Dalvinder Singh provides an interdisciplinary analysis of the legal aspects of prudential supervision. This gives the reader a broader understanding of the core processes of banking supervision. By using the UK as a case study, a comparison is made with the US to illustrate the different ways of approaching the issues. The author examines the legal as well as the theoretical, economic, political and policy issues that underpin the purpose of prudential supervision, such as corporate governance, enforcement sanctions, the role of external auditors and accountability of financial regulators. These are considered in the context of broad-policy considerations which render prudential supervision necessary, namely financial stability and depositor protection. The book will be of interest to academics, policymakers, regulators and practitioners, and equally will serve specialist undergraduate and postgraduate programmes in law, management and economics which focus on financial regulation.

An easy to use guide to the Companies Act 2006 and packed full of helpful features, this book provides detailed commentary on the new Companies Act.

Offering a chapter by chapter analysis of the legal and practical implications of the Act, the author traces the background to the act, considering the various Consultation Documents and White Papers issued by the Government, the proposals for company law reform and their culmination in the Company Law Reform Act.

It contains:

• helpful checklists for the busy practitioner
• section by section commentary
• useful appendices of materials and extracts on an accompanying Companion Website.

This is an invaluable and handy resource for undergraduate students and practitioners studying or working in business and company law.

There is no area of business that is more dramatically affected by the explosion of web-based services delivered to computers, PDAs and mobile phones than the film and television industries. The web is creating radical new ways of marketing and delivering television and film content; one that draws in not simply traditional broadcasters and producers but a whole new range of organizations such as news organizations, web companies and mobile phone service providers. This companion volume to Andrew Sparrow's Music Distribution and the Internet: A Legal Guide for the Music Business focuses on the practical application of UK and EU law as it applies to the distribution of television and film through the internet. This includes terms of contract and copyright as they affect studios, broadcasters, sales agents, distributors, internet service providers, film financiers, and online film retailers; as well as areas such as the licensing of rights. It also covers the commercial aspects of delivering film and television services to a customer base, including engaging with new content platforms, strategic agreements with content aggregators, protecting and exploiting intellectual property rights, data and consumer protection, and payment, online marketing and advertising. The opportunities for companies operating in this area are extraordinary (as are the legal implications) and Andrew Sparrow's highly practical guide provides an excellent starting point for navigating through what is a complex area of regulation, contract, copyright and consumer law.

The role of internal audit is changing. The Sarbanes Oxley legislation in the US and the Combined Code for Corporate Governance in the UK focused on the need to demonstrate the active management of risks and report on this subject to shareholders. Boards of Directors are therefore increasingly requiring their internal audit functions to provide a much higher level of assurance in this regard. Phil Griffiths' Risk-Based Auditing explains the concepts and practice behind a risk-based approach to auditing. He explores the changing environment in both the private and public sectors and the associated legislation and guidance. The book then provides a blueprint for refocusing the internal audit role to embrace risk and to help plan, market, undertake and report a risk-based audit. The text includes a detailed risk-based audit toolkit with 15 sections of tools, techniques and information to enable a risk-based approach to be adopted. This is an essential guide for internal and external auditors seeking to manage the realities of the audit function in the turbulent and fast-changing business environment that has emerged since the end of the last century.

Advances in Mergers and Acquisitions stands out from the competition due to its focus on three key characteristics: studies from scholars in different countries, with different research questions, relying on different theoretical perspective. Such a broad and inclusive approach to mergers and acquisitions is not easily replicated in academic journals, with much narrower mandates and metrics. The chapters published in this volume provide cutting edge ideas by leading scholars and help to inform mergers and acquisitions research around the world. Volume 19 of this annual series explores a range of issues that include: mergers waves, roll-up acquisitions, hostile takeovers, M&A experience, and decision-making, corporate governance, and innovation in mergers and acquisitions. This book is of interest to scholars in strategic management, organization theory, and organizational behaviour who are studying questions around mergers and acquisitions. Doctoral students in particular will benefit from access to the diversity of research that can trigger new research questions and expanded research agendas.

Economic analysis plays a pivotal role in competition enforcement. Integrating an economic perspective on merger control with a legal perspective throughout, this is a comprehensive reference work on merger control in the EU. Each chapter includes an analysis of the economic methods that have been employed in merger cases or that can be employed in merger assessment, such as merger simulation and critical loss analysis. Whilst focusing on EU practice, the work also highlights key procedures and and case law across the member states. A comparison with US procedure is also considered. Analysing both substantive and procedural law in detail, this is the most comprehensive work on EU merger control and is invaluable for merger assessment.

