"The Failure of Corporate Law" returns corporate law to a system in which the public has a greater say in how firms are governed. Kent Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation's various stakeholders. Only when the law of corporations is evaluated as a branch of public law - as with constitutional law or environmental law - will it be clear what types of changes can be made in corporate governance to improve the common good. Greenfield proposes changes in corporate governance that would enable corporations to meet the progressive goal of creating wealth for society as a whole rather than merely for shareholders and executives.

This book focuses on unfair contract terms in consumer contracts, in particular the existing legislation and the proposals by the Law Commissions for a new unified regime. In this context it considers, in particular, what we mean by fairness (both procedurally and in substance); the tools used; the European dimension; the move from general principles from the more piecemeal approach typical in UK legal tradition; and the further move in this direction as a result of the Unfair Commercial Practices Directive.

Providing a clear and comprehensive exposition of takeover law in the UK, this book analyses the principles behind the Takeover Code, explaining the origin, effect, and operation of the rules and regulation with reference to practice and theory. Set in an economic context, the book includes coverage of the jurisprudence of the Takeover Panel, and offers an in-depth understanding of takeover regulation while also providing a degree of context and background to make sense of the regulation. A thoughtful explanation of takeover law, this is a valuable resource for the field of takeover law.

Dr Mohammad Nurunnabi examines the factors that affect the implementation of International Financial Reporting Standards (IFRS) in developing countries and answers these specific research questions: - What is the relative impact of accounting regulatory frameworks and politico-institutional factors on the implementation of IFRS in developing countries? - How do cultural factors affect said implementation? - How does a study of implementing IFRS help to build an understanding of a theory of the role of the state in accounting change in developing countries? This follows a mixed methodology approach, in which interviews are conducted, IFRS-related enforcement documents and annual reports are evaluated. More than 138 countries have adopted IFRS, yet the International Accounting Standards Board (IASB) does not provide an implementation index. Financial reporting varies by country, even within the area of the world that has apparently adopted IFRS and Nurunnabi offers an important viewpoint that considers the issues of IFRS implementation from various perspectives. This is an invaluable resource for Undergraduate, Masters and PhD students, policy makers (at local, regional and international level) namely the IASB, World Bank, IMF, practitioners and users, giving them the necessary insight into the financial reporting environment and the state's attitude towards accounting transparency. Most importantly, this book contributes to military and democratic political regimes and the Max Weberian view of the theory of the role of the state's attitude towards accounting transparency.

The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.

This edited volume presents fresh empirical research on the emerging outcomes of China's law reforms. The chapters examine China's 'going out' policy by addressing the ways in which the underpinning legal reforms enable China to pursue its core interests and broad international responsibilities as a rising power. The contributors consider China's civil and commercial law reforms against the economic backdrop of an outflow of Chinese capital into strategic assets outside her own borders. This movement of capital has become an intriguing phenomenon for both ongoing economic reform and its largely unheralded underpinning law reforms. The contributors ask probing questions about doing business with China and highlight the astonishing escalation of China's outbound foreign direct investment (OFDI). Law and Policy for China's Market Socialism includes contributions from leading China-law scholars and specialist practitioners from the People's Republic of China, Hong Kong, the United States, the United Kingdom and other countries who all extend the examination of powerful influences on China's law reforms into new areas. Given the forecast for the growth of China's domestic market, those wishing to gain a better understanding and seeking success in the world's most dynamic marketplace will benefit greatly from reading this book. This book is essential reading for anyone interested in Chinese economics and business, Chinese Law, Chinese politics and commercial law.

In this new textbook, Alan Devlin explains law-and-economics theory in an accessible and straightforward manner. The book explores the relationship between law, economics and legal theory in an international context. Drawing on the neoclassical tradition of economic analysis of law, and showcasing cutting-edge behavioural economic theories relative to law, "Principles of Law and Economics "provides a comprehensive summary of the subject and demonstrates that this influential movement can transform a student s understanding of the law and how it relates to public policy.

