This exciting volume draws together the views of some of the most eminent figures in corporate law and finance regarding the law on fixed and floating charges. The focus for the book is the litigation in the case of Spectrum Plus, which culminated in a House of Lords judgment in June 2005 ([2005] UKHL 41). This decision has important commercial implications, not only for the parties in the case but also for the business community at large, including banks and other lenders, and practitioners in corporate finance and insolvency. The litigation also raises important juristic questions regarding the fixed/floating charge divide such as the theoretical basis for that divide, how the divide is determined, why it exists at all and whether it ought to be maintained as a coherent doctrine and a beneficial policy. The decision also has important ramifications in both security law and insolvency law and it provides a challenge to some of our most basic conceptions of freedom of contract and the assignability of rights and assets in law and equity. These issues, amongst others, are explored by the contributors to this book. The contributors include Gabriel Moss, who was one of the QCs involved in the Spectrum litigation, Sir Roy Goode, Michael Bridge, John Armour, Robert Stevens, Sarah Worthington, Julian Franks and Oren Sussman, Jenny Payne and Louise Gullifer, Philip Wood, Joshua Getzler, Look Chan Ho, and Nicholas Frome and Kate Gibbons.

This volume examines the circumstances in which a shareholder can bring an action on behalf of a company (a derivative action), exploring how this remedy may be used to ensure good corporate governance, and laying out a theoretical framework and practical guidance for future development of the law. Derivative actions are an important aspect of the continuing debate about corporate governance in the UK, the US and many other jurisdictions worldwide. This book offers a conceptually inclusive approach to thinking about derivative actions by providing a detailed and clear overview, commentary, and a theoretical explanation of the law governing derivative actions in the corporate governance context. Reisberg provides a fundamental reassessment of the nature and objectives of the derivative action, and conceptualizes a new model of the derivative action mechanism. He argues that action should be taken in three areas: (1) conceptual (adoption of a new framework- the 'Functional and Focused Model' set out in the book) (2) strategic (employment of appropriate incentives and fee rules which advance the premises behind the Model) (3) maintaining doctrinal consistency (clarification of the interaction between the derivative action and other remedies available to shareholders) This book offers practical guidance on solving current problems in many jurisdictions based on case law, and on substantive legal, economic, and comparative research. It also provides a comprehensive and detailed analysis and commentary on the regime governing derivative actions under Part 11 of the Companies Act 2006 in the UK.

Covering the most important areas of the subject, such as financial crises, the nature of the banking firm and issues in bank regulation, Economics of Financial Law is a comprehensive collection of the papers that have shaped the field of financial law. This original research review by editor Professor Geoffrey Miller provides a thorough and authoritative examination of the material and will prove to be an invaluable resource for academics and practitioners alike.

The global financial crisis highlighted the corrosive effects of unethical behaviour within the banking industry. This edited collection focuses on the role that ethics, as well as the law, can play to prevent such behaviour from reoccurring. It also examines the effectiveness of newly introduced regulations and supervisory actions in fostering ethical conduct with the aim of realigning the interests of financiers with those of society as a whole. Featuring contributions from authors in academia, central banks, and professional practice, this Research Handbook presents a comprehensive assessment of law, regulation and professional and market standards in the financial industry. The chapters discuss the philosophical foundations of ethics in financial law, the existence of a social licence to operate and how to nudge banks to be more inclusive. They also critically evaluate some of the key topics in the debate, including fiduciary duties and enforcement measures. The Research Handbook will be of great interest to academics, policy makers and practitioners in financial law and banking law, as well as legal ethics. Those working within the financial industry with an interest in corporate conduct and culture, will find the Handbook to be an invaluable source of information.

