Boyle & Birds' Company Law is a well established leading textbook based on Gore-Browne on Companies. It combines a comprehensive and authoritative exploration of law and practice with an examination of the theoretical issues. The new edition has been completely updated to take into account the latest legislation and case law.

Buying and Selling Insolvent Companies and Businesses aims to be a comprehensive guide to its readers, being useful to insolvency practitioners and other professionals involved in insolvency, including lawyers, accountants, company directors and company secretaries. It is also of use to potential investors and their advisers as well as being of interest to students who may wish to specialise in insolvency. The new third edition has been updated to include: - Corporate Insolvency and Governance Act 2020 which brought in a new moratorium procedure and restructuring plan as permanent measures in response to COVID-19 - the impact of Brexit on insolvency laws - the impact of the significant rise in the use of company voluntary arrangements - the new Pensions bill, which will have an impact on advisors to insolvent companies

This book offers a comparative review of the ultra vires doctrine in corporate law. Divided into three main sections, it first provides a brief overview of the historical background and the scope of the ultra vires doctrine. It then analyses the essential features of the doctrine in the common law and civil law traditions across the Western world. Lastly, the book examines the objects clause, procedural aspects, and the mechanism of ratification of such ultra vires acts. The book's comparative approach and global contextualization of the subject matter will be of interest to readers from around the globe, familiarizing them with legal provisions, case law, and recent literature. Although it is primarily intended for scholars in the area of corporate law, it is also a valuable resource for professionals in the field of commercial law who deal with issues related to the capacity of firms and the powers of their directors.

This second edition of Protected Cell Companies is a valuable resource for practitioners and academics. The UK's Protected Cell Companies (PCC) Act was first introduced in Guernsey in 1997 and other jurisdictions have followed this path. The book provides comprehensive guidance on such complex issues as insolvency, veil-piercing, tax, and accounting. As lawyers and business people have come to understand the PCC, its uses have spread from its origins in captive insurance companies to providing a bankruptcy remote vehicle for special purpose vehicles, credit derivatives, and open-end investment companies. The book shows that PCCs are now widely used by insurers, insurance brokers, banks, investment and fund managers, and international tax planning advisers. It also describes the use of PCCs and related devices, not only in their originating jurisdictions, but in the EU, the US, and around the world. This second edition contains substantial additions along with the same practical emphasis of the original book.

The ideal companion for anyone studying company law, Smith & Keenan's Company Law provides you with: Straightforward, accessible coverage of the key legal principles you'll need to understand for your module written by experienced lecturers in the field; A range of features to support your learning and help you study independently, including detailed case summaries and discussion of academic opinion in the area; Extensive further reading suggestions to a wide range of academic articles to encourage deeper understanding and analysis. This eighteenth edition also includes: A new chapter on partnerships and limited liability partnerships (LLPs) An extended chapter on the corporate veil, including Petrodel Resources Ltd v Prest [2013] and academic discussion of lifting and piercing the veil of incorporation Discussion of key developments brought about by the Small Business, Enterprise and Employment Act (SBEEA) 2015, including maintenance of a register of people with significant control (PSC); greater restrictions on corporate directors; and the submission of statements of confirmation An updated chapter on the statutory derivative action exploring the evolving case law such as Wilton UK Ltd v Shuttleworth [2018].

This book examines how regulators and policymakers from nine different countries have dealt with Uber, and initiates a legal dialogue between different jurisdictions that could potentially pave the way to a harmonized approach in regulating Uber. The case studies, conducted in Brazil, Germany, Italy, Mexico, Spain, South Africa, Turkey, the UK and the US reveal the case law and regulatory responses that have been adopted in various areas of law. Legal issues relevant to Uber include market regulation, labor law, civil liability, consumer protection, unfair competition and antitrust law. The book thus compares and contrasts the regulatory policy implications of the disruptive innovation created by Uber in the area of transport services. The book starts with a conceptual overview of the legal challenges posed by Uber and concludes with comparative findings based on the individual case studies. In addition to introducing academics and legal practitioners to the theoretical and practical legal problems they may encounter in connection with Uber, the book will especially appeal to policymakers, who can benefit from and compare the experiences of other jurisdictions.

Corporate Criminal Liability is on the rise worldwide: More and more legal systems now include genuinely criminal sanctioning for legal entities. The various regulatory options available to national criminal justice systems, their implications and their constitutional, economic and psychological parameters are key questions addressed in this volume. Specific emphasis is put on procedural questions relating to corporate criminal liability, on alternative sanctions such as blacklisting of corporations, on common corporate crimes and on questions of transnational criminal justice.