Key features of the book include:

• Case law, directives, regulations and statistics from EU, UK and US jurisdictions, providing an international contextualisation of law and economics
• Succinct end-of-chapter summaries highlighting the essential points in each chapter to focus student learning
• Further-reading information at the end of each chapter to guide independent research
• an accessible writing style and attractive text design, which includes frequent tables and diagrams, to facilitate understanding through the clear presentation of facts and discussion

This book is ideal for introductory and intermediate courses in law and economics, as well as for advanced classes both in competition law and in intellectual property. "

With over one million entities, by far the most common and, thus, the most important legal company form used in Germany is the limited liability company (the GmbH). The GmbH has a number of advantages: it limits shareholder liability; it can be adapted to the specific needs of shareholders and their business model; and it provides a platform for small businesses as well as for holding companies for international groups and not-for-profit organisations. Given its ample scope, and the fact that it can be very easily established and requires minimal administrative effort, the GmbH is also the most frequent legal form used by foreign investors in Germany. Against this backdrop, The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without. In addition to providing an overview of the requirements of the formation process, this comprehensive edition demonstrates the GmbH's inherent flexibility as well as helping legal practitioners (based in Germany and elsewhere) decide on whether a GmbH is most suitable for their needs. Key topics covered include: *Establishing a new GmbH *Shareholder rights, obligations and liabilities *Shareholder meetings *The appointment, rights, obligations and liabilities of managing directors *Share capital *Changes in shareholding *Financial statements and distribution of profits *Company transformations *Supervisory boards *Taxation issues *Liquidation and insolvency

Wang Jiang Yu approaches corporate law from a development and political economic perspective, while also giving a detailed analysis of what the law is. Better analyses of US corporate law have studied agency problems and strategically viable responses within the firm, while good studies of EU company law have also factored in questions of harmonization and regulatory arbitrage among jurisdictions. Wang provides us with what might become the leading paradigm for studies on Chinese corporate law: an understanding of how Western corporation forms have been employed and adjusted in China to meet the development agenda of the Chinese government and how this law is evolving in response to the state of the Chinese economy and the periodically adjusted positions of government planners' - David Donald, Professor, Faculty of Law, The Chinese University of Hong KongThis accessible book offers a comprehensive and critical introduction to the law on business organizations in the People's Republic of China. The coverage focuses on the 2005-adopted PRC Company Law and the most recent legislative and regulatory developments in the company law landscape in China. The book covers a wide range of topics including the definitions of companies as compared with other forms of business organizations, incorporation, shareholders rights and legal remedies, corporate governance (including the fiduciary and other duties and liabilities of directors, supervisors and managers), corporate finance (including capital and shares offering), fundamental corporate changes (including mergers & acquisitions, and takeovers), and corporate liquidation and bankruptcy. In addition to presenting strong doctrinal analysis, the author also considers China's unique social, political and economic contexts. Contents: 1. An Overview of the Company Law Regime In China 2. Types of Companies in the Diverse World of Business Organizations in China 3. Corporate Legal Personality and Limited Liability 4. Formation of Companies and the Rules of Capital Maintenance 5. Shareholders and their Rights 6. The General Corporate Governance and Management Structure 7. Fiduciary Duties of the Directors, Supervisors and Management Executives 8. Shareholder Litigation 9. Offering and Trading of Shares in Joint Stock Limited Companies 10. Financial Affairs, Accounting and Profit Distribution 11. Mergers, Acquisitions, and Takeovers 12. Corporate Liquidation and Bankruptcy Index

In this concise monograph, the great German and European expert on company law, Marcus Lutter, assigns the stockholder his role in the market economy, namely as a player involved in major transactions and one who guarantees diversity and counteracts the concentration of power in the managing bodies particularly by exercising his right to inspect and file suit. Prof. Dr. Dr. Stefan Grundmann, LL.M., Humboldt University Berlin"

Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

This text remains the only book to analyse corporate internal investigations on an international level, covering the applicable law in each jurisdiction and providing guidance on how an integrated international investigation should be conducted. Since the first edition of the book, the area of corporate internal investigations has grown in importance and recognition. Demands for investigations are on the rise as the internal markets and the press become ever more critical of unethical corporate behaviour, and demand higher standards and closer regulation. The new edition of Corporate Internal Investigations addresses the recent legislative changes, including the long-awaited UK Bribery Act, and the new rules on whistleblowing and the Dodd Frank Act in the US. Many of these developments, including the adoption of OECD (Organisation for Economic Co-operation and Development) based anti-corruption legislation by countries such as Russia, China and India, will increase enforcement activity and the need for investigations. The need for advice and guidance on internal investigations is also increasing as companies move into emerging markets and face much greater risk. This second edition provides a vital tool in assisting companies and their legal advisers with planning for and conducting internal corporate investigations.

