1. 1 Investments, Generic Contracts, Payments According to Volume I, contracts are one of the five generic legal tools used to manage cash flow, risk, agency relationships, and information. Many investments are therefore based on one or more contracts. Obviously, the firm should draft good contracts. Good drafting can ensure the same intended cash flow with reduced risk. Bad drafting can increase risk. This volume attempts to deconstruct contracts used by non-financial firms and analyse them from a cash flow, risk, agency, and information perspective. The starting point is a generic contract, i. e. a contract which does not belong to any particular contract type (Chapters 2-7). This volume will also focus on payment obligations. Payment obligations are characteristic of all financial instruments, and they can range from simple payment obligations in minor sales contracts and traditional lending contracts (Chapters 8- 11). 1. 2 Particular Contract Types A number of particular contract types have been discussed in the other volumes of this book. (1) A certain party's investment contract can be another party's fu- ing contract. Particular investment contracts will therefore be discussed in Volume III in the context of funding. (2) Many contracts are necessary in the context of business acquisitions discussed in Volume III. (3) Multi-party contracts are c- mon in corporate finance. The firm's contracts with two or more parties range from syndicated loans to central counterparties' contracts. Such contracts will be discussed both in Chapter 12 and Volume III.

Consideration of harmful short-termism in capital markets is prevalent amongst legal and business academics. It is also garnering increased attention in corporate board rooms and executive suites, and from the investing public. As a result, correcting perceived short-termism in capital markets has become a rationale for reform used by regulators across the globe. Despite the considerable attention given to this phenomenon, there has not yet been a comprehensive book analyzing the perceived short-termism problem, its sources and causes, and reform efforts undertaken to date. This book fills this gap by documenting the rise of the short-termism discussion, analyzing the significance of the problem, and considering the proposed legal remedies. Based on this analysis, a framework for effective short-termism reform is offered.

This book, from a top international group of scholars, explores the ways in which economic tools can be used to improve the quality of regulation in general and legislative tools in particular. As the role of law becomes increasingly important in China, the question arises of how effective regulatory and legislative tools can be developed to accompany the Chinese evolution towards a welfare state. China therefore provides a unique case study for scholars and policymakers interested in examining how regulation can play a role in promoting sustainable development. Economics and Regulation in China goes beyond traditional economic analysis of law by focusing specifically on the question of how economic tools can guide the quality of legislation. To this end, the book centres in on three areas: regulation as a tool of economic growth, competition policy and environmental policy. Not only are these three domains of great importance for China, but they are also relevant for a broad scholarship interested in the economic analysis of law. This volume contributes to discussions on how ex-ante evaluation of legislative proposals and ex-post analysis can increase the effectiveness and efficiency of regulation, using economic tools, offering insights that go beyond the particular case of China. The analysis offered by this book makes it an invaluable resource for academics and policymakers alike.

In the world's developing countries, foreign investment in natural resources brings into contact competing interests that are often characterised by unequal balances of negotiating power - from multinational corporations and host governments, through to the local people affected by the influx of foreign investment. The growing integration of the world economy has been accompanied by rapid and extensive developments in the national and international norms that regulate investment and its impact - including investment law, natural resource law and human rights law. These legal developments affect the 'shadow' that the law casts over the multiple negotiations that characterise international investment projects in the developing world. Drawing on international law, the national law of selected jurisdictions and the contracts concluded in a large investment project, Human Rights, Natural Resource and Investment Law in a Globalised World explores the ways in which the law protects the varied property rights that are at play in foreign investment projects in developing countries, with a focus on Africa. Through an integrated analysis of seemingly disparate fields of law, this book sheds new light on how the law mediates the competing interests that come into contact as a result of economic globalisation, whilst also providing new insights on the changing nature of state sovereignty and on the relationship between law and power in a globalised world. This book will be of interest to scholars, students and informed practitioners working in the fields of international investment and human rights law, comparative law, socio-legal studies, and development studies.

