One of the main issues for a buyer making an acquisition is how to finance it. Acquisition Finance, 2nd edition considers the commercial factors that influence the choice of finance and analyses the most common forms of debt and equity finance. Offering in depth expert advice it provides a full picture for each scenario of the transaction structure and process from the initial commercial stages, to the structuring aspects, due diligence process, the legal documentation process (including a detailed look at the various legal documents required), to funding and completion. The second edition includes coverage of the following changes in the financial market: Impact of the credit crunch on the acquisition finance market and the terms currently available to borrowers (pricing, level of restriction, balance of negotiating power between lenders and borrowers); Types of acquisition finance currently available (less mezzanine finance, less second lien debt, but high yield debt market strengthening); Typical funding structures in the post-credit crunch market; How the financial assistance rules apply to buyouts since October 1, 2009; Changes to the players in the acquisition finance market, including the increasing involvement of non-bank lenders; Continued evolution of the private equity market; Current state of the public-to-private market and its regulation reflecting changes to the Takeover Code since 2008. Includes the following legislation and case law: Companies Act 2006 - how the financial assistance rules apply to buyouts since October 1, 2009; Changes to the Takeover Code since publication of the 1st edition in 2008; Makdessi v Cavendish Square Holdings BV and another (Appeal) 2013] EWCA Civ 1539; Re Uniq Plc 2011] EWHC 749 (Ch); Barclays Bank Plc and others v HHY Luxembourg SARL & Anor (Rev 1) 2010] EWCA Civ 1248. Contents: Chapter 1: Introduction and Overview Chapter 2: The Acquisition Chapter 3: Financing the Acquisition Chapter 4: Equity Investment Chapter 5: Senior Debt Chapter 6: Second Lien Debt Chapter 7: Mezzanine Debt Chapter 8: High Yield Debt Chapter 9: PIK Notes Chapter 10: Ranking the Layers of Finance Chapter 11: Deal Execution Chapter 12: Public-to-Privates Chapter 13: Multi-Jurisdictional Buy-Outs

Shadow banking - a system of credit creation outside traditional banks - lies at the very heart of the global economy. It accounts for over half of global banking assets, and represents a third of the global financial system. Although the term 'shadow banking' only entered public discourse in 2007, the importance and scope of this system is now widely recognised by the international policy-makers. There is, however, much less consensus on the origins of the shadow banking system, what role it plays in global political economy and the optimal approach to regulating this complex segment of finance. This volume addresses these questions. Shadow Banking is the first study to bring together the insights from financial regulators, practitioners and academics from across the social sciences. The first part traces the evolution and ongoing confusion about the meaning of 'shadow banking'. The second section draws major lessons about shadow banking as posed by the financial crisis of 2007-09, providing comparative analyses in the US and Europe, and attempts to establish why shadow banking has emerged and matured to the level of a de facto parallel financial system. Finally, the third part goes beyond current regulatory concerns about shadow banking and explains why it is 'here to stay'. This volume is of great importance to political economy, banking and international political economy.

This book surveys the development of laws surrounding the crime of money laundering and the associated changes in the anti-money laundering (AML) industry. The policy of attempting to deal with crime by attacking its financial products started in the arena of drugs, but quickly moved to organised crime, terrorism, corruption and tax. Now the focus has shifted once again to organised crime and to immigration. In the wake of the failure of the 'war on drugs' a huge amount of money is now being spent on a global surveillance and reporting system, and we do not know whether the system works or not. What Went Wrong With Money Laundering Law? documents the events which, taken independently, could each be seen as rational responses to specific problems and as incremental adjustments to the focus of the law. Taken together, however, it is demonstrated that they have led to significant changes in the law and to the current situation. Underlying the entire AML industry is the crime of money laundering, which, having been devised more to provide a trigger for the reporting machinery than to describe and condemn a particular category of harmful behaviour, is now being used in a far wider range of cases than is appropriate. This book will be of great interest to scholars and practitioners of criminal and financial law, socio-legal studies and criminology.

