Virtually all large banks and other financial institutions in the UK and internationally are public limited liability companies whose shares are listed on one or several stock exchanges. As such, their corporate governance and, in particular, the incentives faced by their directors and senior managers are to a significant extent determined by corporate and securities law rules such as directors' duties, directors' liability in insolvency, takeover regulation, disclosure obligations, shareholder rights and rules on executive remuneration. At the same time, systemically important financial institutions in the UK are licensed, regulated and supervised by the Prudential Regulation Authority (PRA). This book explores the relationship between, on the one hand, the broader corporate law, corporate governance and securities law framework and, on the other, the prudential regulatory framework. Although the book's main focus is on UK law, much of the policy argumentation is relevant globally and therefore appropriate international comparisons are drawn, and analysis of EU law and regulation is included. The book argues that the corporate law regime, which focuses on shareholder empowerment and profit maximisation, operates as an antithesis to prudential regulatory objectives thus undermining the safety and soundness of banks and other financial institutions by encouraging risky behaviour that may be in the best interests of their shareholders, but is clearly not in the public interest.

There are many deep-seated reasons for the current financial turmoil but a key factor has undoubtedly been the serious failings within the corporate governance practices of financial institutions. There have been shortcomings in the risk management and incentive structures; the boards' supervision was at times weak; disclosure and accounting standards were in some cases inadequate; the institutional investors' engagement with management was at times insufficient and, last but not least, the remuneration policies of many large institutions appeared inappropriate. This book will provide a critical overview and analysis of key corporate governance weaknesses, focusing primarily on three main areas: directors' failure to understand complex company transactions; the poor remuneration practices of financial institutions; and, finally, the failure of institutional investors to sufficiently engage with management. The book, while largely focused on the UK, will also consider EU and Australian developments as well as offering a comparative angle looking at the corporate governance of financial institutions in the US.

Making Commercial Law Through Practice 1830-1970 adds a new dimension to the history of Britain's commerce, trade manufacturing and financial services, by showing how they have operated in law over the last one hundred and forty years. In the main law and lawyers were not the driving force; regulation was largely absent; and judges tended to accommodate commercial needs, so that market actors were able to shape the law through their practices. Using legal and historical scholarship, the author draws on archival sources previously unexploited for the study of commercial practice and the law's role in it. This book will stimulate parallel research in other subject areas of law. Modern commercial lawyers will learn a great deal about the current law from the story of its evolution, and economic and business historians will see how the world of commerce and trade operated in a legal context.

Due to the increase in the international competition for capital, the demand for internationally comparable accounting norms has received a new impetus. The previous aim was a European-wide gradual convergence on the European and national levels but now European legislators are striving for a standardization of European Accounting Law based on the International Financial Reporting Standards (IFRS) as set forth by the International Accounting Standards Board (IASB). Against this backdrop, an analysis of the demands of European Account Law on foreign accounting systems is presented in this work.

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.

Institutional shareholder participation has long been considered as vital to good corporate governance yet its potential does not seem to have been realized. The recent banking crisis exposed the passivity of some institutional shareholders, many of whom appear to have chosen to sell their stakes in the banks rather than intervene or challenge the board when they realized the strategies followed by the banks were excessively risky. Institutional shareholders' role to scrutinize and monitor the decisions of boards and executive management in the banking sector in the UK is considered by many to be a failure, resulting in the phenomenon of 'ownerless corporations', as described by Lord Myners. In China, despite the fast rising of institutional investment in the securities market, institutional shareholders have not yet played a contributory role in monitoring corporate managers in listed companies. Drawing on empirical evidence this book seeks to systematically analyses institutional shareholders' incentives to activism to explain when and why shareholder activism will occur. The book puts forward a model which explains the factors that determine institutional shareholders' propensity for activism. The model both elaborates the collective benefits of activism as a means of achieving managerial accountability asks whether and when shareholder activism is rational for any individual shareholder. The book then goes to on to apply these finding to both the UK and China in order to explain the varying levels of shareholder activism in each jurisdiction. The book is the first to take an in-depth look at institutional share-holder activism in China providing prescriptions to promote greater shareholder engagement and exploring the potential it holds for improving corporate governance in the region.

