Buying and Selling Insolvent Companies and Businesses aims to be a comprehensive guide to its readers, being useful to insolvency practitioners and other professionals involved in insolvency, including lawyers, accountants, company directors and company secretaries. It is also of use to potential investors and their advisers as well as being of interest to students who may wish to specialise in insolvency. The new third edition has been updated to include: - Corporate Insolvency and Governance Act 2020 which brought in a new moratorium procedure and restructuring plan as permanent measures in response to COVID-19 - the impact of Brexit on insolvency laws - the impact of the significant rise in the use of company voluntary arrangements - the new Pensions bill, which will have an impact on advisors to insolvent companies

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.

Providing a comprehensive framework for a sustainable governance model, and how to leverage it in competing global markets, "Governance, Risk, and Compliance Handbook" presents a readable overview to the political, regulatory, technical, process, and people considerations in complying with an ever more demanding regulatory environment and achievement of good corporate governance. Offering an international overview, this book features contributions from sixty-four industry experts from fifteen countries.

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

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.

What happens when a corporate subsidiary or network company is unable to pay personal injury victims in full? This book sets out to tackle the 'insolvent entity problem', especially as it arises in cases of mass wrongdoing such as those involving asbestos exposure and defective pharmaceuticals. After discussing the nature of corporate groups and networks from the perspectives of business history, organisation studies, and social theory, the book assesses a range of rules and proposed rules for extending liability for personal injuries beyond insolvent entities. New proposals are put forward for an exception to the rule of limited liability and for the development of a flexible new tort based on conspiracy that encompasses not only control-based relationships but also horizontal coordination between companies. The book concludes with a general discussion of lessons learned from debates about extended liability and provides guidelines for the development of new liability rules.

Lode Walgrave has made a highly significant contribution to the worldwide development of the restorative justice movement over the last two decades. This book represents the culmination of his vision for restorative justice. Coming to the subject from a juvenile justice background he initially saw restorative justice as a means of escaping the rehabilitation-punishment dilemma, and as the basis for a more constructive judicial response to youth crime that had been the case hitherto. Over time his conception of restorative justice moved in the direction of focusing on repairing harm and suffering rather than ensuring that the youthful offender met with a 'just' response, and encompassing the notion that restorative justice was not so much about a justice system promoting restoration, more a matter of doing justice through restoration. This book develops Lode Walgrave's conception of restorative justice further, incorporating a number of key elements. * a clearly outcome-based definition of restorative justice * acceptance of the need to use judicial coercion to impose sanctions as part of the reparative process * presenting restorative justice as a fully fledged alternative to the punitive apriorism * development of a more sophisticated concept of the relationship between restorative justice and the law, and acceptance of the need for legal regulation * a consideration of the expansion of a restorative justice philosophy into other areas of social life and the threats and opportunities this provides * a consideration of the implications of the expansion of restorative justice for the discipline of criminology and democracy

The free movement of persons and services are key elements, alongside the free movement of goods and capital, in the fundamental freedoms which underpin the European internal market. In recent years two key themes have emerged from the case law of the European Court of Justice. The first is convergence in the case law on the free movement of goods, persons, and services in order to ensure the operation of the internal market through the prohibition of discrimination and the outlawing of unjustified obstacles to free movement. The second is the case law on the rights which flow from the introduction of citizenship of the European Union, which offer constitutional rights for individuals. The tensions between these two lines of authority can be explained through a fresh approach to the analysis and synthesis of the Treaty rules and secondary legislation of the European Community, and of the case law of the European Court of Justice on free movement of persons and services. This approach is based on distinguishing between those rules which relate mainly to the regulation of business activities in the internal market, and those which are mainly concerned with individual rights for citizens of the European Union. The result is a detailed overview of the law relating to workers, establishment, and services in the EU in this modern context.

Companies Limited by Guarantee is the only book available that deals exclusively with such companies. It provides a complete guide to the formation, administration and winding up of companies limited by guarantee and their suitability for a diverse range of purposes. Further information available soon.

EU services law is an emerging area of scholarship of great practical importance. This book is the first major contribution to the analysis and the development of the right to provide services. It is authoritative and represents different views on many of the pressing problems of the area.

This book exposes a migration of business practices, players, and norms into philanthropy that strains the regulatory regime sustaining public trust in elite generosity through accountability and transparency and proposes legal reforms and private solutions to restore it. Practices, players, and norms native to the business sector have migrated into philanthropy, shattering longstanding barriers between commerce and charity. Philanthropies organized as limited liability companies, donor-advised funds sponsored by investment company giants, and strategic corporate philanthropy programs aligning charitable giving by multinationals with their business objectives paint a startling new picture of elite giving. In For-Profit Philanthropy, Dana Brakman Reiser and Steven A. Dean reveal that philanthropy law has long operated as strategic compromise, binding ordinary Americans and elites together in a common purpose. At its center stands the private foundation. The authors show how the foundation neatly combines donor autonomy with a regulatory framework to elevate the public's voice. This framework compels foundations to spend a small but meaningful portion of the assets their elite donors have pledged to the public each year. Prophylactic restrictions separate foundations from their funders' business and political interests. And foundations must disclose more about the sources and uses of their assets than any other business or charity. The philanthropic innovations increasingly espoused by America's most privileged individuals and powerful companies prioritize donor autonomy and privacy, casting aside the foundation and the tools it provides elites to demonstrate their good faith. By threatening to displace impactful charity with hollow virtue signaling, these actions also jeopardize the public's faith in the generosity of those at the top. Private ordering, targeted regulation, or a new strategic bargain could strike a modern balance, preserving the benefits of the compromise between the modest and the mighty. For-Profit Philanthropy offers a detailed roadmap to show how it can be accomplished.