This unique book investigates the extent to which a taxpayer may invoke the freedom of movement within the Community in order to avoid national direct taxes. A Member State's right to protect its taxing authority and tax jurisdiction may collide with a Union citizen's right to free movement under Community law. The author shows what at the national level is viewed as abuse may often be viewed from an EC law perspective as invoking the Treaty freedoms. As his starting point, the author describes relevant Community law as it stands at present, whereby Member States are exclusively authorized to determine the types, tax bases, rates, and procedural aspects of direct taxes. He goes on to examine the possibilities offered by primary EC law to cross-border taxpayers who seek to avoid tax, basing his presentation on an in-depth analysis of the tax and non-tax case law of the Court of Justice of the European Communities. Among the issues raised in the course of the analysis are the following: applicability of each of the freedoms of the citizen, of goods, of workers, of establishment, of services, and of capital; tests entailed by Community law: the economic activity test, the artificiality test, and the substance test; the extent to which holding and letterbox companies may invoke the freedom of movement; and the fiscal cohesion justification. The author describes the implicit concept of avoidance that the Court apparently uses by examining its tax and non-tax decisions in avoidance-like cases, thus offering a valuable discussion of whether the anti-abuse doctrine development by the Court is a principle of Community law. In its thorough investigation of a major current manifestation of the emblematic conflict between state taxing authority and personal freedom, this thoughtful and well-researched analysis will be of great value to tax professionals, officials, and academics not only on Europe but wherever this fundamental problem in tax law applies.

A compelling explanation of how the law shapes the distribution of wealth What is it that transforms a simple object, an idea, or a promise to pay into an asset that creates wealth? Katharina Pistor explains how, behind closed doors in the offices of private attorneys, capital is created-and why this little-known activity is one of the biggest reasons for the widening wealth gap between the holders of capital and everybody else. A powerful new way of thinking about one of the most pernicious problems of our time, The Code of Capital explores the various ways that debt, complex financial products, and other assets are selectively coded to protect and reproduce private wealth. This provocative book paints a troubling portrait of the pervasive global nature of the code, the people who shape it, and the governments that enforce it.

Few tasks are as crucial for the future of democracy in Latin America--and, indeed, in other underdeveloped areas of the world--as strengthening the rule of law and reforming the system of taxation.

In this book, Marcelo Bergman shows how success in getting citizens to pay their taxes is related intimately to the social norms that undergird the rule of law. The threat of legal sanctions is itself insufficient to motivate compliance, he argues. That kind of deterrence works best when citizens already have other reasons to want to comply, based on their beliefs about what is fair and about how their fellow citizens are behaving. The problem of "free riding," which arises when cheaters can count on enough suckers to pay their taxes so they can avoid doing so and still benefit from the government's supply of public goods, cannot be reversed just by stringent law, because the success of governmental enforcement ultimately depends on the social equilibrium that predominates in each country. Culture and state effectiveness are inherently linked.

Using a wealth of new data drawn from his own multidimensional research involving game theory, statistical models, surveys, and simulations, Bergman compares Argentina and Chile to show how, in two societies that otherwise share much in common, the differing traditions of rule of law explain why so many citizens evade paying taxes in Argentina--and why, in Chile, most citizens comply with the law. In the concluding chapter, he draws implications for public policy from the empirical findings and generalizes his argument to other societies in Africa, Asia, and Eastern Europe.

A newly admitted lawyer needs sufficient knowledge and skill to maintain trust and office accounts in accordance with the law and good practice. With much space dedicated to practice transactions and specimen accounts, there is plenty of opportunity for readers to become familiar with the major areas of the trust account, controlled money and office records. This new edition explains important changes brought about the 2004 Legal Profession Act and the 2005 Legal Profession Regulation. Written for practitioners and students of degree or diploma courses in law and practical legal training, this text will quash all qualms about book-keeping.

As the proverbial workhorse of international economic law, investment arbitration is heavily relied upon around the globe. It has to cope with the demands of increasingly complex proceedings. At the same time, investment arbitration has come under close public scrutiny in the midst of heated political debate. Both of these factors have led to the field of investment protection being subject to continuous changes. Therefore, it presents an abundance of challenges in its interpretation and application. While these challenges are often deeply rooted in the doctrinal foundations of international law, they similarly surface during live arbitral proceedings. International Challenges in Investment Arbitration serves not only as a collection of recently debated issues in investment law; it also deals with the underlying fundamental questions at the intersection of investment arbitration and international law. The book is the product of the 1st Bucerius Law Journal Conference on International Investment Law & Arbitration. It combines the current state of knowledge, new perspectives on the topic as well as practical issues and will be of interest to researchers, academics and practitioners in the fields of international investment law, international economic law, regulation and comparative law.