This work deals with the liability of the holding company for the debts of its insolvent subsidiaries. In analyzing the current position under English law, the work challenges as outmoded and inadequate the virtual dogma that a holding company is not answerable for the debts of its insolvent subsidiaries. The study identifies four separate and distinct types of behavioural practices within corporate groups which may prejudice the interests of external creditors or otherwise constitute an abuse of the corporate form; the subservient subsidiary situation; the inadequately financed subsidiary situation; the integrated economic enterprise situation; and the group persona situation. After weighing the various arguments for and against a change in the law and concluding that reform is called for, the study proceeds to submit some radical proposals for reform. The basic thrust of the reform proposals is that in a number of well-defined situations entity law should give way to an enterprise analysis and holding company liability should be imposed for the debts of insolvent subsidiaries.

The Takeovers Panel and Takeovers Regulation in Australia is the first detailed analysis of the Australian Takeovers Panel, the regulatory body for takeovers in Australia, whose key power is to declare circumstances relating to a takeover to be unacceptable. Although the first ten years of the Panel are regarded as unsuccessful (only four matters were considered by the Panel), since 2000, it has considered more than 300 matters. It is regarded as having made a very important contribution to the effective regulation of takeovers in Australia. Ian Ramsay brings together leading takeovers practitioners to consider the functions and powers of the Panel, explore why it was established, provide an assessment of its work, examine key issues and discuss possible reforms that would make the Panel even more effective.

This book examines the conception of corporate social responsibility (CSR) in Africa, expanding it's frontiers beyond corporate reporting, voluntary corporate charity and community development projects. Taking a corporate law perspective on CSR, the author combines theory and practice to explain how CSR interacts with of sustainable development and sets an agenda for effective operationalization in Africa. The book not only devises an enforcement mechanism towards embedding effective CSR and sustainable development in Africa but also addresses CSR greenwash on the continent. The author critically examines CSR practices, legal and regulatory techniques in Nigeria and South Africa in the context of contexts of international regulatory dialogues and shows how corporate socially responsible behaviour can be effectively embedded within business communities in Africa. Increasing our understanding of the theoretical, legal and regulatory frameworks supporting corporate responsibility, this book will be of interest to scholars, policy makers and practitioners in the fields of Africa law, corporate law, corporate social responsibility and African business.

The authors argue that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.

Multinational enterprises are becoming a dominant force in international business but surprisingly little has been written on the vital question of the legal issues surrounding their global operations.

Newly updated in paperback, Multinational Enterprises and the Law represents the only complete contemporary and interdisciplinary account of the various techniques used to regulate MNE's at national, regional and international levels. The coverage is comprehensive, authoritative and accessible using numerous case studies from both developed and developing stages to unite theory and current practice.

Split into three major sections the book deals with:

Part I - the conceptual background to MNE regulation.

Part II - a complete examination of the limits of national and regional jurisdiction in regulating MNEs, restrictions on entry and establishment, investment promotion, the impact of the WTO post-entry controls in the fields of tax, company law, antitrust and labour law.

Part III - the contribution of international law and organizations to the regulation of MNEs, including renegotiations and expropriation, ICSID, MIGA and bilateral investment treaties.

The author has skilfully identified the contributions that economics, politics and sociology can add to a full understanding of the legal environment in which the MNE operates.

There can be no doubt that the breadth and depth of the coverage in this book will make it the definitive reference for students, researchers and practitioners in international law, business law, development studies, international politics and international business.

The book provides students of European company law courses, scholars and practitioners with an overview. Although company law remains mainly regulated at the level of national laws, it has become important to obtain a systematic view of the main directives in the field of company law, the EU Court of Justice's jurisprudence, the European Model Company Act and the state of implementation of these directives in the member states of the Union. The book therefore contains, in addition to the illustration of the law laid down by EU legislative bodies and the related soft laws, detailed references to the most important domestic legislations and case laws, in order to make them known and usable as much as possible. Moreover, the book allows identifying the most relevant current legislative trends and the main historical reasons for divergences.

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.

Sustainability and Corporate Governance is the first extensive and targeted guide for directors and their legal advisors on creating a governance framework for corporations that integrates all the recognized principles of sustainability now being discussed in boardrooms all over the world. The book provides a step-by-step approach on integrating sustainability principles into the activities of the board of directors including detailed guidance on legal, regulatory and business aspects of organizing and operating board committees and designing the sustainability management unit. Essential topics covered include: * Elements of an effective framework for implementation of sustainability governance, including required policies, procedures and committee charters * Organization of the governing board to effectively address sustainability issues and implement sustainability strategies * Best practices and processes to engage company stakeholders Corporate board members and attorneys will appreciate the book's practical forms and checklists, complete coverage of all facets of sustainability governance, summaries of relevant international and national guidelines and instruments, and a curated list of samples and case studies from companies all around the world.

