The breadth of coverage that this book offers is unmatched by its competitors - it really is comprehensive, providing much more depth of analysis than others on the commercial context of trusts, for example. Hudson is not afraid to tackle topics which are complex and challenging for students and which are therefore sometimes glossed over by other books, or couched in impenetrable academic language. Hudson's extensive use of illustrative examples throughout the text affords the book clarity of explanation and helps to bring complex and challenging topics to life. Hudson draws out areas of contemporary interest and controversy and takes time to explain academic debates really clearly for students. The book masters the balance between consideration of trusts in the domestic environment and in the commercial arena to offer students a comprehensive and balanced overall view of the subject.

Antitrust and competition law is a fast moving area of law and the subject of extensive academic research. The aim of this volume is to select articles as tools for understanding how antitrust and competition law is applied to unilateral conduct which is harmful to the consumer and to the competitiveness of the market. The articles examine the meaning of dominance and monopolisation and show that although legal and economic rules have been developed to establish whether undertakings hold such strong market positions, it is often difficult to determine with certainty that the undertaking being investigated meets the threshold. The various debates on pricing and non-pricing conduct are also represented as are the conflicts that have arisen regarding the exercise of intellectual property rights by powerful undertakings, particularly in the context of the new economies. The volume includes scholarly articles published on both sides of the Atlantic and enables a greater understanding of the application of antitrust and competition law from the point of view of economics and politics.

The events that began with the collapse of Enron, WorldCom, Tyco, and Adelphia and continued into the financial crisis of 2008 teach us an important lesson: corporate governance matters. But although it is now widely acknowledged that good corporate governance is a linchpin of good corporate performance, a significant debate remains over exactly how to improve corporate governance and its impact on corporate and overall economic performance. This book offers a uniquely diverse and forward-looking set of approaches from leading experts, covering the major areas of corporate governance reform and analysing the full range of issues and concerns. This volume offers a host of innovative and original suggestions on how corporate governance can continue to improve. Written to be both theoretically rigorous and grounded in the real world, the book is well suited for practising lawyers, managers, lawmakers, and analysts, as well as academics conducting research or teaching a wide range of courses in law schools, business schools, and economics departments.

Progressive Commercialization of Airline Governance Culture analyzes the transition of the airline sector from the not-for-profit nation-bound public utility model towards a profit-oriented globalized industry. It illustrates how legal, political, historical and cultural factors have shaped the corporate governance in the airline sector, and describes how these factors influence economic decisions and performance. The unique feature of the book is that the subject is consequentially discussed from the perspective of airline governance culture. This approach links the examination of legal and policy factors which influence airline activities together with a discussion of economic issues, all within one clear, coherent and comprehensive framework.

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.

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.

The adoption by companies of Corporate Social Responsibility (CSR) policies is routinely characterised as voluntary. But if CSR is self-governance by business, it is self-governance that has received a firm push from external social and market forces, from forces of social accountability. Law is also playing a more significant role than the image of CSR suggests, and this legal accountability - the focus of the book - is set to increase. Legal intervention should not, however, be seen as making social accountability redundant. Wider ethical standards and social and market forces are also necessary to make legal regulation effective. Law is being brought into play in innovative and indirect ways. The initiative lies as much with private organizations as with the state. At the same time governments are using social and market forces to foster CSR. In the context of corporate social responsibility, a new, multi-faceted, corporate accountability is emerging.

Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.

What kind of decision-making should multinationals engage in to create a sustainable company? There is substantial debate over why CEOs, senior management and Boards of Directors make the wrong decisions by not asking the right questions, with the result that not only is the company itself damaged, but all of the stakeholders find themselves at a detriment. Focusing on innovation, technology transfer and the use of intangible assets, Energy Law and the Sustainable Company features case studies from the oil and gas sector, to illustrate how to develop a sustainable business. Considering corporate social responsibility from the perspective of international and national law, the book demonstrates how companies can be both profitable and ethical using the influences of psychology to encourage senior decision makers to make the right decisions. It was revealed that reputation was the main principle influencing decision-making. The book also discusses how companies have reported on their sustainability strategy and considers how technology transfer and intangible assets may play a part in addressing global sustainability. This book should be invaluable reading to students and scholars of Sustainable Business, Business Law, Corporate Social Responsibility, Environmental and Energy Law as well as Environmental and Energy Management.

Business law is studied on a wide variety of courses, where students who have no previous experience of studying law have to deal with subjects as varied as the English legal system, company law and employment law. This updated edition contains additional chapters on sale of goods law, including the changes introduced by the Sale and Supply of Goods Act 1994. In addition, the chapters on torts have been completely rewritten, with an emphasis on negligent misstatement to make them more appropriate to students studying business, accountancy and management. Since it is important that students should be able to measure their progress, each section contains questions and answers for self-testing. In addition, there are a number of examination-style questions, with suggested answers, so that the student should be prepared for the final examination. Helen J. Bond is the co-author of "SWOT Company Law". Peter Kay is the author of "Employment Law Handbook".

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.

This book examines the phenomenon of reservation of title clauses in commercial contracts and looks at the impact of these clauses upon the transactions of which they form a part. With the aid of data gathered from a field survey it also examines the impact of these clauses in situations of insolvency and the strategies employed by insolvency practitioners to counteract their effect. This subject is of increasing interest and importance for legal teaching and research and the book meets the demand for an integrated, readable study of insolvency practice.

