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

Company Law in Context is an ideal main text for company law and corporate governance courses at both undergraduate and postgraduate level. In this sophisticated book, David Kershaw combines commentary and explanation (55%) with the primary case and statutory materials (45%). The book places the study of company law in its economic, business, and social context in order to make more accessible and relevant the cases, statutes, and other forms of regulation that make up company law. One technique deployed by the book to contextualise company law is the use of a simple case study that tracks, through the different chapters of the book, the development and expansion of a business - from sole trader to listed company.
Online Resource Centre
Company Law in Context is accompanied by an Online Resource Centre offering the following features for students:
- twice-yearly updates to changes in cases and legislation (particularly important given the recent implementation of the Companies Act 2006)
- annotated web links to key online sources, directing students to the most accurate, up-to-date and relevant information on the web
- timeline illustrating implementation of Companies Act 2006.
- additional chapters on The Market for Corporate Control; Disclosure, Accounting, and Audit; and Issuing Shares to the Public
The following resources are also provided for lecturers:
- diagrams and charts in PowerPoint to show in lectures and seminars to facilitate students' understanding of challenging cases and concepts

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

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

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

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. Applications to Wind up Companies 4e Digital Pack 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.

The regulation of the capital market has been in crisis since the start of the new millennium. A series of cases of fraud and company insolvencies on a scale never before experienced in Europe and overseas has resulted in the loss of billions and shattered the trust of investors in the capital market. This work examines the legal structures of the primary market and analyses possible methods of the further development of the German Investor Protection Act based on the example of the underwriting bank or rather the underwriting syndicate, which consists of several banks.

Combining perspectives from practice, legal theory and doctrinal analysis, this book presents a comprehensive examination of the questions facing the current understanding and future application of corporate finance law, such as the optimal adaptation of regulation in highly dynamic settings and the scope for innovation in legal markets in light of the current debt crisis.
Corporate Finance Law in the UK and EU considers areas of corporate finance that are likely to be of key importance in the next few years including regulatory reforms, which are of present concern. It also addresses timely and important questions such as the impact of higher interest rates on capital markets strategies and how directors should balance the demands for disclosure and transparency with the cost of compliance.
Bringing together contributions from over 20 international leading academic and practitioner experts in this area, this book provides a comparative perspective of equity financing, debt financing, European law and policy, and practical research on how to improve and solve current problems related to corporate finance.

Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are non-listed. This book provides a comprehensive account of non-listed businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics. Non-listed firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders. The governance of non-listed companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders. This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in non-listed companies. The authors examine how control is gained and explore the mechanisms that contribute to the development of a modern and efficient governance framework. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

Law and Economics in European Merger Control provides a thorough introduction to the economic theory underlying the regulation of mergers. The central economic concepts of efficiency and welfare are introduced and their role in the foundations of competition law is explained. Market structures of perfect competition, monopoly and oligopoly are analysed and the methods for delineating and evaluating the effects of mergers on markets are explained.
Having examined the economic context, the book then proceeds to offer an exhaustive analysis of the application of economic theory in the practice of merger regulation in Europe. Through an analysis of more than 300 competition cases the book critiques the current state of EC competition law against its economic aims, and offers views for the future development of the law. It also sets out an account of the European Commission's search for a 'more economic approach' to competition law, and analyses the policy's successes and failures.

This handy new book provides a reference collection of all the texts of default articles of association which have applied to companies registered since 1856. As such it offers a reference source for lawyers giving advice to private companies on the text of the articles of association relevant the point of formation of the company.
There are currently seven main sets of default articles, dating from 1856, 1862, 1906, 1908, 1929, 1948 and 1985. The 1948 and 1985 sets have been repeatedly amended. This collection of default articles will also include any new default articles under the proposed Companies Act due to follow by Regulation in 2007.
Derek French's commentary provides a summary of the law and articles of association including any changes made by the Companies Act. Each provision of each set of articles is followed by a note giving the equivalent provision in the preceding and succeeding texts so that historical development can be traced.

Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are closely held. This book provides a comprehensive account of closely held businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics.
Closely held firms encompass a vast range, from corporations with the potential to go public through family-owned firms, group-owned firms, private equity and hedge funds, to joint ventures and unlisted mass-privatized corporations with a relatively high number of shareholders.
The governance of closely held companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders.
This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in closely held companies. The authors examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.

Corporate law in the United States requires directors to manage firms in the interests of shareholders, which means never sacrificing profits in service of other stakeholders or interests. In this timely, groundbreaking book, David Yosifon argues that this rule of 'shareholder primacy' is logically, ethically, and practically unsound, and should be replaced by a new standard that compels directors of our largest corporations to manage firms in a socially responsible way. In addition to summarizing existing debates on the issue - and giving special attention to the Supreme Court's decision in Citizens United - Yosifon explores the problem of corporate patriotism and develops a novel approach to the relationship between corporate law and consumer culture. The book's technical acumen will appeal to experts, while its engaging prose will satisfy anyone interested in what our corporate law does, and what it should do better.