From local trial courts to the United States Supreme Court, judges' decisions affect the fates of individual litigants and the fate of the nation as a whole. Scholars have long discussed and debated explanations of judicial behavior. This book examines the major issues in the debates over how best to understand judicial behavior and assesses what we actually know about how judges decide cases. It concludes that we are far from understanding why judges choose the positions they take in court.
Lawrence Baum considers three issues in examining judicial behavior. First, the author considers the balance between the judges' interest in the outcome of particular cases and their interest in other goals such as personal popularity and lighter workloads. Second, Baum considers the relative importance of good law and good policy as bases for judges' choices. Finally Baum looks at the extent to which judges act strategically, choosing their own positions after taking into account the positions that their fellow judges and other policy makers might adopt. Baum argues that the evidence on each of these issues is inconclusive and that there remains considerable room for debate about the sources of judges' decisions. Baum concludes that this lack of resolution is not the result of weaknesses in the scholarship but from the difficulty in explaining human behavior. He makes a plea for diversity in research.
This book will be of interest to political scientists and scholars in law and courts as well as attorneys who are interested in understanding judges as decision makers and who want to understand what we can learn from scholarly research about judicial behavior.
Lawrence Baum is Professorof Political Science, Ohio State University.

The growth of financial conglomerates, offering a range of services hitherto unprecedented, has caused problems for regulators. While conglomerates bring with them many economic benefits (diversification of risk, economies of scope, etc) they also impose costs (systemic risk and conflict of interest abuses). Regulators must ensure that the regulation imposed is sufficiently strong to eradicate these abuses, but at the same time, flexible to allow the benefits of conglomeration to be secured. The Chinese Wall - a regulatory mechanism aimed at stemming the flow of information between one department in a firm to another department, and reconciling conflicts of interest more generally - is singled out for special treatment. The legal position of the device, which has become all the more important in the wake of the recent Law Commission inquiry into the relationship between the Financial Services Act 1986 (and the rules made thereunder) and the general law, is considered in detail. Harry McVea argues that an effective Chinese Wall will in most cases be legally sufficient to absolve a firm from potential liability at general law, but that there are situations where Chinese Walls are not

This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board's decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007-2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally.

An authoritative and practical guide to business ethics, written in an accessible question-and-answer format In today's turbulent business climate, business ethics are more important than ever. Surveys of employees show that misconduct is on the rise. Cover stories reporting indictments, prosecutions, and penalties imposed for unethical business conduct appear almost daily. Legislatures pass requirements elevating the levels of punishment and their enforcement against corporations and individuals. Organizations face pressure to design and implement effective ethics and compliance programs. As a result, businesses and businesspeople are increasingly worried that their conduct might cross lines that put their wealth and reputations at risk. Business Ethics: What Everyone Needs to Know (R) explains what those lines are, how not to cross them, and what to do when they are crossed. Written for both businesspeople facing real-life dilemmas and students studying ethical questions, this succinct book uniquely surveys materials from moral philosophy, behavioral science, and corporate law, and shares practical advice. Experts J.S. Nelson and Lynn A. Stout cover a wide array of essential topics including the legal status of corporations, major ethical traps in modern business, negotiations, whistleblowing and liability, and best practices. Written in a short question-and-answer style, this resource provides engaging and readable introductions to the basic principles of business ethics, and an invaluable guide for dealing with ethical dilemmas.

THE LAW OF CORPORATIONS AND OTHER BUSINESS ORGANIZATIONS, 6th Edition deciphers the complex substantive and procedural laws surrounding U.S. business entities today-and prepares you for a paralegal career in corporate law. Focusing on corporations, sole proprietorships, partnerships, limited liability partnerships, and limited liability entities, the text explains the law and the theory behind the law while providing practical information that you can take to the office. Financial structures, securities regulations, mergers, and bankruptcy round out the legal discussions, along with special attention paid to the Uniform Acts and Model Business Corporation Act used by most state legislatures to create state-specific laws. Special features include sample documents, paralegal profiles, sample paragraphs, and practical advice that you can use on the job as a corporate paralegal.

This book examines the conception of corporate social responsibility (CSR) in Africa, expanding it's frontiers beyond corporate reporting, voluntary corporate charity and community development projects. Taking a corporate law perspective on CSR, the author combines theory and practice to explain how CSR interacts with of sustainable development and sets an agenda for effective operationalization in Africa. The book not only devises an enforcement mechanism towards embedding effective CSR and sustainable development in Africa but also addresses CSR greenwash on the continent. The author critically examines CSR practices, legal and regulatory techniques in Nigeria and South Africa in the context of contexts of international regulatory dialogues and shows how corporate socially responsible behaviour can be effectively embedded within business communities in Africa. Increasing our understanding of the theoretical, legal and regulatory frameworks supporting corporate responsibility, this book will be of interest to scholars, policy makers and practitioners in the fields of Africa law, corporate law, corporate social responsibility and African business.