Church and state: a simple phrase that reflects one of the most famous and fraught relationships in the history of the United States. But what exactly is "the church," and how is it understood in US law today? In Church State Corporation, religion and law scholar Winnifred Fallers Sullivan uncovers the deeply ambiguous and often unacknowledged ways in which Christian theology remains alive and at work in the American legal imagination. Through readings of the opinions of the US Supreme Court and other legal texts, Sullivan shows how "the church" as a religious collective is granted special privilege in US law. In-depth analyses of Hosanna-Tabor v. EEOC and Burwell v. Hobby Lobby reveal that the law tends to honor the religious rights of the group-whether in the form of a church, as in Hosanna-Tabor, or in corporate form, as in Hobby Lobby-over the rights of the individual, offering corporate religious entities an autonomy denied to their respective members. In discussing the various communities that construct the "church-shaped space" in American law, Sullivan also delves into disputes over church property, the legal exploitation of the black church in the criminal justice system, and the recent case of Masterpiece Cakeshop v. Colorado Civil Rights Commission. Brimming with insight, Church State Corporation provocatively challenges our most basic beliefs about the ties between religion and law in ostensibly secular democracies.

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 study analyses the legal framework imposed on corporations by the imperial Russian Government. It stresses the dual nature of the bureaucracy's policy toward modern capitalist enterprise: encouragement for the sake of economic development, and regimentation in the interest of maintaining autocratic control. By illuminating the political nature of the autocracy's economic agenda, Professor Owen seeks to explain why Russian corporate law became increasingly restrictive toward the end of the imperial period. Attention is also given to the practices of Russian capitalists, whose occasional abuses of corporate power justified restrictive laws in the eyes of officials. The emphasis of this study on the uneasy accommodation between tsarist autocracy and the modern corporation clarifies aspects of Russian political, economic, and cultural life that hindered the development of capitalism on the eastern periphery of Europe.

The current state of English company law on minority shareholders' remedies is analyzed in the light of the UK Law Commission, further appraised and amplified by the Company Law Review Steering Group. The book covers the common law actions by exception to the Rule in Foss v Harbottle, and the statutory remedies by way of petition for unfair prejudice and/or just and equitable winding up. As well as considering the complexities of derivative actions and statutory minority remedies, Boyle discusses future directions for minority shareholders' remedies.

Business corporations wield enormous economic power: they are producers, service providers, media manipulators, political campaigners, OXF J LEG S, employers, consumers, May 2001 polluters, ... and sometimes criminals. Legal structures largely serve their interests, corporate personality protects their owners from the full consequences of failure and the regulation to which they are subject assumes their beneficence. This book analyses the background to the demands to use criminal law sanctions against corporations, including the rise in the demand for corporate manslaughter prosecutions and the difficulties in attributing blame to an artificial body.

This book explores the legal issues concerning groups of companies including regulation at national, international and global level. It offers a comparative discussion of the way in which issues common to the regulation of groups have been approached in the UK, in the European Union, in other member states of the union, in the United States and, where helpful, in other countries including the emergent economies of eastern European states. The author highlights the often tragic consequences of globalization by transnationals including polarization of income and environmental damage.

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.

Company Law: Theory, Structure and Operation is the first United Kingdom law text to use economic theory to provide insights into corporate law, an approach widely adopted in the United States. In this book, Brian Cheffins discusses the inner workings of companies, examines the impact of the legal system on corporate activities, and evaluates the merits of governmental regulatory strategies. The book covers core areas of the undergraduate company law syllabus in a stimulating and theoretically enlightening fashion and addresses important company law topics such as: * limited liability of shareholders * shareholders' remedies * corporate governance (including the Cadbury Report) * executive pay (including the Greenbury Report) * the role of self-regulation in United Kingdom securities markets * the impact of European Union Directives on company law in the UK Brian Cheffins also examines in detail a number of questions which have not been fully explored elsewhere. These include: * What are the justifications for legal regulation of company affairs? * What are the drawbacks associated with government intervention? * How can one ascertain the optimal format for company law rules?;This

In modern society corporate activities frequently result in serious harm, whether to the environment, to victims of industrial accidents, or to persons who suffer loss from fraudulent operations. In such cases who should be held responsible, the corporation or individual employees? This book explains why accountability is rarely imposed under the present law, and proposes solutions which would help to extend responsibility to a wide range of actors. The authors develop an Accountability Model under which the courts and corporations work together to achieve accountability across a broad front.

In modern society corporate activities frequently result in serious harm, whether to the environment, to victims of industrial accidents, or to persons who suffer loss from fraudulent operations. In such cases who should be held responsible, the corporation or individual employees? This book explains why accountability is rarely imposed under the present law, and proposes solutions which would help to extend responsibility to a wide range of actors. The authors develop an Accountability Model under which the courts and corporations work together to achieve accountability across a broad front.

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.

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 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.

