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Books > Law > Laws of other jurisdictions & general law > Financial, taxation, commercial, industrial law > Company law
The Law of Limited Liability Partnerships, Fifth Edition is an
indispensable book for all those who advise on the legal and
taxation aspects of incorporating and running an LLP. It combines
concise description, practical guidance and penetrating analysis of
problem areas. It also offers an international perspective through
a comparative analysis of the UK LLP structure and those being
enacted overseas in Canada, Dubai, India, Japan, Qatar, Singapore,
the USA and other jurisdictions. Comprehensively setting out the
law of LLPs in England and Wales, the Fifth Edition includes
coverage and analysis of: - Newey J's decision in Hosking v
Marathon Asset Management LLP [2017] on the application of the
fiduciary forfeiture rule to LLP profit sharing - the Court of
Appeal decision in Grupo Mexico de CV v Registrar of Companies
[2019] on rectifying the companies and LLP registers - recognition
of the limited liability of foreign LLPs in the light of the Privy
Council decision in Investec Trust (Guernsey) Limited v Glenella
Properties Limited [2018] - ICC Jones's decision in McTear v Eade
[2019] in relation to provability of debts owed to members and
insolvency setoff - decisions on section 214A of the Insolvency Act
1986 - further development of the law on repudiation of LLP
agreements - the continuing development of the law on discretionary
decision making in the light of the Supreme Court decision in BP
Shipping v Braganza [2015] and on duties owed by LLP members -
decisions on derivative claims in Harris v Microfusion 2003-2 LLP
[2016] and Kallakis v AIB Group PLC [2020] - administration orders
in Patley Wood Farm LLP v Brake [2016] Specialist contributors have
written chapters on: Financial Services Regulation and LLPs;
Taxation of LLPs; Members and Discrimination; and Whistleblower
Protection.
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.
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.
Corporate law in the United States requires directors to manage
firms in the interests of shareholders, which means never
sacrificing profits in service of other stakeholders or interests.
In this timely, groundbreaking book, David Yosifon argues that this
rule of 'shareholder primacy' is logically, ethically, and
practically unsound, and should be replaced by a new standard that
compels directors of our largest corporations to manage firms in a
socially responsible way. In addition to summarizing existing
debates on the issue - and giving special attention to the Supreme
Court's decision in Citizens United - Yosifon explores the problem
of corporate patriotism and develops a novel approach to the
relationship between corporate law and consumer culture. The book's
technical acumen will appeal to experts, while its engaging prose
will satisfy anyone interested in what our corporate law does, and
what it should do better.
"This book offers the ideal way for foreign lawyers, business
executives, accountants, and professional advisors, to get a solid
understanding of Dutch corporate law. This book represents a unique
publication in the English language, and an indispensable tool for
anybody who is involved in corporate matters in the Netherlands.
Many international companies are or use Dutch holding companies.
Therefore, the book addresses a wide audience. The book
incorporates recent substantial changes in corporate law in the
Netherlands."
Provides the answers to all the questions that can arise on the
formation, operation and dissolution of Partnerships, LPs and LLPs
as well as the answers to all questions that can arise in disputes
between partners, ex-partners and outsiders. Fully revised and
updated this new edition will include coverage of: - The
introduction of the Private Fund Limited Partnership (PFLP) in 2017
- Application of discrimination law in the context of
partnerships/LLPs: Seldon v Clarkson, Wright and Jakes; Tiffin v
Lester Aldridge LLP; Bates v van Winklehof - Interpretation of
partnership agreements, what amount to partnership assets and how
they should be valued, in the context of the retirement or buy-out
of a former partner: Drake v Harvey; Ham v Ham; Ham v Bell - The
role, if any, of the doctrine of repudiation in the context of
partnerships (Golstein v Bishop) and LLPs (Flanagan v Liontrust
Management LLP) - What nature of "business" may constitute a
partnership (Bhatti v HMRC) - Impact of changes made to the
insolvency regime (including the Insolvency Rules 2016) on
insolvency of partnerships and LLPs
This legislative guide is prepared by UNCITRAL to promote an
enabling legal environment for micro, small and medium-sized
enterprises (MSMEs). The guide is based on the premise that it is
in the interests of States and of MSMEs that such businesses
operate in the formal economy. This guide also reflects the idea
that entrepreneurs that have not yet commenced a business may be
persuaded to do so in the formal economy if the requirements for
formally starting their business are not considered overly
burdensome, and if the advantages for doing so outweigh their
interest in operating in the informal economy. The guide includes
best practices from various parts of the world and 58
recommendations aiming at assisting States in streamlining their
business registration procedures.
Banking Law Day 2013 inBerlin adressed the topics of
"Bankenregulierung und Insolvenzrecht" and "Kapitalanlagegesetzbuch
und Honorarberatung." Under the direction ofOlaf Langnerand
Elisabeth Roegele, expert speakers from academia and daily praxis
debated the issues.
This textbook uses a three stage didactic model for acquiring or
deepening knowledge about copyright law. Based on theoretical as
well as practical issues in the area of copyright law, it draws on
major decisions of the BGH (German Supreme Court), which help
develop the important doctrinal implications of the case."
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.
Diese Festschrift ist dem Berliner Professor fur Burgerliches
Recht, Gewerblichen Rechtsschutz und Urheberrecht Artur-Axel
Wandtke zu seinem 70. Geburtstag gewidmet."
Banking Law Day 2012 inFrankfurt adressed the topics of
"Anlegerschutz im Wertpapiergeschaft" and "Verantwortlichkeit der
Organmitglieder von Kreditinstituten." Under the direction of
Markus Artz and Volker Gross, expert speakers from academia and
daily praxis debated the issues."
As attention moves rapidly towards comparative approaches, the
research and teaching of company law has somehow lagged behind. The
overall purpose of this book is therefore to fill a gap in the
literature by identifying whether conceptual differences between
countries exist. Rather than concentrate on whether the
institutional structure of the corporation varies across
jurisdictions, the objective of this book will be pursued by
focusing on specific cases and how different countries might treat
each of these cases. The book also has a public policy dimension,
because the existence or absence of differences may lead to the
question of whether formal harmonisation of company law is
necessary. The book covers 12 legal systems from different legal
traditions and from different parts of the world (though with a
special emphasis on European countries). In alphabetical order,
those countries are: Finland, France, Germany, Italy, Japan,
Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and
the US. All of these jurisdictions are subjected to scrutiny by
deploying a comparative case-based study. On the basis of these
case solutions, various conclusions are reached, some of which
challenge established orthodoxies in the field of comparative
company law.
This publication considers important legal questions concerning
acquisition in good faith of shares and of rights to shares in a
GmbH. In particular, the requirements, legal consequences and the
limits of acquisition in good faith of shares and of rights to
shares are specifically addressed and presented in relation to the
legal questions associated with the acquisition in good faith of
shares in a GmbH. This work's primary objective is to contribute to
establishing clarity on the countless questions of interpretation
associated with section 16 sub-section 3 of the German Limited
Liability Companies Act (GmbHG).
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