The spate of mis-selling episodes that have plagued the financial services industries in recent years has caused widespread detriment to investors. Notwithstanding numerous regulatory interventions, curtailing the incidence of poor investment advice remains a challenge for regulators, particularly because these measures are taken in a 'fire-fighting' fashion without adequate consideration being given to the root causes of mis-selling. Against this backdrop, this book focuses on the sale of complex investment products to corporate retail investors by drawing upon the widespread mis-selling of interest rate hedging products (IRHP) in the UK and beyond. It brings to the fore the relatively understudied field concerning the different degrees of investor protection mechanisms applicable to individual retail investors - as opposed to corporate retail investors - by taking stock of past regulatory reforms and forthcoming regulatory initiatives as well as, more importantly, the conclusions reached by the judiciary in IRHP mis-selling claims. The conclusions are particularly interesting: corporate retail investors are in a vulnerable position when compared to individual retail investors. The former are exposed to a heightened risk of mis-selling, meaning that regulatory intervention should be targeted accordingly. The recommendations made as a result of these findings are further supported by insights emerging from behavioural law and economic theories. This book is aimed at researchers, lawyers and students with an interest in the financial regulation field who are keen to explore potential regulatory reforms to the investment services regime that address the root causes of mis-selling, and restore a level playing field amongst all retail investors.

The book presents a collective action perspective to explain how extraterritoriality functions and assess when, and to what extent, extraterritoriality is effective. A collective action perspective provides a new account of foreign anti-bribery laws and their extraterritorial enforcement that draws on theories discussed in the field of economic governance. Within this framework, the book offers an intensive analysis of US foreign anti-bribery law such as the Foreign Corrupt Practices Act (FCPA), international law as it emanates from the OECD Anti-Bribery Convention, and comparative insights into UK law and German law. To test the theory in practice, the book provides a unique data set of more than 40 foreign anti-bribery enforcement actions conducted by the US Department of Justice (DOJ) and the Securities and Exchange Commission (SEC), and other examples from comparative jurisdictions. Extraterritoriality and International Bribery is ideal reading for academics and students with an interest in global governance, economic crime, criminology, and law and economics, as well as practitioners concerned with foreign anti-bribery enforcement, including compliance officers, lawyers, investigating and prosecuting authorities, and business leaders. The book also discusses governance alternatives existing outside international anti-bribery law and offers policy and legal reforms proposals. The book suggests a decentralized enforcement model with the delegation of some enforcement tasks to an external body as the most appropriate governance alternative.

This monograph explores the historical position of pensions law in the UK and the recent influences which have led to the introduction of Auto-Enrolment and subsequent reforms. Alternative models, such as the US and Australia, are also considered as well as the function of law in bringing about political changes. The question of saving for retirement is of national and international importance and many governments are wrestling with the issue of how to deal with the pension funding crisis. Consequently political policy has, in many cases, combined with behavioural science to inform new laws which have acted to shift the burden from the state into the private sector. Around the world responsibility is being moved onto individuals and employers as the state retreats from provision of state support in retirement; this book offers a sophisticated analysis of the role of legal intervention to facilitate this shift. The book explores the work of behavioural economics, its global influence on understanding financial decision-making and its application to legislation which seeks to influence consumer outcomes. Drawing on qualitative empirical research to explore the experience of implementation of Auto-Enrolment, this timely work considers the interaction with the work of behavioural science to highlight the social costs of the new regulatory regime.

The fields of insurance law and insurance economics have long and distinguished scholarly histories, but participants in the two disciplines have not always communicated well across academic silos. This Handbook encourages more policy-relevant insurance economics scholarship and more economically sophisticated legal scholarship by bringing together original contributions from leading scholars in both fields. The benefits of this inter-disciplinary approach are introduced and illustrated in four comprehensive sections: - Why and how do individuals purchase insurance? - The role of the state in insurance markets - The regulation of insurance - Insurance law in the courts. Overall, this Handbook synthesizes the insights of insurance economics with the flourishing body of economically oriented research in insurance law. As well as providing a new approach for scholars, the Handbook will prove a useful reference for insurance lawyers and insurance regulators owing to its policy relevant, practical approach. Contributors: K.S. Abraham, D. Asmat, R. Avraham, T. Baker, E.F. Brown, P.-A. Chiappori, M.F. Grace, S.E. Harrington, D. Jaffee, R.W. Klein, H.C. Kunreuther, J. Kwak, K.D. Logue, J.A. Nyman, M.V. Pauly, D. Schwarcz, P. Siegelman, C. Silver, R. Squire, S. Tennyson

The Asian Financial Crisis dramatically illustrated the vulnerability of financial markets in emerging, transitional, and advanced economies. In response, international organizations insisted that legal reforms could help protect markets from financial breakdowns. Sitting at the nexus between the legal system and the market, corporate bankruptcy law ensures that the casualties of capitalism are treated in an orderly way.
Halliday and Carruthers show how global actors--including the IMF, World Bank, UN, and international professional associations--developed comprehensive norms for corporate bankruptcy laws and how national policymakers responded in turn. Drawing on extensive fieldwork in China, Indonesia and Korea, the authors reveal how national policymakers contested and negotiated domestic laws in the context of global pressures. The first study of its kind, this book offers a theory of legal change to explain why global/local tensions produce implementation gaps. Through its analysis of globalization, this book has lessons for international organizations and developing and transition economies the world over.

