This book focuses on the restructuring of distressed businesses, emphasizing the need for new financing during the restructuring process as well as during relaunch, and examines the role of law in encouraging creditor confidence and incentivizing lending. It describes two broad approaches to encouraging new finance during restructuring: a prescriptive one that seeks to attract credit using expressly defined statutory incentives, and a market-based one that relies on the business judgment of lenders against the backdrop of transaction avoidance rules. Securing new financing for a distressed business is a critical part of successful restructuring. Without such financing, the business may be unable to meet interim liquidity constraints, or to implement its restructuring plans. This book addresses related questions concerning the place of new financing as an essential component of restructuring. In general terms, the book explores how statutory interventions and the courts can provide support with contentious issues that arise from the provision of new financing, whether through new financing agreements or through distressed debt investors, who are increasingly gaining prominence as sources of new financing for distressed businesses. It argues that courts play a key part in preventing or correcting the imbalances that can arise from the participation of distressed debt investors. In this context, it critically examines the distressed debt market in emerging markets like Nigeria and the opportunity presented by non-performing loans, arguing that the regulatory pattern of market entry may dis-incentivize distress debt investing in a market that is in dire need of financing. The book offers a fresh and comparative perspective on restructuring new financing for distressed businesses by comparing various approaches (primarily from the US, UK and Germany) and drawing lessons for frontier markets, with particular reference to Nigeria. It fills an important gap in international comparative scholarship and discusses a living problem with both empirical and policy aspects.

This comprehensive book offers a thoughtful survey of theories, issues and cases in order to reassess the present vision of contract law. Comparative refers both to the specific kind of methodologies implied and to the polyphonic perspectives collected on the main topics, with the aim of superseding the conventional forms of representation. In this perspective, the work engages a critical search for the fault lines, which crosses traditions of thought and globalized landscapes. Notwithstanding contract's enduring presence and the technicalities devoted to managing clauses and interpretation, the inquiry on the proper nature of contract and its status and collocation within private legal taxonomies continues to be a controversial exercise. Moving from a vast array of dissimilar inclinations, which have historically produced heterogeneous maps of law, this book is built around the genealogies of contractual theoretical thinking; the contentious relationship between private governance and normative regulations; the competing styles used to stage contract law; the concurring opinions expressed within the domain of other disciplines, such as literature and political theory; the tensions between global context and local frames; and the movable thresholds between canonical expressions and heterodox constructions. For its careful analysis and the wide range of references employed, Comparative Contract Law will be a tremendous resource for academics, legal scholars and interdisciplinary experts as well as judges and law practitioners. Contributors include: G. Bellantuono, B.H. Bix, D. Carpi, C.L. Cordasco, C. Costantini, S. Fiorato, J. Gordley, M. Granieri, A. Hutchison, M.R. Marella, G. Marini, P.G. Monateri, F. Monceri, P. Moreno Cruz, H. Muir Watt, F. Parisi, P. Pardolesi, G. Samuel

For centuries, inconsistencies were seen as a hindrance to good reasoning, and their role in the sciences was ignored. However, logicians as well as philosophers and historians have shown a growing interest in the matter. Central to this change were the advent of paraconsistent logics, the shift in attention from finished theories to construction processes, and the recognition that most scientific theories were at some point either internally inconsistent or incompatible with other accepted findings. The interest gave rise to important questions. How is "logical anarchy" avoided? Is it ever rational to accept an inconsistent theory? In what sense, if any, can inconsistent theories be considered as true? This collection of papers examines such questions. It contains case studies as well as philosophical analyses, and presents an excellent overview of the different approaches in the domain.

This book gathers international and national reports from across the globe on key questions in the field of antitrust and intellectual property.The first part discusses the allocation of liability for infringement of antitrust laws between corporations and individuals. The book explores the criminal or administrative sanctions available against corporations, companies or group of companies, and individuals, such as employees or directors. A detailed international report explores the major trends and challenges in this field and provides an excellent comparative study of this complex and challenging subject. The second part examines whether intellectual property rights are sufficiently protected to ensure a fair return on investments made by manufacturers and distributors. This question comes at a time where distribution is facing deep and radical changes with the Internet. To what extent this is an opportunity or a threat to the sustainability of distribution systems of differentiated and IP protected goods is the question. This book brings together the current legal responses across a number of European countries and elsewhere in the world, all summarised and elaborated in an international report. The book also includes the resolutions passed by the General Assembly of the International League of Competition Law (LIDC) following a debate on each of these topics, which include proposed solutions and recommendations. The LIDC is a long-standing international association that focuses on the interface between competition law and intellectual property law, including unfair competition issues.