Most legal text books and practitioners' guides focus on the impact of financial services law and regulation on individual legal entities: the application of such law and regulation on a group basis is often a cursory afterthought, or neglected altogether. This book reverses the balance. It is the first book to fully and systematically address how groups of businesses within the financial services sector are regulated. It starts with the company law and corporate insolvency law foundations on which groups are established. It then builds up through prudential and resolution-driven regulation, focusing on how such regulations apply and operate at a consolidated group and sub-group level, to the structural responses from firms and counter-responses from legislators and regulators. This new work also considers the tensions that arise from the conflicts between authorities and legal systems on a cross-border basis, and between the formal legal system and the powers and agendas of the regulators. The book covers intragroup transactions, and the role that regulation plays requiring and restricting the movement of financial resources around groups. In its final section, the book applies the principles explored in previous sections to a wide range of transaction types. It is up-to-date as at July 2019, marking the culmination of over 10 years of intense regulatory change, addresses UK ring-fencing rules and EU and US intermediate parent undertaking requirements, and considers the impact of Brexit and the EU banking reform/risk reduction package.

This compelling volume considers three significant modern developments: the ever-changing role of women in society; a significant and growing dissatisfaction with current dominant understandings of corporate governance, corporate law and corporate theory; and the increasing concern to establish sustainable business models globally. A range of female scholars from across the globe and from different disciplines interconnect these ideas in this unique collection of new and thought-provoking essays. Readers are led through a carefully planned enquiry focussing initially on female activism and the corporation, secondly on liberal attempts to include women in business leadership and, finally, on critiquing the modern focus on women as a 'fix' for ethical and unsustainable business practises which currently dominates the corporate world. This collection presents a fresh perspective on what changes are needed to create the sustainable corporation and the potential role of women as influencers or as agents for these changes.

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.

Ausufernde Vergutungen fur Vorstande von boersennotierten Aktiengesellschaften entsprechen einem oeffentlichen Vorurteil. Das gilt gerade dann, wenn die Gesellschaften selbst zuvor keine ebenso hohen Gewinne erwirtschafteten oder die Boersenkurse ins Wanken gerieten. Auch sonst sorgten millionenhohe Vergutungen oft fur oeffentliches Unverstandnis. Aus diesem Grund hat der europaische Gesetzgeber mit Erlass der zweiten Aktionarsrechterichtlinie (2. ARRL) einen weiteren Regulierungsversuch unternommen, um diesem Phanomen einen Riegel vorzuschieben. In Deutschland wurde die Richtlinie durch das zweite Aktionarsrechterichtlinien-Umsetzungsgesetz (ARUG II) in nationales Recht uberfuhrt. In unmittelbarem Zusammenhang damit wurde auch der Deutsche Corporate Governance Kodex in seiner ab 2020 geltenden Fassung (DCGK 2020) deutlich uberarbeitet. Auf der Basis dieser Neuerungen wertet dieses Werk aus, ob bekannte Probleme der Vergutung geloest wurden. Zudem wird die neue Gesetzeslage kritisch gewurdigt. Abschliessend wird auf die impliziten Auswirkungen eingegangen.

Die vorliegende Arbeit setzt sich mit der datenschutzrechtlichen Einwilligung im Beschaftigungskontext auseinander. Mithin stellt sie ein Thema auf den Prufstand, das neben verfassungsrechtlichen Aspekten wie dem Recht auf informationelle Selbstbestimmung aus Art. 2 Abs. 1 i.V.m. Art. 1 Abs. 1 GG auch spezifisch arbeitsrechtliche Aspekte, wie die Auswirkungen des typischen UEber- und Unterordnungsverhaltnisses zwischen Arbeitgeber und Arbeitnehmer auf die Freiwilligkeit der Einwilligung, umfasst. Diese Arbeit verfolgt im Wesentlichen zwei Ziele: Zum einen sollen die Voraussetzungen einer wirksamen Einwilligung aus der Verfassung herausgearbeitet werden. UEberdies soll diese Arbeit zur nationalen Diskussion um die Bedeutung der Einwilligungserklarung im Beschaftigtenkontext beitragen, indem sie Unsicherheiten in Bezug auf die Umsetzung der Wirksamkeitserfordernisse beseitigt. Ein Bereich, in dem Einwilligungen im Beschaftigungsverhaltnis relevant werden koennen, ist der Einsatz von in die Haut implantierten Mikrochips, beispielsweise zum OEffnen von Turen, zur Zeiterfassung sowie zum Bezahlen in der Kantine. Anhand dieser drei Beispiele wird die Einwilligung im Beschaftigungsverhaltnis exemplifiziert.