Many common law countries inherited British income tax rules. Whether the inheritance was direct or indirect, the rationale and origins of some of the central rules seem almost lost in history. Commonly, they are simply explained as being of British origin without more, but even in Britain the origins of some of these rules are less than clear. This book traces the roots of the income tax and its precursors in Britain and in its former colonies to 1820. Harris focuses on four issues that are central to common law income taxes and which are of particular current relevance: the capital/revenue distinction, the taxation of corporations, taxation on both a source and residence basis, and the schedular approach to taxation. He uses an historical perspective to make observations about the future direction of income tax in the modern world. Volume II will cover the period 1820 to 2000.

In the last two decades the Tokyo Stock Exchange implemented several important reforms in regulations, market trading mechanisms, and IT trading systems. In this book we analyze the impact of the evolution of the Tokyo Stock Exchange (TSE), at the same time discussing reforms in stock trading by related accounting standards and legal regulations. With daily stock return and market microstructure data, we analyze how these reforms have significantly influenced the pricing structure and price discovery process of traded stocks, as well as the trading style of institutional investors, individual investors, and high frequency traders. The research methodology we employ is primarily standard market microstructure tests as well as methods used in conventional empirical financial economics. We simultaneously use the most relevant concepts in these fields for our empirical tests and provide a comprehensive picture of trading, price discovery, pricing structure, and public vs. private information dissemination.

Sustainable development remains a high priority in international politics and commerce. This timely book explores how the contours and facets of economic, environmental and social sustainability are reflected in the legal norms that govern trade, investment and finance. Examining a range of issues arising from private initiatives, national conduct and international organisations, the chapters interrogate the role of powerful global actors in the pursuit of sustainable development: China, the United States and the EU are all recognised as significant actors in a wider context of global partnership. The authors identify and investigate challenges to the realisation of a coherent sustainable development policy, engaging with the complex interactions of international, regional and national mechanisms that pose significant problems for the future of the planet, its people and their prosperity. Offering interdisciplinary insights on legal frameworks through the lens of sustainability, this discerning book will appeal to a range of academics interested in sustainability, trade, investment and finance, while also offering crucial insights for policy-makers into specific areas of regulation.

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

A practical, informative guide to banks' major weakness Legal Data for Banking defines the legal data domain in the context of financial institutions, and describes how banks can leverage these assets to optimise business lines and effectively manage risk. Legal data is at the heart of post-2009 regulatory reform, and practitioners need to deepen their grasp of legal data management in order to remain compliant with new rules focusing on transparency in trade and risk reporting. This book provides essential information for IT, project management and data governance leaders, with detailed discussion of current and best practices. Many banks are experiencing recurrent pain points related to legal data management issues, so clear explanations of the required processes, systems and strategic governance provide immediately-relevant relief. The recent financial crisis following the collapse of major banks had roots in poor risk data management, and the regulators' unawareness of accumulated systemic risk stemming from contractual obligations between firms. To avoid repeating history, today's banks must be proactive in legal data management; this book provides the critical knowledge practitioners need to put the necessary systems and practices in place. Learn how current legal data management practices are hurting banks Understand the systems, structures and strategies required to manage risk and optimise business lines Delve into the regulations surrounding risk aggregation, netting, collateral enforceability and more Gain practical insight on legal data technology, systems and migration The legal contracts between firms contain significant obligations that underpin the financial markets; failing to recognise these terms as valuable data assets means increased risk exposure and untapped business lines. Legal Data for Banking provides critical information for the banking industry, with actionable guidance for implementation.

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.