Comparative constitutional law is a field of increasing importance around the world, but much of the literature is focused on Europe, North America, and English-speaking jurisdictions. The importance of Asia for the broader field is demonstrated here in original contributions that look thematically at issues from a general perspective, with special attention on how they have been treated in East Asian jurisdictions.The authors - leading comparativists from around the world - illuminate material from Asian jurisdictions on matters such as freedom of religion, constitutional courts, property rights, emergency regimes and the drafting process of constitutions. Together they present a picture of a region that is grappling with complex constitutional issues and is engaged with developments in the rest of the world, while at the same time pursuing distinctive local solutions that deserve close attention. This unique scholarly study will prove an important research tool for Asian scholars, constitutional lawyers within Asia and comparative constitutional scholars around the world. Contributors: T. Allen, J. Blount, J.A. Cheibub, S. Choudhry, R. Chowdhry, M. Clark, R. Dixon, T. Ginsburg, R. Hirschl, M. Khosla, F. Limongi, K. O'Regan, V.V. Ramraj, C. Saunders, A. Stone, M. Tushnet

Cross-border mergers and acquisitions are an imperative part of the accelerated economic globalization of our time. Cross-border transaction volume now accounts for almost one-third of global M&A activity and this number will only increase as business world-wide continues to expand. The complex legal issues to be handled in such transactions encompass the co-ordination of different concepts of corporate governance and capital market regulations in the laws involved, as mirrored by the intense debate on M&A law making within the European Union, and for example, Germany. Lawyers engaged in the M&A practice will inevitably be confronted with cross-border transactions and will have to appropriately counsel their clients in the variable aspects of the law. This book, based on an international conference held by the Law Centre for European and International Cooperation (RIZ) in co-operation with the Centre of Commercial Law Studies, the Asian Institute of International Financial Law, and the SMU Institute of International Banking and Finance, provides a comprehensive exploration of the legal implications of a cross-border merger or acquisition. Applying a comparative approach, the compilation of articles by professors, practitioners and bankers provides thorough information on relevant topics. In addition to this, case studies analyzing the Daimler/Chrysler Merger and the British Petroleum/Amoco Merger have been included to illustrate the impact that different structures can have on the success of a business combination.

This book examines how law functions in a multitude of facets and dimensions. The contributions shed light on the study of comparative law in legal scholarship, the relevance of comparative law in legal practice, and the importance of comparative law in legal education. The book will particularly appeal to those engaged in the teaching and scholarship of comparative law, and those seeking to uncover the various significant dimensions of the workings of law. The book is organised in three parts. Part I addresses scholarship, with contributors examining comparative legal issues as critique and from a theoretical framework. Part II outlines practice, with contributors discussing the function of comparative law in such comparatively diverse areas as international arbitration, environment, and the rule of law. Part III appraises comparative law in education.

This year's volume of the "Comparative Law Yearbook of International Business deals with various aspects of the arbitration process. Some of the areas covered include the appointment of arbitrators, the points to be borne in mind by arbitrators during the conduct of arbitral proceedings, the evidentiary procedures involved in arbitration, and the advantages and disadvantages of arbitration when pitted against conventional litigation. Crucial to any successful arbitration is good preparation, in particular the setting down in an arbitral agreement of the intentions of the parties with regard to any future disputes that may arise between them. Ideally, the parties should agree, "inter alia, upon the type of arbitration, the choice of law, the "situs, and the number and appointment of arbitrators. The appointment of the arbitrators is a very important consideration in the conduct of an arbitration procedure. First, one must decide whether a sole arbitrator or a panel of three or more arbitrators is preferable in the specific circumstances, taking into account such criteria as cost, time, complexity of the issue, and the experience of the arbitrators. These points also, of course, have a bearing upon whether one chooses to arbitrate in the first place or whether litigation would be a more suitable route. Various factors in making these decisions are discussed in detail by the authors in this volume, and much valuable guidance is given to those involved in the arbitration process.

Liability law is clearly expanding through an increasing number of strict liabilities, increasing claim-consciousness and higher amounts awarded. This work puts forward a number of views on how modern tort law copes and should cope with these changes. It provides a brief overview of a broad range of legal systems and describes the tools used to prevent the burden of liability law from becoming too heavy, such as causation, duty of care, caps and ceilings and ad hoc moderation.

