This Handbook s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students. Contributors: A. Afsharipour, R. Axberg, E. Berry, B.T. Borden, D.M. Branson, C.V. 'Cass' Brewer, J.W. Callison, A.A.S. de Camargo, D.A. DeMott, A.G. Donn, F.A. Gevurtz, N. Grossman, M.M. Harner, J.M. Heminway, N.C. Howson, J. Ivey-Crickenberger, R.R. Keatinge, J.T. Laster, A. Jen-Guang Lin, M.J. Loewenstein, M. Manesh, A. Martin Rhodes, B. Means, J.H. Murray, P.B. Oh, V. Orlov, T.E. Rutledge, Z. Shishido, L.E. Strine, D.J. Weidner

Consumer law, particularly consumer credit law, is characterised by increasingly complex regulation in Western economies. Reacting to the Global Financial Crisis, governments in the UK, the EU, Australia, New Zealand and the United States have adopted new laws dealing with consumer credit, responsible lending, consumer guarantees and unfair contracts. Drawing together authors from all of these jurisdictions, this book analyses and evaluates these initiatives, and makes predictions as to their likely success and possible flaws.

This open access volume of the AIDA Europe Research Series on Insurance Law and Regulation brings together contributions from authors with different legal cultures. It aims to identify the legal issues that arise from the intersection of two disciplines: insurance law and corporate/company law. These legal issues are examined mainly from the perspective of European Union (EU) law. However, there are also contributions from other legal systems, enriching the perspective with which to approach these issues.

The second edition of Critical Company Law provides a framework in which to understand how the company functions in society and a thorough grounding in modern legal doctrine. It shows how modern company law is shaped by a multi-layered history of politics, ideology, economics and power. Through the lens of political economic theory the book shows how the company becomes the mechanism through which the state makes political choices about distributing societies' wealth and through which it responds to economic crises. The current law reflects an economy marked by a disjuncture between the low profits of the productive economy and the high profits of the finance economy. Critical Company Law examines areas of company law to show how they reflect a fragile economy inexorably drawn to social and economic inequality and short-termism. These include: * The Doctrine of Separate Corporate Personality * Groups of Companies and Tort Liabilities * Company Formation and the Constitution * Directors' Duties and Authority * Corporate Capacity * Shares and Shareholders * Raising and Maintaining Capital * Minority Protection In this uniquely hybrid book the legal topics are treated with detail and clarity, providing an engaging introduction to the key topics required for a student of company law.

Taking a global viewpoint, this volume addresses issues arising from recent developments in the enduring and topical debates over Genetically Modified Organisms (GMOs) and their relationship to Intellectual Property (IP). The work examines changing responses to the growing acceptance and prevalence of GMOs. Drawing together perspectives from several of the leading international scholars in this area, the contributions seek to break away from analysis of safety and regulation and examine the diversity of ways the law and GMOs have become entangled. This collection presents the start of a much broader engagement with GMOs and law. As GMO technology becomes increasingly more complex and embedded in our lives, this volume will be a useful resource in leading further discussion and debate about GMOs in academia, in government and among those working on future policy.

In this groundbreaking work, Stephen M. Bainbridge and M. Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current 'monitoring' role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations - known as 'Board Service Providers' or BSPs - to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policymakers, and those within the corporations that will benefit from this change.

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