Regulation is often thought of as an activity that restricts behavior and prevents the occurrence of certain undesirable activities, but the influence of regulation can also be enabling or facilitative, as when a market could potentially be chaotic if uncontrolled. This Handbook provides a clear and authoritative discussion of the major trends and issues in regulation over the last thirty years, together with an outline of prospective developments. It brings together contributions from leading scholars from a range of disciplines and countries.
Each chapter offers a broad overview of key current issues and provides an analysis of different perspectives on those issues. Experiences in different jurisdictions and insights from various disciplines are drawn upon, and particular attention is paid to the challenges that are encountered when specific approaches are applied in practice. Contributors develop their own distinctive arguments relating to the central issues in regulation and apply scholarly rigour and clear writing to matters of high policy-relevance. The essays are original, accessible, and agenda-setting, and the Handbook will be essential reading both to students and researchers and to with regulatory and regulated professionals.
About the Series
Oxford Handbooks in Business & Management bring together the world's leading scholars on the subject to discuss current research and the latest thinking in a range of interrelated topics including Strategy, Organizational Behavior, Public Management, International Business, and many others. Containing completely new essays with extensive referencing to further reading and key ideas, the volumes, in hardback or paperback, serve as both a thorough introduction to a topic and a useful desk reference for scholars and advanced students alike.

Complementary to Theism and Cosmology, this book begins with a discussion of philosophical and theological idea-ism, and our common beliefs concerning nature, man, and God. It is principally concerned with idealism - the place of ideals in reality rather than with the place of ideas. It discusses personality, justice, value, morals and theism versus pantheism then ends with a discussion of the general relations between a cosmological theism and a theism whose primary interest is the conservation and the incarnation of what is good and fine.

This new edition of Corporate Insolvency Law builds on the unique and influential analytical framework established in previous editions - which outlines the values to be served by insolvency law and the need for it to further corporate as well as broader social ends. Examining insolvency law in the fast-evolving commercial world, the third edition covers the host of new laws, policies and practices that have emerged in response to the fresh corporate and financial environments of the post-2008 crisis era. This third edition includes a new chapter on the growing issue of cross border insolvency and deals with a host of recent developments, notably; the consolidation of the rescue culture in the UK, the rise of the pre-packaged administration, and the substantial replacement of administrative receivership with administration. Suitable for advanced undergraduate and graduate students, professionals and academics, Corporate Insolvency Law offers an organised basis for rising to the challenges of an ever-shifting area of the law.

"Wenn man eine Erkenntnis als Wissenschaft d- stellen will, so muss man zuvor das Untersch- dende, was sie mit keiner andern gemein hat, und was ihr also eigentumlich ist, genau bestimmen konnen; widrigenfalls die Grenzen aller Wiss- schaften in einander laufen, und keine derselben, ihrer Natur nach, grundlich abgehandelt werden 1 kann. " 1. 1 What Does Corporate Finance Law Mean? The law of corporate finance has been defined in a modern and more holistic way in this three-volume book. In this book, corporate finance law is studied from the perspective of the firm. Like modern commercial law in general, the law of cor- rate finance helps the firm to reach its legal objectives (management of cash flow and the exchange of goods, management of risk, management of agency relati- ships, and management of information). When trying to reach its legal objectives, the firm typically applies generic legal tools and practices (incorporation and choice of business form, contracts, regulation of internal processes through c- pliance and otherwise, typical ways to manage agency relationships, and typical ways to manage information problems) and takes into account legal rules that - long to different traditional fields of law (contract law, company law, banking law, 2 tax law, competition law, and so forth). In corporate finance law, these legal tools 1 Immanuel Kant, Prolegomena (1783), 1."

In recent years a number of global brands in the automotive, food, toy and consumer goods sectors have suffered following (badly handled) product recalls. Their brands have been damaged and they have suffered significant loss of revenue and market share. In an age when images of defective products spread around the globe in minutes, it is more important than ever for producers to be aware of their legal obligations when recalling products. It is also imperative that they have crisis management processes in place before a recall is initiated, if they are to avoid the common pitfalls. The possible criminal prosecution of directors who fail to meet their obligations adds intensity to the boardroom focus on this area. The often significant costs associated with recalls have led to the growth of insurance as a means of transferring the risk. Across jurisdictions, there are significant differences in the law and practice relating to product safety regulation, recall and liability. This is reflected in the different forms of insurance available for the range of exposures that can arise from products. Featuring chapters from Uria Menendez, Norton Rose and Minter Ellison, this first edition covers key issues that can arise in relation to product regulation, recall, liability and insurance coverage in a number of jurisdictions in Europe, North America, South America and Asia. Whether you are a director or risk manager of a producer, distributor or retailer of products, or a lawyer or insurance professional, this guide is an essential tool. It is unique in detailing the different recall obligations and underlying liability issues of companies in jurisdictions around the world, as well as analysing the different insurance covers available for the sector-specific range of product exposures.