In a time of global banking and financial services, globalized money and capital markets, this is a study of German banking law and practice. The articles are designed to cover the subject and take a systematic approach. They are written by experts from authorities, banks and universities. The idea for the book was born in a conference on German and Chinese banking law, held in Beijing/China on October 6th-8th, 1997, and co-sponsored by the Law Centre for European and International Cooperation, Cologne, and the China University of Political Science and Law, Beijing. Inspired by this conference, the authors wrote their contributions in 1998 with due regard to the comparative and international legal perspective of the subject.

This book focuses on Fintech regulation in Asian, situating local developments in broader economic, regulatory and technological contexts. Over the last decade, Fintech - broadly defined as the use of new information technologies to help financial institutions and intermediaries compete in the marketplace - has disrupted the financial services sector. Like other 21st century technological developments, Fintech is a global phenomenon that plays out in local economic, political and regulatory contexts, and this dynamic interplay between global trends and local circumstances has created a complex and fast-changing landscape. Diverse stakeholders (most obviously incumbent financial service providers, tech start-ups and regulators) all pursue a competitive edge against a background of profound uncertainty about the future direction and possible effects of multiple emerging technologies. Compounding these difficulties are uncertainties surrounding regulatory responses. Policymakers often struggle to identify appropriate regulatory responses and increasingly turn to policy experimentation. Such issues add to the challenges for the various actors operating in the Fintech space. This situation is particularly fluid in Asia, since many jurisdictions are seeking to establish themselves as a regional hub for new financial services.

This book, first published in 1991, explores the complexities of the relationship between acts of Congress and nine major US corporations regarding employer-sponsored retirement plans. The study was designed to discover if and why corporate decision makers respond to the Congress tax incentives or the disincentives that affect the design of corporate income security plans for retirees.

Within the European Union, direct taxation is an area which often provokes controversy due to tensions between the tax sovereignty of the individual Member States and the desire for an integrated internal market. This book offers a critical review of the legislative and case-law developments in this area at the EU level, and reviews the European Commission's proposed solutions in light of their concerns regarding the proper functioning of the EU's internal market. Luca Cerioni set out a series of benchmarks determined from the objectives expressed by the European Commission, including: the elimination of double taxation and double non-taxation; the simplification of cross-border tax compliance; the reduction of abusive forum-shopping practices and general aggressive tax planning strategies; legal certainty for all businesses and individuals carrying on activities and receiving income in more than one EU Member State. Cerioni uses these benchmarks to ask which Directives and/or rulings have left legal uncertainty, and which have ended up creating or increasing the scope for aggressive tax planning. The book puts forward a comprehensive solution for a new optimal regime relating to tax residence, which would contribute to the EU project to the mutual benefit of Member States and taxpayers. As a thorough and critical discussion of EU tax rules in force, and of the European Court's case law in direct taxation, this book will be of great use to academic researchers and students of EU law, tax practitioners, and policy-makers at the EU and national level.

This short monograph examines the tense relationship between central bank independence and democratic legitimation, which has changed as the European Central Bank (ECB) has been entrusted with new tasks and faced unprecedented challenges. The financial and sovereign debt crisis, in particular, has affected the ECB's position within the Economic and Monetary Union without substantial changes in the Union's legal framework. However, the evolution of an institution primarily obligated to maintain price stability into an actor involved in sustaining financial stability, performing banking supervision and supporting economic policy raises the question of whether the high level of autonomy granted to the ECB is justified with regard to the principle of democracy that demands adequate accountability and control. This book identifies requirements for the democratic legitimation of central bank action in relation to specific tasks. Further, it analyses other scales of independence encountered in EU law in order to allow readers to gain a better conceptual understanding of central bank independence.