This set deals with the problems generated by those cases of insolvency (either of an individual or of a company) where the presence of contacts with more than one system of law brings into operation the principles and methods of private international law (also known as conflict of laws).
Part I of the main work is mainly devoted to an examination of the body of rules and practice that has evolved in England during the course of the past two-and-a-half centuries, and surveys the current state of the law derived from a blend of statutory and case authorities. Contrasting approaches under a selection of foreign systems -- principally Australia, Canada, France and the USA -- are examined by way of comparison. There are up-to-date accounts of the circumstances under which insolvency proceedings can be opened in respect of debtors which are not primarily based in England, and of the grounds on which English courts will recognize foreign insolvency proceedings and give assistance to the foreign representative of the debtor's estate.
Part II of the main work explores the progress towards the creation of international arrangements to co-ordinate and rationalize the conduct of insolvency proceedings which have cross-border features, particularly where the debtor is capable of being subjected to concurrent proceedings in two or more jurisdictions. Central to the developments described in detail in this Part are the EC Regulation on Insolvency Proceedings and the UNCITRAL Model Law on Cross-Border Insolvency.
This set includes the supplement to the second edition, which covers key developments in case law and legislation in the subject up to October 2006, and is an essential purchasefor all who have already bought the main work. It includes the full text of the Cross-Border Insolvency Regulations 2006, along with commentary on the regulations. The supplement also includes the text of Council Regulation 694/2006, amending EC Regulation 1346/2000 on insolvency proceedings, and references to key developments in case law, including Eurofood IFSC Ltd, Daisytek ISA, and Cambridge Gas Transport Corp v Official Committee of Unsecured Creditors of Navigator Holdings plc. The commentary on case developments links back to the relevant paragraph in the main work.
New to this Edition:
New supplement updating the second edition with commentary on recent developments, to October 2006
Major recasting of chapter 6 (formerly dealing with the (by then) dormant EC Convention on Insolvency Proceedings) now giving an account of the EC Regulation on Insolvency Proceedings, in force since 31 May 02
Adjustments throughout the book to explain the impact of the Regulation on other aspects of law and practice
Full account is taken of statutory and case law developments since 1998
There is a new chapter assessing other international developments since 1998 including the ALI Transnational Insolvency Project; the World Bank Principles and Guidelines; and the UNCITRAL Legislative Guide on Insolvency Law (completed 2004)

Based upon the work done to prepare and implement a Model Law drawn up for the European Bank for Reconstruction and Development (EBRD), this book provides a comparative account of the laws relating to secured lending in the 27 EBRD member states in Eastern Europe (including Bulgaria, the Czech Republic, Hungary, Poland, Romania, Russia and the Slovak Republic). Since many of the former Soviet-bloc countries have joined the EU, increasing amounts of money are being invested by western companies and financial institutions into Eastern Europe generally. Knowledge of the applicable laws relating to security is vital to such investment and lending.
This is an explanatory and practical book. Throughout the book the theme will be what characteristics make a security law useful from a practical point of view. Hence, the purpose of the book is not merely to describe existing rules on security but to concentrate on how those rules can be made practical. The EBRD's Model Law on Secured Transactions and the EBRD's Core Principles for a Modern Security Law serve as basic reference points. In addition, the author introduces a comparative perspective in order to make the reader aware of significant differences between various national security laws. The main reference systems are English, German and US-American law. The principles of security law developed under western legal systems are contrasted with the principles of security law as they can now be described after 15 years of legal reforms in central and eastern European 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.

THE LAW OF CORPORATIONS AND OTHER BUSINESS ORGANIZATIONS, 6th Edition deciphers the complex substantive and procedural laws surrounding U.S. business entities today-and prepares you for a paralegal career in corporate law. Focusing on corporations, sole proprietorships, partnerships, limited liability partnerships, and limited liability entities, the text explains the law and the theory behind the law while providing practical information that you can take to the office. Financial structures, securities regulations, mergers, and bankruptcy round out the legal discussions, along with special attention paid to the Uniform Acts and Model Business Corporation Act used by most state legislatures to create state-specific laws. Special features include sample documents, paralegal profiles, sample paragraphs, and practical advice that you can use on the job as a corporate paralegal.

This second edition of Merger Control in the EU provides the reader with an exhaustive analysis of the European Community rules relating to merger control, including the new EC Merger Regulation 139/2004 of 20 January 2004 which entered into force on 1 May 2004 and the latest interpretive notices adopted by the European Commission. A brand new addition to the book is the companion website which will maintain the currency of the main work after publication; a service that is free of charge to all who own a copy of the book. The European Commission has exclusive competence to authorise or prohibit concentrations which have a Community dimension. Bearing in mind the economic relevance of these operations, decisions made by the Commission have an extraordinary market impact. This work is an invaluable and precise instrument for legal practitioners and economists, as well as for those undertakings involved in merger operations or acquisitions. It will enable them to become acquainted with the Commission's policy in this field and to guide themselves through the complex procedure of notification in Brussels. It will also be useful for those merger operations which are required to follow the procedure of notification to the national competition authorities in EU Member States, since the Commission's guidelines inspire, to a large extent, the acts and decisions of the national authorities in this field. This book analyses the issues related to merger control not only from a legal standpoint, but also from an economic one. It is a product of the authors' knowledge and experience in Brussels as officials of DG Competition in the Commission, and as lawyers defending the interests of undertakings involved in the notification procedure.