Exchanges play an essential and central role in the world's economy. They epitomize transparency in the price-formation process, informing investors and disseminating vital information for the functioning of financial markets, and in so doing they represent an important source of capital for nascent and established companies alike. Even during the recent crisis, exchanges remained open and liquid in the face of extreme volatility-thus the trust investors place in regulated exchanges when confronted with uncertainty is beyond doubt.
Since the inception of the World Federation of Exchanges in the 1960s, the operational and competitive landscape for organized exchanges has changed radically. Technology and globalization have allowed financial flows to move freely across borders, and burgeoning competition and lower regulatory barriers have spurred far-reaching transformations in the way securities are traded.
Against this background, and on the occasion of the 50th anniversary of the World Federation of Exchanges, the WFE has partnered with Larry Harris and the Centre for European Policy Studies to produce a definitive volume of essays to take a look at the historic role exchanges have played in the global economy, highlighting pivotal innovations that shaped this role, and to lay out prospective ways in which exchanges will continue to shape the global economy in the future. Opening with key conceptual essays by leading academics, Regulated Exchanges examines the historical contribution of exchanges to the world's economic growth, exchanges' economic importance, and the regulatory characteristics of the space in which exchanges operate. The volume then presents essays on several defining milestones in the history of exchanges written by leading figures that took part in that very history, showing the interaction between the founding of exchanges, local cultures, and world financial markets. The book appropriately closes with a look forward, examining the competitive landscape and the exciting and promising future of regulated exchanges.
Offering an unparalleled collection of perspectives from leading academics and practitioners involved in the history of exchanges, Regulated Exchanges sheds a brilliant and welcome light on how exchanges have influenced and fostered successful financial markets, and how they will do so for many years to come.

This volume analyses corporate insolvency law as a coherent whole, stemming from common fundamental principles and amenable to being justified or criticised on that basis. The author explains why consistency of principle must be sought and how it might be found in the relevant statutory and case law. He then constructs an egalitarian theory for the analysis of corporate insolvency law, based on the premise that all the parties affected by this law are to be treated as equals. He argues that this theory can reconcile the dictates of fairness with the demands of economic efficiency. The theory is employed to analyse some of the most important aspects of insolvency law. Why should the individualistic method of enforcing claims against solvent companies give way to a collective method during insolvency? Why are there different formal mechanisms for dealing with troubled companies? What role does the pari passu principle play in the distribution of an insolvent company s assets? The controversial issues of whether and when secured creditors should be accorded priority over others receive detailed consideration. The functional role of the floating charge and its relationship with receivership are also analysed in this context. The many questions relating to the operation of the new administration procedure introduced by the Enterprise Act 2002 are considered in the light of principle. The book also analyses the role of the wrongful trading provisions. It examines, finally, why insolvency law objects to certain transactions at an undervalue and those having a preferential effect. This volume aims to enhance understanding of this important branch of the law, and to suggest principled solutions to problems which have not yet received judicial attention.

The OECD's guidance on combatting tax avoidance strategies associated with Base Erosion and Profit Sharing (BEPS) methods is complex and accompanied by a wealth of literature. This book is the first to provide a concise and accessible overview of counter BEPS measures in the OECD Model and Commentary, allowing readers to gain a practical understanding of how the measures can impact the taxation of bilateral investments protected by tax treaties. Key features include: Practical analysis of tax treaties from the perspective of the country which is the destination of foreign investment Chapters that explore specific aspects of doing business in a destination country which employs the measures set out in the OECD Model and Commentary Explanation of how BEPS treaty rules affect a range of corporate tax strategies including: permanent establishment, use of corporate vehicles and intra-group transactions Information on administrative matters associated with BEPS, focusing on dispute settlement and cooperation in enforcement. Providing a succinct and practical approach to the topic, this book will be an insightful resource for those practising in the field of international taxation as well as corporate in-house counsel. Researchers and students seeking clear information on BEPS and its real world application affecting tax treaties will also benefit from this concise guide.

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 book provides a definition and classification for Sovereign Wealth Funds (SWFs) and discusses its phenomenon within the law context. It identifies the rules applicable to SWFs and to states hosting SWFs' investments. In eight extensive chapters, Fabio Bassan considers whether SWFs may enjoy immunity with respect to host state measures, and whether SWFs can use alternative forms of protection in Bilateral Investment Treaties. Written from an international law perspective, The Law of Sovereign Wealth Funds will appeal to students of international business, international organisations, banks and governments.

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.

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.

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.