Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.

Bei ihren vertraglichen Planungsentscheidungen sehen sich die am Markt tatigen Unternehmen mit einem in der Praxis herausgebildeten Phanomen konfrontiert, dessen rechtliche Einordnung noch weitgehend unklar ist: die Change-of-Control-Klauseln. Es handelt sich um vertragliche Vereinbarungen, die einem Vertragspartner bestimmte Gestaltungsrechte, zumeist ein Kundigungsrecht, einraumen, wenn beim anderen Vertragspartner ein Kontrollwechsel eintritt. Change-of-Control-Klauseln verfugen uber ein doppeltes Risikopotenzial. Einerseits kann die ploetzliche Beendigung wichtiger Vertragsbeziehungen die wirtschaftliche Existenz eines Unternehmens gefahrden. Andererseits kann allein das Vorhandensein von Change-of-Control-Klauseln den Erwerb einer Mehrheitsbeteiligung an dem betroffenen Unternehmen fur potenzielle Bieter unattraktiv machen. Hieraus kann fur die Gesellschafter eine Verausserungserschwernis ihres Anteilseigentums resultieren. Die vorliegende Untersuchung geht der Frage nach, ob die deutsche Rechtsordnung uber Normen verfugt, die geeignet sind, die genannten Probleme fur boersennotierte Unternehmen und ihre Aktionare zu verhindern und damit den Vertragspartnern die erforderliche Rechtssicherheit bei der Anwendung von Change-of-Control-Klauseln zu geben.

Enhancing Board Effectiveness seeks to examine the conceptualization and role of the board in a variety of contexts and articulate solutions for improving the effectiveness of the board, especially in developing and emerging markets. Enhancing Board Effectiveness with therefore address the following central questions: To what extent is the concept and role of the board evolving? What rights, powers, responsibilities and other contemporary and historical experiences can enhance the effectiveness of the board, especially in the particular contexts of developing and emerging markets? What socio-economic, political, regulatory and institutional factors/actors influence the effectiveness of the board and how can the policies and practices of such actors exert such influences? In what ways can a reconstructed concept of the board serve as a tool for theoretical, analytical, regulatory and pragmatic assessment of its effectiveness? In examining this issues, Enhancing Board Effectiveness will investigate theoretical, socio-economic, historical, empirical, regulatory, comparative and inter-disciplinary approaches. Academics in the relevant fields of accounting, behavioural psychology/economics, development studies, financial regulation, law and management/organizational studies, political economy and, public administration will find this book of high interest.

You may not believe that there's a fun and easy way to comply with Sarbanes -Oxley, but once you have "Sarbanes-Oxley For Dummies, Second Edition" in front of you, you're sure to change your mind. This friendly guide gets you quickly up to speed with the latest SOX legislation and shows you safe and effective ways to reduce compliance costs.

In plain English, this completely reliable handbook walks you through the new and revised SOX laws, introduces compliance strategies for changed and unchanged guidelines, and gives you an effective framework for implementation You'll find out how to create an efficient audit committee, purchase and use SOX software solutions, and make practical, cost-effective decisions in your initial compliance year and beyond. You'll also find proven strategies for staying public or going private and learn how to deal with all those SOX forms. Discover how to: Establish SOX standards for IT professionalsMinimize compliance costs in every area of your companySurvive a section 404 auditAvoid litigation under SOXAnticipate future rules and trendsCreate a post-SOX paper trailBolster your company's standing and reputationWork with SOX in a small businessMeet new SOX standardsBuild a board that can't be boughtComply with all SOX management mandates

Complete with invaluable tips on how to form an effective audit committee, "Sarbanes-Oxley For Dummies" is the resource you need to keep your SOX clean.

[Lang/Weidmuller: Cooperative Societies Act] This standard work provides practically-substantiated advice for the legal practice, without having to refrain from any scientific deepening. As a result, it offers cooperative business enterprises - but also legal advisory agencies, auditing firms and courts - comprehensive and reliable help in all matters of daily practice. The new edition explains the Cooperative Societies Act (GenG), the law regulating the transformation of the German Cooperative Bank (DG Bank-Umwandlungsgesetz) and the Statute of the European Cooperative Society (SCE). The legal amendments brought about through the Euro Introductory Act, the Commercial Law Reform Act, the Insolvency Ordinance, the Law of Obligations Modernisation Act, the Auditor's Ordinance Amendment Act, the Euro Balance Sheet Act as well as the Transparency & Disclosure Law are taken into consideration. The development in the judicial decisions and the literature has been worked in up until the spring of 2005 (and partially beyond). The text of the ordinance pertaining to the Register of Cooperative Societies is reproduced in the appendix. Overviews of the arrangement as well as marginal numbers and a comprehensive subject index facilitate the handling of the commentary.