Corporate bankruptcy is a defining characteristic of the market economy. It encapsulates the fundamental conflict between capital and labour. Yet, with one or two notable exceptions, the political and social dynamics of bankruptcy law and practice have been largely overlooked by socio-legal scholars. This book remedies that neglect. It compares English and American insolvency laws to identify the underlying political forces that established corporate bankruptcy law on both sides of the Atlantic. It shows how corporate insovency regulation is the creation of the lawyers who interpret and administer it. This book will be welcomed as an important sociological study and advances our understanding of how substantive law results from conflicts among the professionals who help to create it.

This innovative book provides non-native English speakers with the English language skills necessary to carry out their legal studies and professional activities effectively. It focuses specifically on the legal language required in two major areas of law central to international business law, drawing on examples from English, American and European legal materials. Fully class-tested, it employs an interactive methodology widely accepted in English language teaching.

This book reconceptualises the role of the general meeting and shareholders in the listed companies in four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia) as one that should include fiduciary duties. It demonstrates why, when, by whom and how fiduciary duties should be imposed and how they could be enforced. In so doing, it refutes the long-standing common law rule that shareholders can generally vote as they please. The book advances the debate on a central notion of corporate law, namely, the interests of the company. It addresses the deficiencies in the law regulating conflicts of interest involving controlling shareholders and institutional shareholders and provides solutions to the problem of activist and passive minority institutional investors. This book challenges us to rethink the meaning and implementation of the long-term success of the company and shows how corporate governance should and could be made.

This book focuses on the socio-political environment that allows for the impactful work of NGOs through their proximity to local communities. The book showcases how this space has helped South African women's rights NGOs to bring about crucial legal reforms, which are quite relevant to women's lived realities. Recognizing its limitations, the South African state encourages NGOs to work freely on the ground and with state institutions to ameliorate the conditions for women's rights. The outcome of this state-NGO dynamic can be seen in the numerous human rights gains achieved by NGOs in general, and by women's rights organizations specifically. In addition, vulnerable communities such as women living under customary law have a significantly better chance to access justice. The book then demonstrates the opposite scenario, using Egypt as a case study, where NGOs are viewed as a national threat, and consequently operate under restrictive rules.

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.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finances that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. Now in paperback, the Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

This is the most comprehensive book focusing on the law and practice of Company Voluntary Arrangements (CVAs), bringing together analysis of the recent case law and legislation in one volume. CVAs originated in the 1980s as a simple restructuring tool for small businesses, but are now used in a wide variety of contexts, including by companies with real estate leasehold liabilities. Many high profile businesses have sought to take advantage of the flexibility of the procedure, and this has increased in light of the difficulties caused by the Covid 19 pandemic. The book considers recent judgments such as Debenhams, New Look, and Regis, drawing out the legal principles that have been applied. Practical aspects relating to CVAs are considered in the context of the law including consideration of the relative benefits and disadvantages of a CVA, as compared with the new restructuring plan procedure under Part 26A of the Companies Act 2006. Written by leading restructuring lawyers in the UK (in consultation with insolvency practitioners and accountants), UK property counsel and international counsel from Ireland, the USA and Canada. This work is an essential resource for all insolvency and restructuring professionals, private equity investors, special situations investment and real estate funds, property agents and advisers, management teams and academics.

The collapse of Enron. The prosecution of Arthur Andersen. The bankruptcy of WorldCom. We live in an era defined by corporate greed and malfeasance--one in which unprecedented accounting frauds and failures of compliance run rampant. Allegations against some of the most revered companies in the United States continue to raise disturbing questions about business ethics, good corporate citizenship, and organizational accountability. To calm investor fears, revive perceptions of legitimacy in markets, and demonstrate the resolve of state and federal regulators, a host of reforms, high-profile investigations, and symbolic prosecutions have been conducted. But are they enough?
In this timely work, William S. Laufer argues that even with recent legal reforms--and those about to be enacted--corporate criminal law continues to be ineffective. "Corporate Bodies and Guilty Minds" outlines the many reasons why this is so. Laufer considers the failure of courts and legislatures to fashion liability rules that fairly attribute blame for organizations. He analyzes the games that corporations play to deflect criminal responsibility. And he also demonstrates how the exchange of cooperation for prosecutorial leniency and amnesty belies true law enforcement. But none of these factors, according to Laufer, trumps the fact that there is no single constituency or interest group that strongly and consistently advocates the importance and priority of corporate criminal liability. In the absence of a new standard of corporate liability, the power of regulators to keep corporate abuses in check will remain insufficient.
A necessary corrective to our current climate of graft and greed, "Corporate Bodiesand Guilty Minds "will be essential to policymakers and legal minds alike.

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.