"The Sabanes-Oxley Act has been one of the most significant developments in corporate and securities regulation since the New Deal. This collection of important articles would be a valuable resource for anyone seeking to understand Sabanes-Oxley's far-reaching effects on corporate governance in the United States and elsewhere."
--Jesse Fried, coauthor of Pay Without Performance: The Unfulfilled Promise of Executive Compensation and Professor of Law at the University of California, Berkeley

"The editors have assembled the latest cutting-edge research on international corporate governance by respected academics in this field. In this?handbook, the editors?deal with all aspects of the?significant legislative changes to corporate governance regulation. It introduces the reader to the new?rules that will certainly improve the reliability?and the accuracy of disclosures?made by corporations. The?book comes at the right moment with the recent scandals such as Enron, which will educate?all readers especially shareholders of corporate?stock."
--Komlan?Sedzro, Professor of Finance, University of Quebec at Montreal

"Today, corporate governance is a topic at the center of public policy debate in most industrialized countries. The range of concerns; the variety of approaches; and their tendency to converge in some areas or diverge in others (not always in the right directions) are emphatically demonstrated by these essays. There is material here of enormous interest for scholars of comparative law and economic regulation. And significantly, the presentation of essays from legal, financial, and regulatory viewpoints demonstrates the growing practical as well as theoretical utility ofinterdisciplinary work in this area. Professors Ali and Gregoriou are to be warmly congratulated for their skill and initiative in assembling an important publication, as well as for their own contributions to interdisciplinary scholarship."
--R. P. Austin, BA, LLM (Sydney), DPhil (Oxon), Supreme Court of New South Wales

"This very international collection emphasizes the economic line of descent, while including legal and socio-legal contributions. It fills a very important gap in our empirical knowledge of corporate governance. It is accessible and comprehensive and will greatly assist readers from all relevant disciplines, who are trying to discern the shape of corporate governance as a mature field."
--Dimity Kingsford Smith, Professor of Law, University of New South Wales

Veiled Power conducts a thorough historical study of the relationship between international law and business corporations. It chronicles the emergence of the contemporary legal architecture for corporations in international law between 1886 and 1981. Doreen Lustig traces the relationship between two legal 'veils': the sovereign veil of the state and the corporate veil of the company. The interplay between these two veils constitutes the conceptual framework this book offers for the legal analysis of corporations in international law. By weaving together five in-depth case studies - Firestone in Liberia, the Industrialist Trials at Nuremberg, the Anglo-Iranian Oil Company, Barcelona Traction and the emergence of the international investment law regime - a variety of contexts are covered, including international criminal law, human rights, natural resources, and the multinational corporation as a subject of regulatory concern. Together, these case studies offer a multifaceted account of the history of corporations in international law over time. The book seeks to demonstrate the facilitative role of international law in shaping and limiting the scope of responsibility of the private business corporation from the late-nineteenth century and throughout the twentieth century. Ultimately, Lustig suggests that, contrary to the prevailing belief that international law failed to adequately regulate private corporations, there is a history of close engagement between the two that allowed corporations to exert influence under a variety of legal regimes while obscuring their agency.

Provides a reference point for practitioners, who may need to prepare or review a valuation of shares or intangible assets, and acts as a practical guide to the more straightforward valuations which are required for tax purposes. Practical Share Valuation combines decades of the authors' practical experience in order to provide a reference guide to the valuation of unquoted shares and intangible assets as well as a practical handbook for practitioners preparing more routine valuations for tax purposes. The book highlights the relevant case law relating to valuations and also provides a handy list of additional data sources to aid the valuer in gaining access to the comparator data and latest valuation standards available. Whether you need to prepare a valuation or review work prepared by another practitioner, this book provides a wealth of easily accessible information, hints and tips to help you navigate through the potential minefield of share valuations. The seventh edition includes the following updates: - Full analysis of new legislation proposed on bringing non-resident companies with UK taxable income and gains from the disposal of UK residential property interests within the scope of corporation tax; - Guidance on new penalties in connection with offshore matters and offshore transfers (FA 2016), for inheritance tax for transfers of value on or after 1 April 2017 and for income and CGT from April 2016, in particular a new asset-based penalty for certain offshore disclosure inaccuracies and failures; - Commentary on several well-publicised litigation battles regarding failed tax avoidance schemes, such as HMRC vs Ingenious Media and HMRC vs Rangers Football Club; - Changes to the Companies Act 2006 and new reporting requirements as a result of the transition to FRS 102 and FRS 105 (effective for accounting periods on or after 1 January 2016); - Updated guidance from HMRC Shares and Assets Valuations and International Valuation Standards 2017.

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.

This book details the principles of the current law on partnerships, limited partnerships, and limited liability partnerships in an accessible form. It details the formation and nature of partnership including the interface between partners and employees, workers, and creditors in a partnership context. It then looks at how partnership interacts with public regulations. Next it sets out the position regarding contracts and other transactions involving a partnership, followed by consideration of the relationship between partners, including partnership property. Dissolution of, and exiting from, a solvent partnership, precede a chapter on insolvency either of a partner or the firm. Limited partnerships, including the new form, Private Fund Limited Partnerships, are detailed, highlighting the differences from partnerships. For this new edition, the coverage of limited liability partnerships has been fully revised and expanded. After setting out the background to the legislation and explaining its structure, the book examines the requirements for the creation of LLPs, how they are incorporated, and the consequences of their incorporation as separate legal entities. It explores what membership of an LLP entails, including the interrelation of membership with employment and worker status, and the relations between members and the LLP and between the members themselves. It then looks at the default provisions, the role of the LLP Agreement, and the extent to which contractual doctrines such as repudiation and frustration apply to that agreement. Finally, the book looks at decision-making within an LLP, termination of a member's membership, and insolvency and dissolution of the LLP itself.