This timely new work provides the most comprehensive coverage of debt restructuring tools available in the UK including analysis of the new restructuring plan under Part 26A of the Companies Act 2006 and emerging themes from related precedent case law. The book is the first of its kind to provide a comprehensive analysis of the new restructuring plan. Part A explains the law and practical application of the main types of creditor schemes of arrangement and restructuring plans in the UK. It analyses the tools available to market participants and other key stakeholders by reference to the capital structures most commonly seen in middle market and top tier European financings. Part B provides a comparative analysis between company voluntary arrangements (including recent case law) and schemes and restructuring plans to enhance the reader's understanding of the implications of the various tools available. Part C covers administration and receivership sales and appropriations under the Financial Collateral Arrangements Regulations for private and public companies, written from the perspective of a practitioner with practical issues in mind. The primary subject matters of the book are complemented by chapters analysing the "distressed disposals" regime in the Loan Market Association form of Intercreditor Agreement, liability management transactions under high yields nots/bonds, and scheme/restructuring plan-related pensions issues. This work is essential reading for all insolvency and debt finance lawyers advising on financial restructurings in the UK and Ireland. It provides practitioners involved in "new money" lending with a greater understanding of the consequences that transaction structuring and commonly negotiated features (e.g, debt incurrence regimes and other covenants, controls and carve-outs) may have in a workout scenario. This product includes a copy of the hardback and a digital version available on PC, Mac, Android devices, iPad, or iPhone for quick and easy access wherever you are.

Corporate Hacking and Technology-Driven Crime: Social Dynamics and Implications addresses various aspects of hacking and technology-driven crime, including the ability to understand computer-based threats, identify and examine attack dynamics, and find solutions. Including findings from experts in Criminal Justice, Business, and Information Technology Security from around the world, this book presents current research undertakings and findings in order to find interdisciplinary solutions to the complex domain of cyber crime and network breaches.

IP law has evolved from being a little pool to a big ocean. Corporate governance needs to respond to society's rising expectations of directors and boards as the impact of the global intellectual property ecosystem is felt. How can a responsible corporate culture of IP transparency be stimulated to create a rosy future to connect corporate communication with the desires of shareholders, investors and other stakeholders? The astonishing lack of material quantitative and qualitative information companies report about their IP assets makes it difficult for shareholders and other stakeholders to assess directors' stewardship of those assets - a pressing corporate governance issue in the 21st century. This book advances IP reporting in alignment with the key corporate governance principles of transparency and disclosure. It analyses the juncture between the IP ecosystem; corporate finance and accounting for intangibles; and corporate governance. Patents, mini-case studies and an original business triage style model for assessing IP disclosures are used to illustrate the gaps corporate governance theory needs to address. Focussing on the common law tradition of corporate governance in England and Wales, intangibles and IP reporting developments in other jurisdictions are also explored.

The book examines corporate takeovers

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 perspectives. 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.

This book demonstrates the need to coordinate private and corporate actors with national and global sustainable climate policies, with conventions in the spheres of green energy laws, as well as from the spheres of commercial, trade, and other private law. While many states have joined together in the Paris Agreements in support of green energy policies, it remains a stark reality that most of the efforts to reduce greenhouse emissions remain with private actors who operate the various industries, vehicles, and vessels that emit the gases in target. The risks of anthropogenic climate change cannot be solved by environmental law alone and will need complementary support from commercial, corporate, and private law. However, aspects of commercial law, securities law, and trade law can be shown to frustrate certain aspects of green energy policies, resulting in damaging "green paradoxes". It raises issues associated with corporate social responsibility and green paradoxes, with international trade laws, and with liability risks for misrepresenting the state of feasible green energy technologies. The book will be of interest to students and scholars in the fields of energy law, environmental law, and corporate law.