Perhaps the greatest long-term challenge facing modern economies is how to pay for the living expenses and care costs of the elderly. Following policy decisions made in Australia in the 1990s, a substantial part of the pension requirements of the next cohort of retirees will be met from savings accumulated during working years. The effective management of these savings is crucial. If they are invested wisely, the assets available to fund pensions and care will grow; if not, available funds may turn out to be insufficient. Unfortunately, there is considerable evidence worldwide that the management of funds attracts rent-seeking behaviour by the financial services industry which erodes much of the potential return. Australia introduced compulsory superannuation contributions for its working population in 1991, leading to a proliferation of funded schemes that are largely run by the private sector. Complexity, and many degrees of separation between fund members and those who manage their funds, have emerged as serious problems. Combined with weak competitive pressures and governance systems, and insufficient legal and regulatory constraints, the result is a system that does not serve its members well. This book provides a detailed evaluation of the Australian experience, highlights the extent to which the financial services industry has extracted rents from Australian pensioners, and how and why this occurred. Based on original empirical research, and examination of industry reviews and relevant literature, the book demonstrates the numerous principal-agent, conflict of interest and rent extraction problems that have emerged in Australia. The book makes suggestions for how these problems can be addressed in Australia, and also provides lessons for other countries wishing to enact pension reform.

Through a rational reconstruction of orthodox legal principles, and reference to cutting-edge neuro-science, this book reveals some startling truths about the criminal law, its history and the fundamental doctrines that underpin the attribution of criminal fault. While this has important implications for the criminal law generally, the focus of this work is the development of a theory of corporate criminality that accords with modern theory of group agency, itself informed by advancements in contemporary philosophy and social science. The innovation it proposes is the theoretical and practical means by which criminal fault can be attributed directly to the corporate actor, where liability cannot or should not be reduced to its individual members.

This text looks at rulemaking in one of the most important areas of economic life - financial services. The book has three main aims: first, to build a jurisprudential and linguistic analysis of rules and interpretation, drawing out the implication of these analyses and developing quality proposals for how rules could be used as instruments of regulation. Second, it interprets that analysis and set of proposals with an empirical study of the formation and use of rules in a particular regulatory system - financial services, and third, it evaluates the nature of the rulemaking process. The authors main case study, examining the use of self-regulation in the financial services sector, complements the detailed analysis of rule formation and uses.

Law and economics is the field of study devoted to understanding laws and legal institutions using the tools of economic theory. This growing subject has become a mainstream area of study in both law schools and economics departments and this book explores the "law and economics" approach to some of the most interesting questions, issues, and topics in law, order, and justice. Contemporary Issues in Law and Economics considers what economists call the "positive" analysis of the law - that is, using economic theory to explain the nature of the law as it actually exists. As part of this approach the author examines questions such as, what is the economic basis for the predominance of negligence rules in tort law? And, what is the explanation for the illegality of blackmail? Furthermore, another set of questions arises where the law seems to depart from the prescriptions of economic theory, and these issues are also examined in this volume. For example, the deeply rooted norm of proportionality between punishments and crimes, and the use of escalating penalties for repeat offenders, are both explored. With self-contained chapters written in a non-technical style, this book offers a rigorous discussion of the above themes while remaining accessible to those without formal legal or economic training. It offers the ideal introduction to the field of law and economics while also providing a basis for students in more advanced courses.

The work draws conclusions of the fourth conference in a series on the subject of "too big to fail", hosted by the Institute for Law and Finance at Goethe University, Frankfurt am Main on April 23, 2018. It presents the views of key European Union officials as well as senior executives from the financial sector on where Europe stands in this crucial area.

With an accessible style and clear structure, Miranda Stewart explains how taxation finances government in the twenty-first century, exploring tax law in its historical, economic, and social context. Today, democratic tax states face an array of challenges, including the changing nature of work, the digitalisation and globalisation of the economy, and rebuilding after the fiscal crisis of the COVID-19 pandemic. Stewart demonstrates the centrality of taxation for government budgets and explains key tax principles of equity, efficiency and administration. Presenting examples from a wide range of jurisdictions and international developments, Stewart shows how tax policy and law operate in our everyday lives, ranging from family and working life to taxing multinational enterprises in the global digital economy. Employing an interdisciplinary approach to the history and future of taxation law and policy, this is a valuable resource for legal scholars, practitioners and policy makers.