There are numerous conceptual reforms in the latest edition of the traditional commentary on insurance contract law. In addition to the uniform structure of the individual commentaries, there are considerably more commentators and an increase in the number of individual volumes. Thus, the commentaries are produced by acknowledged experts and held ever up to date.

Zwei aktuellen Themen von hoher kreditwirtschaftlicher Tragweite hat die Bankrechtliche Vereinigung - Wissenschaftliche Gesellschaft fA1/4r Bankrecht e.V. ihrem Bankrechtstag 2002 in Leipzig gewidmet. Neben den Auswirkungen der Schuldrechtsreform auf das Recht der BankgeschAfte wurde die unternehmensinterne Wissenszurechnung behandelt. 1. Abteilung: Neues Schuldrecht und BankgeschAfte Mathias Habersack, Mainz: Auswirkungen der Schuldrechtsreform auf das Recht der BankgeschAfte; Herbert Schimansky, Marxzell: Das Recht der Aoeberweisung ab 1. Januar 2002; Ahrend Weber, Berlin: Das neue Schuldrecht in der kreditwirtschaftlichen Praxis 2. Abteilung: Wissenszurechnung bei Kreditinstituten Josef Drexl, MA1/4nchen: Wissenszurechnung im unabhAngigen und Konzernunternehmen- Zivil-, gesellschafts- und bankrechtliche Aoeberlegungen; Gerd Nobbe, Karlsruhe: Wissenszurechnung in der Rechtsprechung des Bundesgerichtshofs; JA1/4rgen SchrAter, Frankfurt am Main: Wissenszurechnung aus der Sicht der kreditwirtschaftlichen Praxis

The study of Law forms a component of many undergraduate and postgraduate programs. Its inclusion does not aim to equip business practitioners with skill and expertise to render professional legal advice unnecessary, but more to provide a legal framework of reference in which both strategic and more immediate business issues can be placed. Equipping managers with a basic understanding of how law impacts upon business activity can help them avoid legal pitfalls in the first place or at least identify potential problems at an early stage, to avoid inconvenience and cost. International business can present problems that are not present in a purely domestic transaction. Any law component in a management program should embrace it and by doing so the business practitioner can be familiarized with the wider picture in which modern business, aided by technological development, is increasingly practiced.

The contribution of company law to the realization of the domestic market is still pending in many areas. These findings were the starting point of the study in hand, which follows the central theme of company law conforming to a domestic market. This central theme has a legal and economic aspect: domestic market conformities in the legal sense are regulations relating to company law if they correspond to the compelling legal guidelines of Community law; in the economic sense they conform to the domestic market if they contribute to international trade in the domestic market. The clarification of the structural components, followed by the development of company law in the international process, takes center stage of the study, including civil rights, adjustments to the law, the creation of supranational legal forms and the concept of a legislator competition in the European domestic market. The findings gained are then applied to the current core questions of the European company law: the development of international company law, the protection of creditors and the systems of managing publicly owned firms.

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.

Transnational business activities are important drivers of growth for developing and the least developed countries. However, they can also negatively impact the enjoyment of human rights. In some cases, multinational enterprises (MNEs) have even been accused of grave human rights abuses in the territory of the states where their subsidiaries operate. Since the parent companies of many MNEs are incorporated under the law of European states, those countries' domestic law and the European legal framework play a crucial role in establishing how their activities should be conducted - also throughout their supply chains - and which remedies will be available when corporate human rights violations occur. In recent years, the European Union, the Council of Europe and their Member States have been adopting policies and legislation to ensure respect for human rights by businesses and have developed a body of related case law. These legal instruments can be considered the European responses to the challenges posed at international-law level, and they constitute the focus of research of this book. Through its collected chapters - written by scholars and practitioners under the direction of the editor, Angelica Bonfanti - the book identifies the European solutions to the business and human rights international legal issues, provides an overall assessment of their effectiveness, and examines their potential evolution.

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.

This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.