Modern-day markets do not arise spontaneously or evolve naturally. Rather they are crafted by individuals, firms, and most of all, by governments. Thus "marketcraft" represents a core function of government comparable to statecraft and requires considerable artistry to govern markets effectively. Just as real-world statecraft can be masterful or muddled, so it is with marketcraft. In Marketcraft, Steven Vogel builds his argument upon the recognition that all markets are crafted then systematically explores the implications for analysis and policy. In modern societies, there is no such thing as a free market. Markets are institutions, and contemporary markets are all heavily regulated. The "free market revolution" that began in the 1980s did not see a deregulation of markets, but rather a re-regulation. Vogel looks at a wide range of policy issues to support this concept, focusing in particular on the US and Japan. He examines how the US, the "freest" market economy, is actually among the most heavily regulated advanced economies, while Japan's effort to liberalize its economy counterintuitively expanded the government's role in practice. Marketcraft demonstrates that market institutions need government to function, and in increasingly complex economies, governance itself must feature equally complex policy tools if it is to meet the task. In our era-and despite what anti-government ideologues contend-governmental officials, regardless of party affiliation, should be trained in marketcraft just as much as in statecraft.

Over the past decade in Europe, the number of companies with complex corporate and financing structures has increased to levels unseen at any time in history. While efforts have been made by the European Union and various jurisdictions to improve their restructuring and insolvency regimes, restructuring practitioners and their clients have had to extend the boundaries of what was supposed to be possible in order to restructure corporate groups' balance sheets in a manner that is reflective of value and that preserves the going concern. This publication brings together Europe's leading restructuring lawyers who were and remain instrumental in shaping the way that European restructurings are conducted and implemented today. Each chapter is a detailed case study, by key lawyers centrally involved, on leading restructurings including McCarthy & Stone, IMO Carwash, Monier, Countrywide, Truvo, Autodistribution, SGD, La Seda de Barcelona, Schoeller Arca Systems, Risanamento SpA, Almatis, WIND Hellas, European Directories and Rodenstock. This practical handbook represents an unprecedented record of the leading restructurings of the era by those involved and leads the reader through each in detail, unlike any other publication to date. It is an invaluable tool for restructuring and insolvency practitioners throughout Europe.

In this illuminating work, Ronald J. Mann offers readers a comprehensive study of bankruptcy cases in the Supreme Court of the United States. He provides detailed case studies based on the Justices' private papers on the most closely divided cases, statistical analysis of variation among the Justices in their votes for and against effective bankruptcy relief, and new information about the appearance in opinions of citations taken from party and amici briefs. By focusing on cases that have neither a clear answer under the statute nor important policy constraints, the book unveils the decision-making process of the Justices themselves - what they do when they are left to their own devices. It should be read by anyone interested not only in the jurisprudence of bankruptcy, but also in the inner workings of the Supreme Court.

This book examines how cloud-based services challenge the current application of antitrust and privacy laws in the EU and the US. The author looks at the elements of data centers, the way information is organized, and how antitrust, competition and privacy laws in the US and the EU regulate cloud-based services and their market practices. She discusses how platform interoperability can be a driver of incremental innovation and the consequences of not promoting radical innovation. She evaluates applications of predictive analysis based on big data as well as deriving privacy-invasive conduct. She looks at the way antitrust and privacy laws approach consumer protection and how lawmakers can reach more balanced outcomes by understanding the technical background of cloud-based services.