This new guide to schemes of arrangement draws together all of the elements of the law and practice concerning both creditor and member schemes.
Member schemes of arrangement have become the preferred method of implementing takeovers in the UK. Creditor schemes of arrangement are increasingly used in restructuring matters and the trend in their usage in foreign companies is likely to continue as many credit documents across Europe are arranged and underwritten in London under English law. The book considers the effect given to an English scheme in foreign jurisdictions, and other Private International Law issues.
A major issue for those considering a scheme for creditors is whether a scheme or CVA (Company Voluntary Arrangement) is more appropriate and this book assists the reader by including an analysis of the pros and cons of schemes and CVAs.
There are very few sources of information on schemes of arrangement and the area takes much of its substance from case law. This book, addressing the law and practical issues faced by practitioners on a day-to-day basis, is a first in the field.

This is the first volume in the new Oxford International and Comparative Insolvency Law Series. The series will provide a comparative analysis of all important aspects of insolvency proceedings and domestic insolvency laws in the main economically developed and emerging countries, starting with the opening of proceedings. This volume addresses the commencement of insolvency proceedings over business debtors and the conditions in which they may arise. It explains the types of proceedings available and the participants involved. The book also analyses the effect of such action on the various players, assets and liabilities concerned. The detail and uniform nature of the treatment of topics helps practitioners to understand specific features of a foreign legal system and effectively brief foreign counsel. For all readers, the book provides access, through analysis in the detailed commentary, to material that was previously only available in a foreign language. Most major legal families (including various mixed legal systems) are covered to reflect the needs of the international insolvency community and intergovernmental organizations. This is the only book that offers a thorough comparative analysis of existing domestic insolvency laws concerning the opening of insolvency proceedings in the main economically developed and emerging countries.

This is the first EU competition law treatise that fully integrates economic reasoning in its treatment of the decisional practice of the European Commission and the case-law of the European Court of Justice. Since the European Commission's move to a "more economic approach" to competition law reasoning and decisional practice, the use of economic argument in competition law cases has become a stricter requirement. Many national competition authorities are also increasingly moving away from a legalistic analysis of a firm's conduct to an effect-based analysis of such conduct, indeed most competition cases today involve teams composed of lawyers and industrial organisation economists.
Competition law books tend to have either only cursory coverage of economics, have separate sections on economics, or indeed are far too technical in the level of economic understanding they assume. Ensuring a genuinely integrated approach to legal and economic analysis, this major new work is written by a team combining the widely recognised expertise of two competition law practitioners and a prominent economic consultant. The book contains economic reasoning throughout in accessible form, and, more pertinently for practitioners, examines economics in the light of how it is used and put to effect in the courts and decision-making institutions of the EU. A general introductory section sets EU competition law in its historical context. The second chapter goes on to explore the economics foundations of EU Competition law. What follows then is an integrated treatment of each of the core substantive areas of EU competition law, including Article 101 TFEU, Article 102 TFEU, mergers, cartels and other horizontal agreements, vertical restraints and technology transfer agreements.

This book examines the circumstances under which a company needs restructuring, and for which companies that would be possible given the nature of the corporation and the economic viability. It discusses the criteria for judging whether a reorganization has been a success. Bork considers the legal mechanisms involved in restructuring including the extent to which the law provides the rules for a moratorium and the rights creditors may exercise over the debtor's assets. It also tackles the legal processes and how a reorganization can be commenced. The book includes analysis of the role of management and the partners or shareholders and the extent to which either legal system assigns the decision-making powers to the right persons. It considers how each regime deals with the assets involved and whether there are rules to reverse payments made during the crisis and the possibility of a set-off claim. Other aspects considered include special rules for terminating or modifying disadvantageous contracts including contracts of employment, and costs of restructuring procedures under given legal conditions. Providing a thorough consideration of the extent to which English and German company law (including the proposed changes to German law) enhances or limits the prospects of businesses seeking to reorganize, this work offers a valuable reference source for practitioners advising companies on where to base their restructuring and gives scholars further research material concerning the remaining issues in English and German restructuring law.