Providing a comprehensive framework for a sustainable governance model, and how to leverage it in competing global markets, "Governance, Risk, and Compliance Handbook" presents a readable overview to the political, regulatory, technical, process, and people considerations in complying with an ever more demanding regulatory environment and achievement of good corporate governance. Offering an international overview, this book features contributions from sixty-four industry experts from fifteen countries.

Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More importantly, however, the federal government is increasingly preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces.

What happens when a corporate subsidiary or network company is unable to pay personal injury victims in full? This book sets out to tackle the 'insolvent entity problem', especially as it arises in cases of mass wrongdoing such as those involving asbestos exposure and defective pharmaceuticals. After discussing the nature of corporate groups and networks from the perspectives of business history, organisation studies, and social theory, the book assesses a range of rules and proposed rules for extending liability for personal injuries beyond insolvent entities. New proposals are put forward for an exception to the rule of limited liability and for the development of a flexible new tort based on conspiracy that encompasses not only control-based relationships but also horizontal coordination between companies. The book concludes with a general discussion of lessons learned from debates about extended liability and provides guidelines for the development of new liability rules.

Recognized for accurate, relevant, and straightforward coverage, BUSINESS LAW AND THE REGULATION OF BUSINESS, 13E illustrates how legal concepts apply to today's common business situations. The book's comprehensive, yet succinct, approach provides the depth of coverage ideal for business success and CPA exam preparation without technical jargon. The text includes both landmark and recent cases with the facts and decision summarized for clarity, while the opinion is carefully edited to preserve the language of the court. More than 220 classroom-tested figures, tables, diagrams, concept reviews, and chapter summaries clarify concepts. To enhance readability, legal terms are clearly defined, explained, and illustrated. In addition, each chapter is carefully organized and enriched by illustrative hypothetical and case examples that relate the material to real-life experiences. Numerous critical-thinking features further challenge and strengthen your analytical skills. The "Going Global" feature integrates important international business law content throughout the text.

Lode Walgrave has made a highly significant contribution to the worldwide development of the restorative justice movement over the last two decades. This book represents the culmination of his vision for restorative justice. Coming to the subject from a juvenile justice background he initially saw restorative justice as a means of escaping the rehabilitation-punishment dilemma, and as the basis for a more constructive judicial response to youth crime that had been the case hitherto. Over time his conception of restorative justice moved in the direction of focusing on repairing harm and suffering rather than ensuring that the youthful offender met with a 'just' response, and encompassing the notion that restorative justice was not so much about a justice system promoting restoration, more a matter of doing justice through restoration. This book develops Lode Walgrave's conception of restorative justice further, incorporating a number of key elements. * a clearly outcome-based definition of restorative justice * acceptance of the need to use judicial coercion to impose sanctions as part of the reparative process * presenting restorative justice as a fully fledged alternative to the punitive apriorism * development of a more sophisticated concept of the relationship between restorative justice and the law, and acceptance of the need for legal regulation * a consideration of the expansion of a restorative justice philosophy into other areas of social life and the threats and opportunities this provides * a consideration of the implications of the expansion of restorative justice for the discipline of criminology and democracy

From the creators of the UK's bestselling Law Express revision series. Maximise your marks for every answer you write with Law Express Question and Answer. This series is designed to help you understand what examiners are looking for, focus on the question being asked and make even a strong answer stand out.

The European company ('SE') is a new legal entity offering a European perspective for businesses, which became a reality on 8 October 2004. Its purpose is to allow businesses that wish to extend their activities beyond their home Member State to operate throughout the EU on the basis of a single set of rules and a unified management system. This book explains how to set up and organise a European company, and sets out the text of the relevant EC instruments that serve as its legal basis, as well as the national implementing legislation. It is essential for businesses and their advisers to understand the implementing legislation of the relevant Member States in deciding where to establish an SE. This book provides comprehensive coverage of such legislation in all Member States of the European Economic Area which have, as at 1 July 2005, implemented the Regulation containing the SE statute and the Directive on employee involvement in the SE.

In contrast to the vibrant development in global market entry activities, extant research on the subject is running out of steam. For example, countertrade, a major form of entry mode, has grown to 15 percent of the world trade but studies on the topic have dwindled to naught. The practice of gray market has expanded to include everything from batteries and cars to computers and mobile phones. However, research on gray market has become scarce. Research stagnancy does not limit to micro-marketing issues. The role of government in market entry has received little attention in spite of the active roles many governments, such as the Chinese and Indian governments, have played in creating a favorable environment to attract foreign direct investment and promote export. Written by a group of internationally renowned scholars, this volume of the "Advances in International Marketing" is devoted to bridge a knowledge gap between the practice of international market entry and the availability of research-based insights and principles for guiding that practice. Among the articles, Samiee discusses countertrade from a marketing viewpoint and introduces a unique marketing process perspective. Zou, Taylor, and Fang examine government influences on MNC's control over its foreign market venture. Li and Li investigate channel control in new product export. Mullen, Sashi, and Doney's case study highlights the complex issues in gray market from the perspective of both manufacturers and parallel marketers. Kopp and Zeng review the changes in Chinese patent laws and discuss market entry issues related to intellectual property rights.

This monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach. This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors' ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital. In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied. Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations. This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions). It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.

It is widely accepted that a large proportion of acquisition strategies fail to deliver the expected value. Globalizing markets characterized by growing uncertainty, together with the advent of new competitors, are further complicating the task of valuing acquisitions. Too often, managers rely on flawed valuation models or their intuition and experience when making risky investment decisions, exposing their companies to potentially costly pitfalls. "Playing at Acquisitions" provides managers with a powerful methodology for designing and executing successful acquisition strategies. The book tackles the myriad executive biases that infect decision making at every stage of the acquisition process, and the inadequacy of current valuation approaches to help mitigate these biases and more realistically represent value in uncertain environments.

Bringing together the latest advances in behavioral finance, real option valuation, and game theory, this unique playbook explains how to express acquisition strategies as sets of real options, explicitly introducing uncertainty and future optionality into acquisition strategy design. It shows how to incorporate the competitive dynamics that exist in different acquisition contexts; acknowledge and even embrace uncertainty; identify the value of the real options embedded in targets; and more.

Rooted in economic theory and featuring numerous real-world case studies, "Playing at Acquisitions" will enhance the ability of CEOs and their teams to derive value from their acquisition strategies, and is also an ideal resource for researchers and MBAs.

A fully updated edition of the must-have Blue Book. With its combination of statutes, statutory instruments and Retained European Legislation, this title is considered the essential reference work for corporate lawyers, accountants, company secretaries, tax advisers, regulators and students. Legislation is printed as currently in force with all amendments, repeals and revocations, providing full assurance that you are advising clients accurately.

This innovative book provides non-native English speakers with the English language skills necessary to carry out their legal studies and professional activities effectively. It focuses specifically on the legal language required in two major areas of law central to international business law, drawing on examples from English, American and European legal materials. Fully class-tested, it employs an interactive methodology widely accepted in English language teaching.

This book reconceptualises the role of the general meeting and shareholders in the listed companies in four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia) as one that should include fiduciary duties. It demonstrates why, when, by whom and how fiduciary duties should be imposed and how they could be enforced. In so doing, it refutes the long-standing common law rule that shareholders can generally vote as they please. The book advances the debate on a central notion of corporate law, namely, the interests of the company. It addresses the deficiencies in the law regulating conflicts of interest involving controlling shareholders and institutional shareholders and provides solutions to the problem of activist and passive minority institutional investors. This book challenges us to rethink the meaning and implementation of the long-term success of the company and shows how corporate governance should and could be made.

This book focuses on the socio-political environment that allows for the impactful work of NGOs through their proximity to local communities. The book showcases how this space has helped South African women's rights NGOs to bring about crucial legal reforms, which are quite relevant to women's lived realities. Recognizing its limitations, the South African state encourages NGOs to work freely on the ground and with state institutions to ameliorate the conditions for women's rights. The outcome of this state-NGO dynamic can be seen in the numerous human rights gains achieved by NGOs in general, and by women's rights organizations specifically. In addition, vulnerable communities such as women living under customary law have a significantly better chance to access justice. The book then demonstrates the opposite scenario, using Egypt as a case study, where NGOs are viewed as a national threat, and consequently operate under restrictive rules.

This compelling volume considers three significant modern developments: the ever-changing role of women in society; a significant and growing dissatisfaction with current dominant understandings of corporate governance, corporate law and corporate theory; and the increasing concern to establish sustainable business models globally. A range of female scholars from across the globe and from different disciplines interconnect these ideas in this unique collection of new and thought-provoking essays. Readers are led through a carefully planned enquiry focussing initially on female activism and the corporation, secondly on liberal attempts to include women in business leadership and, finally, on critiquing the modern focus on women as a 'fix' for ethical and unsustainable business practises which currently dominates the corporate world. This collection presents a fresh perspective on what changes are needed to create the sustainable corporation and the potential role of women as influencers or as agents for these changes.

This book provides an overview of the Second Council Directive 77/91/EEC of 13 December 1976 (also known as the Capital Directive) and its implementing rules in each Member State of the European Union and the European Economic Area. It provides companies and advisors with useful insights regarding articles of association and related documents, the incorporation and capital requirements of European companies with limited liability and the rules applicable to the acquisition and pledge of their own shares, the cross-participations, the financial assistance and the distribution of profits. A general report on the Capital Directive is followed by a discussion of the implementation of the rules laid down in the Directive in the national laws of each Member State, each in accordance with a common format and contributed by a practitioner from that State.