New rules on distance contracts provided for the Consumer Rights Directive of 25 October 2011 do not apply to package holidays or contracts falling within the scope of the Timeshare Directive. Moreover, contracts for passenger transport services and contracts for the provision of accommodation, car rental, catering or leisure services if the contract provides for a specific date or period of performance are not covered by some of these rules. Yet measures aimed at protecting the consumer when a contract is concluded via the phone, the Internet, by mail or other means of distance communication play a role in tourism. This book helps readers to navigate through uncertainties in travel contracts regarding information requirements, the right of withdrawal or providing alternative services. Findings reveal that consumer acquis is inadequately adapted to the features of the tourism industry when an optional instrument based on the Draft Common Frame of Reference might be used in the future.

This edited volume analyzes the function and role of international law in a framework of increased global governance by focusing on how 'community interests' are articulated and protected and how global public goods are provided in various domains. The chapters analyze the concept of 'community interests' and the adequacy and effectiveness of the institutional framework and mechanisms established under international law to protect and safeguard them. The volume is divided into four parts and begins with a preface by Judge Bruno Simma, who has pioneered work in this area. The first part of the book addresses some general issues, such as defining community interests, examining various forms of governance at the juncture of public and private international law, and whether international law and international courts are effective in providing so-called 'public goods'. Part II shifts the focus onto global commons and concerns, such as the accommodation and balancing of community interests under the UN Convention on the Law of the Sea, the potential for international organisations to protect said interests through countermeasures in responses to violations of erga omnes obligations, the prevention and punishment of corruption by large corporations, and the importance of good governance of natural resources in conflict-affected regions. Some key human rights and security-related issues are analyzed in Part III, such as the right to self-determination and prolonged occupation of Palestinian territory, foreign terrorist fighters and their return to their countries of origin, and the peasant rights movement and its exposition of diverging interests as protected under human rights law. Part IV concludes, outlining three potential research agendas concerning collective human security, collective natural resources, and world cultural heritage. The comprehensive impact of community interests visible today reveals a fundamental tension in contemporary international law - between the need to make international law adequately express and support what are assumed to be universally held moral beliefs and the need to make it firmly reflect its political context. This book demonstrates that international law research on the formulation and protection of community interests, combined with multi- or inter-disciplinary approaches, can provide useful insights and answers to important questions for the future of humankind.

Examining the successful movements to abolish capital punishment in the UK, France, and Germany, this book examines the similarities in the social structure and political strategies of abolition movements in all three countries. An in-depth comparative analysis with other countries assesses chances of success of abolition elsewhere.

The twenty-third volume of the "Comparative Law Yearbook of International Business contains chapters relating to agency and distribution, finance and investment, intellectual property, sports law, technology, and general commercial issues. The spread of jurisdictions treated includes Argentina, Canada, the Dominican Republic, Egypt, Italy, Panama, Portugal, Romania, Spain, Switzerland, the United States, and Venezuela. The range of subjects and jurisdictions in volume twenty-three attests to the diversity and scope of international business practice.

The global financial and economic crisis which started in 2008 has had devastating effects around the globe. It has caused a rethinking in different areas of law, and posed new challenges to regulators and private actors alike. One of the emerging issues is the apparent eclipse of boundaries between different legal disciplines: financial and corporate lawyers have to learn how public law instruments can complement their traditional governance tools; conversely, public lawyers have had to come to understand the specificities of the financial markets they intend to regulate. While commentary on financial regulation and the global financial crisis abounds, it tends to remain within disciplinary boundaries. This volume not only brings together scholarship from different areas of law (constitutional and administrative law, EU law, financial law and regulation), but also from a variety of backgrounds (the academy, practice, policy-making) and a number of different jurisdictions. The volume illustrates how interdisciplinary scholarship belongs at the centre of any discussion of the economic crisis, and indeed regulation theory more generally. This is a timely exploration of cutting-edge issues of financial regulation.

This book transcends current debate on government regulation by lucidly outlining how regulations can be a fruitful combination of persuasion and sanctions. The regulation of business by the United States government is often ineffective despite being more adversarial in tone than in other nations. The authors draw on both empirical studies of regulation from around the world and modern game theory to illustrate innovative solutions to this problem. Their ideas include an argument for the empowerment of private and public interest groups in the regulatory process and a provocative discussion of how the government can support and encourage industry self-regulation.

This volume presents an overview of the essential aspects of the legislation, regulation and legal practice affecting due diligence in corporate acquisitions in various countries around the world. Every report highlights the key features of the due diligence regime, including: whether or not there exists a legal obligation to perform due diligence; a lawyer's duty of care and consequences of breach; rules regarding general scope and standard of due diligence; standard due diligence checklists with separate commentary on the most important aspects; European legislation and regulation where appropriate; the role of outside experts; and the form of the due diligence report. This work aims to be of practical and comparative value to lawyers active in the corporate law field.

