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.

This book provides a logically ordered guide to the substantive law and practice relating to corporate insolvency as it currently stands. Procedures for commencing and conducting various types of insolvency proceedings are set out alongside the latest legislation (the Insolvency Act 1986, the Insolvency Rules 1986 and the two Insolvency Acts of 1994) and any relevant case law which supports, modifies or interprets that legislation

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 this acclaimed new work the author argues that it should be the function of company law to promote the public interest. Examining a number of topical and controversial issues from that perspective, including the adequacy of corporate governance arrangements, the `Nexus of Contracts' theory of the company, and the role of markets, the author explains why the theory of company law has to be understood in order for the day-to-day practice of company lawyers to be fully appreciated. The book explores in some depth the protection of interests largely ignored by company law, such as those of employees and the local community, and the safeguarding of the environment from corporate abuse.

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.

The origins of this book lie in the Second Oxford Law Colloquium held in September 1992 and organized by the Faculty of Law of the University of Oxford and Allen & Overy. The subject of this volume, corporate governance, is one that is currently highly topical but which has a long intellectual pedigree. Ever since the formation of the first joint stock company there has been a continuing debate about the structure of corporate governance and the controls, both legal and institutional, that are, or should be, exercised over corporate management. The essays contained in the volume explore the debate from a variety of perspectives, but each keeps in mind that a clear understanding of the wider commercial and financial context is necessary before examining the relevant legal structures and rules. This wider picture is examined at both a national and comparative level, and the attitudes and practices of managers and investors are considered as part of the backdrop to competing theories on corporate governance. The contributors, drawn from the practising and the academic worlds, bring their own specialist knowledge to bear in a volume which will be required reading for all those interested in the subject. Contributors: Robin Leigh-Pemberton, Eddy Wymeersch, Sir Adrian Cadbury, Paul Rutteman, Paul Davies, Lord Alexander of Weedon, Paddy Linaker, Martin Lipton, Alan Paul, Theodor Baums, Geoff Stapledon

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.

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.

"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

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 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.

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.

The emerging field of corporate law, corporate governance and sustainability is one of the most dynamic and significant areas of law and policy in light of the convergence of environmental, social and economic crises that we face as a global society. Understanding the impact of the corporation on society and realizing its potential for contributing to sustainability is vital for the future of humanity. This Handbook comprehensively assesses the state-of-the-art in this field through in-depth discussion of sustainability-related problems, numerous case studies on regulatory responses implemented by jurisdictions around the world, and analyses of predominant strategies and potential drivers of change. This Handbook will be an essential reference for scholars, students, practitioners, policymakers, and general readers interested in how corporate law and governance have exacerbated global society's most pressing challenges, and how reforms to these fields can help us resolve those challenges and achieve sustainability.

Since the financial crisis of 2007 to 2009 the role of the company in society, especially the role of publicly traded companies, has acquired a political salience that was largely absent in the decades before the crisis. This concern has been reflected in both enhanced reporting requirements and in the latest version of the Corporate Governance and Stewardship Codes applicable to the largest companies. This books analyses these developments in full, as well as the more fundamental proposals for reform of corporate law that have been advanced outside official circles. The book also examines the functions of the five core features of company law-separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares. It finally analyses the legal strategies available for moderating the frictions that these core features nevertheless generate for those providing the necessary inputs for a company's business. Written by one of the field's foremost experts, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction to the subject, giving readers a clear framework with which to navigate the intricacies of company law.

This book examines the topical issue of governance of financial institutions, covering banks, investment firms, asset management, pension funds and insurance firms. It comprehensively analyses the impact and practice of the new and more robust requirements for management functions under MiFID II (Markets in Financial Instruments Directive) and other regulation such as MAR (Market Abuse Regulation). Thematically grouped chapters provide extensive coverage of the main areas of change and interest in this field: financial regulation, models, systemic risk, culture and ethics, and conduct and culture. Each chapter employs an interdisciplinary approach, providing high-quality analysis and discussion of the governance of financial institutions of a practical, as well as theoretical, nature. Written by a team of expert contributors, comprised of leading scholars with broad practical experience, and leading practitioners in the field of corporate governance, this book provides much needed analysis of this important topic and the new rules for those advising financial institutions.