The importance of disclosure as a regulatory device in company law is widely recognized. This book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

Praise for Sarbanes-Oxley and the Board of Directors

"Scott Green provides a comprehensive approach to board oversight that is on point, tackles the most controversial board issues of our day, and provides sound advice. Wise directors will read this book."
--Jim Balsillie, Chairman, Research In Motion

"Scott helped our board to develop clarity of purpose, redefine its goals, and implement a structure that supports our objectives. The transformation resulted in a dynamic, productive, and engaged board. While relevant to public boards, I highly recommend this book for directors serving not-for-profit organizations as well."
--Harold C. Gibson, Jr., Executive Director University of Idaho Alumni Association

"To be effective, boards of directors need timely, accurate, and relevant information derived from reliable processes. Scott's focus on process has helped us deliver information to our board in a more efficient manner."
--Aimee Boden, Executive Director Randall's Island Sports Foundation, New York, New York

"Scott Green has enlightened all of us who serve or would like to serve on a board of directors. The prestige of serving on a board is clearly apparent, while the risks are often downplayed and rarely visible. He has succeeded in providing much-needed illumination in a very hands-on document that we will all benefit from reading."
--Herman A. Berliner, PhD, Provost and Senior Vice President for Academic Affairs, Hofstra University

"A more thoughtful search process, such as the methodology recommended in Scott's book, will result in a more cohesive and effective board that truly is a competitive asset for the company."
--Julie Hembrock Daum, PracticeLeader North American Board Services, Spencer Stuart

This collection uses economic analysis to study some of the most pressing issues in corporate law. The last decade has brought certain corporate transactions and arrangements to the forefront of public attention and public debate. At the same time, a new mode of corporate law analysis has been developed - one that uses the tools of economics to identify the consequences and desirable features of corporate law rules. By bringing together work at the frontier of this method of analysis, the volume provides a good picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the chapters focus directly on the corporate control transactions that have recently attracted the most interest and controversy - corporate takeovers, buy-outs, recapitalizations, and reorganizations.

Although much has been written about innovation in the past several years, not all parts of the innovation lifecycle have been given the same treatment. This volume focuses on the important first step of arranging financing for innovation before it is made, and explores the feedback effect that innovation can have on finance itself. The book brings together a diverse group of leading scholars in order to address the financing of innovation. The chapters address three key areas, intellectual property, venture capital, and financial engineering in the capital markets, in order to provide fresh and insightful analyses of current and future economic developments in financing innovation. Chapters on intellectual property cover topics including innovation in law-making, orphan business models, and the use of intellectual property to protect financial engineering innovations and developing intellectual property regimes in Brazil, Russia, India, and China. The book also covers the tax treatment of venture capital founders, the treatment of preferred stock by the Delaware Courts, asset-backed lending hedge funds, and corporate governance for small businesses after the Dodd-Frank financial reform bill. The book will be of interest to scholars, practitioners, and students in law, innovation, finance, and business.

Die Aktionarsstruktur deutscher boersennotierter Gesellschaften andert sich drastisch. Weltweit nimmt der Shareholder Activism zu. Die Europaische Union hat den Wert einer aktiven Eigentumerschaft erkannt. Die Aktionarsrechterichtlinie setzte der deutsche Staat mit dem ARUG II um. Die Publikation untersucht, ob Dialoge zwischen Investoren und dem Aufsichtsrat rechtlich zulassig sind. Es findet ein Rechtstransfer der angelsachsischen Regelungen vom UKCGC auf den DCGK statt. Der Autor schlagt erganzende Formulierungen fur die Anregung A.3 DCGK vor und entwirft eine Kommunikationsordnung. Wichtig ist nicht nur, ob Investorendialoge rechtlich erlaubt sind, sondern auch, wie sie real durchzufuhren sind. Dabei ist insbesondere die Frage relevant, wie die Arbeitnehmerseite einzubeziehen ist.

When used in conjunction with corporations, the term "public" is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities. With "The Failure of Corporate Law," Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation's various stakeholders, such as employees. 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.

In a world where the grocery store may be more powerful than the government and corporations are the governors rather than the governed, the notion of corporations being only private actors is slowly evaporating. Gone is the view that corporations can focus exclusively on maximizing shareholder wealth. Instead, the idea that corporations owe duties to the public is capturing the attention of not only citizens and legislators, but corporations themselves. This book explores the deepening connections between corporations and the public. It explores timely - and often controversial - public issues with which corporations must grapple including the corporate purpose, civil and criminal liability, taxation, human rights, the environment and corruption. Offering readers an encompassing, balanced, and systematic understanding of the most pertinent duties corporations should bear, how they work, whether they are justified, and how they should be designed in the future, this book clarifies corporations' roles vis-a-vis the public.

Seit geraumer Zeit steht die Verbandsschiedsgerichtsbarkeit in der OEffentlichkeit mehr und mehr in der Kritik. Die Autorin greift Argumente fur und gegen die Verbandsschiedsgerichtsbarkeit auf. Anhand von Kartellschiedsverfahren des Rheinisch-Westfalischen Kohlensyndikats untersucht sie exemplarisch Verfahrensregeln, Verfahrensablaufe und Steuerungstendenzen durch Bezahlung der Schiedsrichter, die Hintergrunde der Implementierung eines Schiedsgerichts sowie die Funktionen schiedsgerichtlicher Verfahren innerhalb bestehender Vertragsbeziehungen. Die Arbeit soll sowohl einen Beitrag zur Forschung uber die interne Organisation des Rheinisch-Westfalischen Kohlensyndikats als auch zur Debatte uber die Verbandsschiedsgerichtsbarkeit im Allgemeinen leisten.