A team of scholars with backgrounds in criminology, sociology, economics, business, government regulation, and law examine the historical, social, and cultural causes of the 2008 economic crisis. Essays probe the workings of the toxic subprime loan industry, the role of external auditors, the consequences of Wall Street deregulation, the manipulations of alpha hedge fund managers, and the "Ponzi-like" culture of contemporary capitalism. They unravel modern finance's complex schematics and highlight their susceptibility to corruption, fraud, and outright racketeering. They examine the involvement of enablers, including accountants, lawyers, credit rating agencies, and regulatory workers, who failed to protect the public interest and enforce existing checks and balances. While the United States was "ground zero" of the meltdown, the financial crimes of other countries intensified the disaster. Internationally-focused essays consider bad practices in China and the European property markets and draw attention to the far-reaching consequences of transnational money laundering and tax evasion schemes. By approaching the 2008 crisis from the perspective of white collar criminology, contributors build a more general understanding of the collapse and crystallize the multiple human and institutional factors preventing capture of even the worst offenders.

The book is written for students of business economics and tax law. It focuses on investment and financing decisions in cross-border situations.

In particular, the book deals with: Legal structures of international company taxation, International double taxation, Source-based and residence-based income taxation, International investment and profit shifting, International corporate tax planning, International tax planning and European law, Harmonization of corporate taxation in the European Union, International tax planning and tax accounting.

International tax law is designed to avoid international double taxation and to combat international tax avoidance. Nevertheless, companies investing in foreign countries may suffer from international double taxation of profits. On the other hand, these companies may also be able to exploit an international tax rate differential by means of cross-border tax planning.

Ulrich Schreiber holds the chair of Business Administration and Business Taxation at the University of Mannheim. He serves as co-editor of Schmalenbachs Zeitschrift fur betriebswirtschaftliche Forschung (zfbf) and Schmalenbach Business Review (sbr) and is affiliated with the Centrefor European Economic Research (ZEW) as a research associate. Ulrich Schreiber is a member of the Academic Advisory Board of the Federal Ministry of Finance.

The U.S. corporate income tax - and in particular the double taxation of corporate income - has long been one of the most criticized and stubbornly persistent aspects of the federal revenue system. Unlike in most other industrialized countries, corporate income is taxed twice, first at the entity level and again at the shareholder level when distributed as a dividend. The conventional wisdom has been that this double taxation was part of the system's original design over a century ago and has survived despite withering opposition from business interests. In both cases, history tells another tale. Double taxation as we know it today did not appear until several decades after the corporate income tax was first adopted. Moreover, it was embraced by corporate representatives at the outset and in subsequent years businesses have been far more ambivalent about its existence than is popularly assumed. From Sword to Shield: The Transformation of the Corporate Income Tax, 1861 to Present is the first historical account of the evolution of the corporate income tax in America. Professor Steven A. Bank explains the origins of corporate income tax and the political, economic, and social forces that transformed it from a sword against evasion of the individual income tax to a shield against government and shareholder interference with the management of corporate funds.

Provides an overview of state and local taxation, the current and future outlook across the nation, the role of taxes in economic development, and tax administration. Analyzes and compares all types of state and local taxes-income (individual and corporate) sales (retail and wholesale taxes on food, medicine, gas, and electricity), excise and consumption (on motor fuel, tobacco, and alcoholic beverages and on food, lodging, amusements, parimutuels, and lotteries), property (on different types of property), and severance taxes (on timber and minerals). Examines the philosophy behind the different taxes, recent trends, and current and future policy options. Appendices describing policy analysis and evaluation and listing key sources of information about state and local taxes, many statistical exhibits, and selective bibliography further enhance this reference for undergraduate and graduate students, the general public, and for public administrators, economists, and political scientists.

This book brings together a landmark collection of essays on tax law and policy to celebrate the legacy of Professor Judith Freedman. It focuses on the four areas of taxation scholarship to which she made her most notable contributions: taxation of SMEs and individuals, tax avoidance, tax administration, and taxpayers' rights and procedures. Professor Freedman has been a major driving force behind the development of tax law and policy scholarship, not only in the UK, but worldwide. The strength and diversity of the contributors to this book highlight the breadth of Professor Freedman's impact within tax scholarship. The list encompasses some of the most renowned taxation experts worldwide; they include lawyers, economists, academics and practitioners, from Britain, Canada, Portugal, Australia, Germany, Italy, Malta, Ireland, and Ukraine.