The single-tier administrative system with non-managing directors has been an option in Germany since the introduction of the Societas Europaea (SE). The particular relevance of the examination has been highlighted by recent business scandals and company crises, and also by the balance sheet scandals at the start of the millennium and the financial market crisis. Taking into account various legal systems, the liability of supervisory board members and non-managing directors is extensively discussed. From a comparative viewpoint, this publication aims to contribute to this legal discussion.

As the founder of the Center for Law and Economics at George Mason University and dean emeritus of the George Mason School of Law, Henry G. Manne is one of the founding scholars of law and economics as a discipline. This three-volume collection includes articles, reviews, and books from more than four decades, featuring "Wall Street in Transition," which redefined the commonly held view of the corporate firm.
Volume 1, "The Economics of Corporations and Corporate Law," includes Manne's seminal writings on corporate law and his landmark blend of economics and law that is today accepted as a standard discipline, showing how Manne developed a comprehensive theory of the modern corporation that has provided a framework for legal, economic, and financial analysis of the corporate firm.
Volume 2, "Insider Trading," uses Manne's ground-breaking "Insider Trading and the Stock Market" as a framework for many of Manne's innovative contributions to the field, as well as a fresh context for understanding the complex world of corporate law and securities regulation.
Volume 3, "Liberty and Freedom in the Economic Ordering of Society," includes selections exploring Manne's thoughts on corporate social responsibility, on the regulation of capital markets and securities offerings, especially as examined in "Wall Street in Transition," on the role of the modern university, and on the relationship among law, regulation, and the free market.
Manne's most auspicious work in corporate law began with the two pieces from the "Columbia Law Review" that appear in volume 1, says general editor Fred S. McChesney. Editor Henry Butler adds: "Henry Manne was an innovator challenging the very foundations of the current learning." "The 'Higher Criticism' of the Modern Corporation" was Manne's first attempt at refuting the all too common notion that corporations were merely devices that allowed managers to plunder shareholders. Manne saw that such a view of corporations was inconsistent with the basic economic assumption that individuals either understand or soon will understand the costs and benefits of their own situations and that they respond according to rational self-interest.
Fred S. McChesney is James B. Haddad Professor of Law at the Northwestern School of Law, focusing on business and antitrust law and their intersection with economic theory. He has been an associate director for policy and evaluation at the Federal Trade Commission.
Henry N. Butler, editor of volume 1, is Executive Director of the Searle Center on Law, Regulation, and Economic Growth at Northwestern University School of Law.
Stephen M. Bainbridge, editor of volume 2, is William D. Warren Professor of Law at the UCLA School of Law.
Jonathan R. Macey, editor of volume 3, is Sam Harris Professor of Corporate Law, Securities Law, and Corporate Finance and is deputy dean at Yale Law School.

New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.

This book deals with the procedure for obtaining a winding-up order chronologically from presentation of a petition through to making the order. It also looks at the application process as it applies to various classes of petitioner, such as creditors, contributories (shareholders) and public officials. The fourth edition is completely updated to cover new legislation and new procedures. It includes new coverage of the Insolvency (England and Wales) Rules 2016, which rewrote the procedural rules for applications to wind up companies. The book also covers Regulation (EU) 2015/848 on insolvency proceedings (recast) concerning amended rules applying to jurisdiction, as well as new provisions for housing and education administration. Though focused on the procedure in the courts of England and Wales, the work also considers the jurisprudence of the many Commonwealth jurisdictions which have adopted the English procedure. This work contains all there is to know about applying (petitioning) to have companies and similar entities wound up by the court, making it essential for all lawyers who make, or defend, such applications.

This is the first book to provide a complete comparative analysis of expedited corporate debt restructuring alternatives in the European Union. The work considers the different options available to a company facing a distress scenario and focuses on the options that provide expedited solutions to these issues. The techniques considered in full include: (1) out-of-court reorganization or (non-insolvency process-related) private workouts; (2) pre-packaged reorganization plans; and, (3) pre-arranged or pre-negotiated reorganization plans. The merits and suitability of each technique are considered and case studies are used to illustrate these points in each chapter. A considerable feature of the work is the jurisdiction analysis which allows the reader to compare the law and practice related to each method in each of the EU member states. Each country chapter sets out the relevant legal framework, illustrates its practical application and highlights potential problems through the use of case studies. The aim of the book is to work as a toolkit, a first point of reference for anyone dealing with companies in distress in the EU. In addition to the jurisdictional analysis, the thematic chapter provide an introduction to the techniques discussed and cover common issues for all EU jurisdictions.