Proportionality embodies a basic concept of fairness to strengthen the protection of individual rights at both the national and supranational level. The purpose of this book is to examine the impact of the principle of proportionality in the legal systems of Germany, France and the European Community, where the principle of proportionality plays a pivotal role in balancing the rights and obligations of the individual. The definition of proportionality as used in this work is quite broad: measures adopted by public authorities should not exceed the limits of what is appropriate and necessary in order to attain legitimate objectives in the public interest. As many important general principles of law as applied by the Court of Justice have been borrowed from German and French law, and a comparative study of the various forms which this principle has assumed in both German and French public law is presented. The areas of substantive law examined are the law of the common agricultural policy and the free movement of goods. The fundamental question is also raised as to whether proportionality allows judges to interfere with official decisions, thus breaching the principle of the separation of powers. This work argues that proportionality involves the state-citizen relationship and could be considered as a response to the historical experience that public authorities, national and supranational, function with the tendency to impair freedom of the individual.

This new book in the Constitutionalism in Asia series considers the idea of origins, and of change and continuity in terms of 'constitution-making', which is an on-going process in the Northeast Asian states. The book examines the drafting, nature, core values, and roles of the first modern constitutions during the founding of the 8 modern states/territories in Northeast Asia: China (1949), Taiwan (1947), Hong Kong SAR (1997), Macau SAR (1999), Japan (1889), North Korea (1948 and 1972), South Korea (1948), and Mongolia (1924). The collection provides: - an exploratory description of the process and substantive inputs in the making of the first constitutions of these nations/territories; - analysis of the internal and external (including intra-regional) forces surrounding the making of these constitutions; and - theoretical construction of models to conceptualise the nature and role of the first constitutions (including constituent documents) in the founding of the modern nation-states/territories and their subsequent impact on state-building in the region.

This is the third volume in the series Swedish Studies in European Law, produced by the Swedish Network for European Legal Studies, a national network comprised of Swedish universities focusing on recent legal developments within European Union law. In this volume, Swedish researchers with specific interests in European Market law - intellectual property rights, competition, and marketing law - have joined forces to review recent Swedish legislation and case-law of particular European interest in national Swedish Courts or the Court of Justice of the European Union. The volume also includes comments on general EU developments from a Swedish perspective. The articles focus upon a number of significant recent developments, including an essay on a proposed reform to the Swedish Copyright Act, a report of the recent Swedish decision concerning the Mini-Mag, two different analyses of the future for illicit file sharing following the recent Pirate Bay litigation, and essays on refusal to supply and the new Unfair Commercial Practices Directive and its implementation in Sweden. The articles are original analytical contributions to doctrinal debates and questions.

The book provides a comparative analysis of the law relating to remedies for breach of contract. It examines different remedies such as specific performance and damages,doing so from the viewpoint of different legal systems, principally the English, American, German, French and Israeli. Each essay is written by a recognised specialist in his or her own field. Topics covered include the relationship between substantive rights and contract remedies, the recent reforms of the law relating to breach of contract in Germany, the remedies in the context of a third party beneficiary and the extent to which a claimant can choose the remedy which he or she deems to be the most appropriate. The book also makes use of a range of techniques, particularly economic analysis, when examining the legal rules. The book contains an introductory essay written by the editors and an essay by Professor Friedman, which deals with the relationship between substantive rights and contract remedies.

This book focuses on the separatist trend in Hong Kong, which it approaches by drawing on historical studies, political analysis, social studies and legal analysis. It offers a comprehensive and interdisciplinary guide to the topic, addressing the historical evolution of "Hong Kong Nativism," the theoretical connotations and fallacies of "Hong Kong Independence," and the legal measures taken to forestall it. Written by mainland scholars who approach the subject matter from a legal perspective, the book offers revealing insights for all students and researchers who are interested in Hong Kong Basic Law and the current political situation in Hong Kong.

Complicity in International Law aims to analyze questions arising from a state’s complicity in conflict with another state or an international organization. On the basis of international legal provisions, a state that assists the illicit fact of another state or an international organization in turn commits an offense if it is aware of the main fact and is bound by the same obligation. International law offers adumbrates the outcome of a codification process undertaken by the International Law Commission. The practice and its consequences, and the reflections of the doctrine, have matured with regard to the original hypothesis. Several cases of participation in the unlawful conduct of others, for example in facilitating the illicit use of the armed force, or of financial support to states responsible for human rights violations, have been recorded since the period immediately following World War II. International doctrine has long shown great interest in the theme of competition of several subjects in an international illicit act. This is a new phenomenon, given that until recently the issue had been the subject of in-depth analysis in a small number of works, few of which have been monographic in nature. Complicity in International Law will address the issue comprehensively.