Over the last ten years mobile payment systems have revolutionised banking in some countries in Africa. In Kenya the introduction of M-Pesa, a new financial services model, has transformed the banking and financial services industry. Giving the unbanked majority access to the financial services market it has attracted over 18 million subscribers which is remarkable given that fewer than 4 million people in Kenya have bank accounts. This book addresses the legal and regulatory issues arising out of the introduction of M-Pesa in Kenya and its drive towards financial inclusion. It considers the interaction between regulation and technological innovation with a particular focus on the regulatory tools, institutional arrangements and government decisional processes through the examination as a whole of its regulatory capacity. This is done with a view to understanding the regulatory capacity of Kenya in addressing the vulnerabilities presented by technological innovation in the financial industry for consumers after financial inclusion. It also examines the way that mobile payments have been regulated by criticising the piecemeal approach that the Central Bank of Kenya has taken in addressing the legal and regulatory issues presented by mobile payments. The book argues there are significant gaps in the regulatory regime of mobile banking in Kenya.

As a result of resumption of sovereignty over Hong Kong and Macao as well as the uncertain relationship between the Mainland and Taiwan, China has become a country composed of peculiar political compounds, resulting in four independent jurisdictions. This makes inter-regional legal cooperation a complicated yet compelling topic. Divided into five parts, this book considers possible solutions to problems in China's inter-regional cross-border insolvency cooperation. These solutions are developed on the basis of two groups of comparative studies, including comparison among the cross-border insolvency systems of the four independent jurisdictions in China and comparison between EU Insolvency Regulation and the UNCITRAL Model Law. The author discusses the advantages and disadvantages of the two systems and presents original recommendations for the way forward. The book will be a valuable resource for academics and policy makers in insolvency law, Asian law and comparative law.

This book examines the contemporary production of economic value in today's financial economies. Much of the regulatory response to the global financial crisis has been based on the assumption that curbing the speculative 'excesses' of the financial sphere is a necessary and sufficient condition for restoring a healthy economic system, endowed with real values, as distinct from those produced by financial markets. How, though, can the 'intrinsic' value of goods and services produced in the sphere of the so-called real economy be disentangled from the 'artificial' value engineered within the financial sphere? Examining current projects of international legal regulation, this book questions the regulation of the financial sphere insofar as its excesses are juxtaposed to some notion of economic normality. Given the problem of neatly distinguishing these domains - and so, more generally, between economy and society, and production and social reproduction - it considers the limits of our current conceptualization of value production and measurement, with specific reference to arrangements in the areas of finance, trade and labour. Drawing on a range of innovative work in the social sciences, and attentive to the spatial and temporal connections that make the global economy, as well as the racial, gender and class articulations of the social reproductive field within it, it further asks: what alternative arrangements might be able to affect, and indeed alter, the value-making processes that underlie our current international regulatory framework?

Controlling Capital examines three pressing issues in financial market regulation: the contested status of public regulation, the emergence of 'culture' as a proposed modality of market governance, and the renewed ascendancy of private regulation. In the years immediately following the outbreak of crisis in financial markets, public regulation seemed almost to be attaining a position of command - the robustness and durability of which is explored here in respect of market conduct, European Union capital markets union, and US and EU competition policies. Subsequently there has been a softening of command and a return to public-private co-regulation, positioned within a narrative on culture. The potential and limits of culture as a regulatory resource are unpacked here in respect of occupational and organisational aspects, stakeholder connivance and wider political embeddedness. Lastly the book looks from both appreciative and critical perspectives at private regulation, through financial market associations, arbitration of disputes and, most controversially, market 'policing' by hedge funds. Bringing together a distinguished group of international experts, this book will be a key text for all those concerned with issues arising at the intersection of financial markets, law, culture and governance.

This book sails in uncharted waters. It takes a human rights-based approach to tax havens, and is a detailed analysis of structures and the laws that generate and support these. It makes plain the unscrupulous or merely indifferent ways in which, using tax havens, businesses and individuals systematically undermine and for all practical purposes eliminate access to remedies under international human rights law. It exposes as abusive of human rights a complex structural web of trusts, companies, partnerships, foundations, nominees and fiduciaries; secrecy, immunity and smoke screens. It also lays bare the cynical manipulation by tax havens of traditional legal forms and conventions, and the creation of entities so bizarre and chimeric that they defy classification. Yet from the perspective of the tax havens themselves, these are entirely legitimate; the product of duly enacted domestic laws. This book is not a work of investigative journalism in the style of the Pulitzer Prize-winning authors of The Panama Papers, exposing political or financial corruption, money laundering or the financing of terrorism. All those elements are present of course, but the focus is on international human rights and how tax havens do not merely facilitate but actively connive at their breach. The tax havens are compromising the international human rights legal continuum.