State pensions are the largest item in the UK social security budget, costing GBP96.7 billion in 2017/18. In the same year, 45.6 million people were members of UK occupational pension schemes (out of a total population of 66.4 million) and the total amount saved into workplace schemes in 2018 was GBP90.4 billion. A consequence of the pensions sector's large size has been that pensions law and social security law have become increasingly specialised areas of practice. Yet despite their social and economic importance and the fascinating legal issues they generate, pensions have not been the subject of sustained academic attention. This book starts to fill this gap by initiating a dialogue between practitioners and scholars working on pensions law and policy, groups who have much to learn from one another.

Common markets, open borders, air traffic, and the internet have made it faster and less expensive to change places and jurisdictions. As a result, legal forums are increasingly treated as a good that is subject to the market mechanism. Individuals and corporations increasingly have free reign to choose which legal rules to apply to their company, their contract, their marriage, or their insolvency proceedings. States in turn grant these opportunities and respond to demand by competing with other suppliers of legal regimes. 'Regulatory competition' describes a dynamic in which states as producers of legal rules compete for the favour of mobile consumers of their legal products. This book focuses on the philosophical underpinnings, problems, and consequences of such regulatory competition. It argues that there is a mismatch between regulatory competition as a policy approach and the beliefs and commitments that shape our thinking about law and the state. It concludes that 'law markets' are potentially at odds with both our conception of the functions of legal rules and of key political ideals and principles such as democracy, state autonomy, and political authority.

This book offers an unprecedented and detailed comparative critique of Anglo-American corporate bankruptcy law. It challenges the standard characterisation that US law in the sphere of corporate bankruptcy is 'pro-debtor' and UK law is 'pro-creditor', and suggests that the traditional thesis is, at best, a potentially misleading over-simplification. Gerard McCormack offers the conclusion that there is functional convergence in practice, while acknowledging that corporate rescue, as distinct from business rescue, still plays a larger role in the US. The focus is on corporate restructurings with in-depth scrutiny of Chapter 11 of the US Bankruptcy Code and the UK Enterprise Act, and offers other comparative oversights. Integrating theoretical and practical insights, this book will be of great interest to academics and practitioners, and also to policymakers in the DTI, Insolvency Service and regulatory bodies.

Who enjoys statutory preferred creditor status? What justifications exist for jurisdictions to maintain statutes that favour 'priority' creditors over other creditors and contributories? This book examines preferential debts derived from specific legislative provisions applying to corporate insolvency. In exploring the concept of preferential treatment, Statutory Priorities in Corporate Insolvency Law includes chapters that provide a doctrinal, theoretical and historical analysis of who enjoys preferred creditor status. As well as examining the traditional major categories of priorities, this work also identifies potential new categories for priority status such as environmental clean-up costs, international creditors, tort claimants and consumers among other non-consensual creditors. While the study focuses on Australian corporate insolvency law, where appropriate, comparisons are made with other common law jurisdictions, particularly the UK, Canada, New Zealand and the US.

Understanding Securities Law and Regulation in Zambia contains commentary in and analysis of securities law in Zambia. The book examines the fiduciary duties of financial intermediaries, the legal and regulatory framework for collective investment schemes, takeovers, mergers and insider dealing. Understanding Securities Law and Regulation in Zambia is the first text to explain and analyse Zambian securities law and in addition, provides the reader with the statutes for ease of reference.

Consumer credit information systems are the tools used by the majority of lenders to manage credit risk, with lenders accessing credit reference databases managed by third party providers to evaluate a consumer's credit application. So far, the subject of consumer credit reporting has been left to the predominant attention of the economic and business management scholarship and little or no consideration has been paid by lawyers. This book aims to rectify this by examining the legal framework and compliance in the European Community (EC) of such consumer information sharing arrangements which have become increasingly integrated in the credit granting practices of the Member States. The book looks at the laws which surround and affect consumer credit reporting, including bank secrecy obligations. Consumer credit reporting and its relationship to human rights is also explored, as every individual is in the EC is entitled to informational privacy. The book asks questions such as to what extent should the privacy of consumers be balanced against the aims and functions of consumer credit reporting, and how do the financial information sharing arrangements comply with the positive law, particularly the European data protection legislation?