This fascinating book examines and offers critical comments on the new 'significant market power'-regime, as put into place by the 2003 European regulatory framework on electronic communications networks and services. An overview of this regime, its characteristics, guiding principles, and procedures is provided, using the mobile sector as a case study. The authors give a clear and comprehensive presentation of the new SMP-procedure that may lead to the imposition of remedies on undertakings with significant market power. The book also contains an analysis of all available European Commission comments on the notifications of draft measures by national regulatory authorities, for mobile as well as other markets. Addressing pressing issues, in view of the implementation of the new regulatory framework, this book is a useful working instrument for everyone who is active in the electronic communications sector including practicing lawyers, firms in the electronic communications sector, regulatory authorities, academics and policymakers throughout Europe.

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.

The 2008 UNCITRAL Convention commonly known as the Rotterdam Rules promises to achieve the hitherto elusive goal of a legal unification of international transport contracts. Its innovative set of rules accommodates such modern trade practices as those treating the carriage of goods by sea as part of wider door-to-door commercial transport operations and those relying on electronic commerce. It closes many gaps in the existing international transport regime, thoroughly specifying the relation of transport documents to the rights and obligations between exporters and importers of goods, and clarifying the interests of credit and insurance in contracts of carriage. This remarkable book, which will examine the Rotterdam Rules in depth, is edited and written by international lawyers intimately familiar with the negotiations leading to the Convention in finished form. It proceeds by a detailed analysis of each of the Convention's 18 chapters in turn, in a clause-by-clause manner, drawing attention to interlinking implications throughout the document. The book's lucid insights and guidance are especially valuable in showing exactly how the Rules improve the existing international transport regime through its clearer and more complete regulation of such elements as the following: allocation of burden of proof; evidentiary value of transport documents and electronic records, including non-negotiable documents and records; freedom of contract in respect of volume contracts; continuous character of the obligation of seaworthiness; limits of liability; rights during transit; recovery of loss of and damage to goods caused by accidents of navigation; and, jurisdiction and arbitration. It also includes: role of subcontracted carriers both on sea and inland; role of warehouses, transport terminals and stevedoring companies; risks and contract practices of lenders; interests of freight forwarders, cargo insurers and liability insurers; and, prevention of maritime fraud. The authors provide a crystal-clear picture that allows the reader to appreciate the balanced way in which the interests of the various stakeholders are addressed by the Rules - the greater legal certainty for each party's legal position, the freedom to extend the Rules by contract to the whole transport operation, the clear legal basis for the use of electronic transport records, and the flexibility with which the Rules have left room for evolving trade practices. It will be of immeasurable value to practitioners and all parties interested in understanding how the new Convention operates and how the provisions are intended to be applied after the Convention comes into force.

This reference work examines the procedure and practice relating to commercial agreements and trade association practices under UK and EC competition laws. It first covers procedure in both the UK and EC, and then provides a detailed comparative analysis of all the major types of commercial agreements and trade association practices in both UK and EC law. Since much of competition law is, in practice, administered by administrative rather than judicial bodies, full treatment is given to the informal administrative solutions applied by the authorities. However, as an increasing amount of competition law is subject to litigation, there is also in-depth analysis of all the major cases. There is also a full discussion of the EC block exemptions and recent developments in UK competition law.

Providing a desk reference for lawyers and others involved from time to time in the issuance or sale of securities outside their own national jurisdiction, this handbook presents briefly, in uniform summary form, the key elements of securities law and regulations in 20 national jurisdictions and seven US state jurisdictions. It aims to enable a foreign lawyer to gain a general understanding of the legal environment affecting securities, to perceive the types of questions which need to be addressed, to talk intelligently with his or her clients concerning these questions and the need for foreign legal advice and assistance, and to interact effectively with foreign counsel.

In the wake of the Asian financial crisis that erupted in 1997, an intense scrutiny of the principles and standards of the world's financial system was inevitable. This book presents the insight and practical proposals of 25 experts, including economists, lawyers, bankers, academics and officials from international financial institutions. The contributions offered here were originally presented at a series of conferences sponsored in 1999 and 2000 by the Asian Institute of International Financial Law of the University of Hong Kong in collaboration with leading law faculties from five continents. The issues confronted in this book include the following: reform of domestic securities regulation; investment insurance and risk management; the role of pension funds; accounting standards; financing real estate and construction projects; global competitiveness in the financial sector; responsibility of private lenders; effective anti-money laundering measures; protection of emerging market economies; corporate governance; and institutional investors.

The book presents contributions from Brazilian experts on the regulation of different energy sources. Focusing on describing and discussing the fundamental issues related to the legal regulation of each of the sources that compose Brazil's energy matrix, it also analyzes economic and strategic aspects and identifies the main current problems related to the exploration for and production of each energy source. The book offers a clear and detailed overview of energy law and regulation for policymakers, foreign investors and legal professionals dealing with energy projects in Brazil.

This unique book covers all aspects of operating and maintaining a tax exempt organization, within federal and state laws, from creation to dissolution. It begins by defining the various functions of organizers; the types of organizations, including unincorporated associations, charitable trusts, foundations, and nonprofit corporations; and the duties and liabilities imposed by the law on such organizations. The author shows how to determine if the goals and purposes of the organization fit into the statutory scheme for obtaining tax exempt status and helps the reader to decide which type of organization will best suit his or her needs. He points out the advantages and disadvantages, the legal effect, and the requirements of each. Finally, he explains how to terminate a tax exempt organization and the consequences of termination.

This book is a comparative study of international practices in bankruptcy law, providing perspectives from a variety of specialisms including practitioners, lawyers, bankers, accountants and judges from the United Arab Emirates, the UK and Singapore.

How an economy handles financial and business distress has a major impact on confidence in business, the availability of investment, the cost of credit, and economic growth. The financial crisis of 2007-2008 and its aftermath was a catalyst to legal reform in the field of bankruptcy and restructuring law and brought an added focus to the systemic threat of bank failure to the financial system. This book explores the general principles and practice of legal reform within bankruptcy. From a variety of specialists including practitioners, lawyers, bankers, accountants and judges from the United Arab Emirates, the UK and Singapore, it provides a variety of perspectives on the topic. Chapters include topics such as the 'Four Pillars of Regulatory Framework', the history and application of the UNCITRAL Model Law on Cross-Border Insolvency, the challenges for financial institutions and the treatment of the insolvency of natural persons. The book also offers a comparative study of Islamic Shari'ah principles with modern bankruptcy regimes, an analysis of bankruptcy in the UAE and an evaluation of the legal infrastructure of the DIFC Courts. The authors explore core questions surrounding bankruptcy law, including its ability to facilitate the turnaround of business, to enable efficient reallocation of capital, to provide coherent rules for entrepreneurs, investors, employees, and creditors, and to provide for both appropriate sanctions and for rehabilitation. ?

This book explores the pressing topic of dark trading. Following new EU legislation regulating financial markets (MiFID II and MiFIR), it traces the development of off-market securities trading ("dark trading"), analyzes economic studies of this development, and positions the resulting regulatory framework of the EU over against that of the US. The study closes with proposals for reform that provide new impetus for further academic discussion.

The European Commission's review of its approach to abuse of dominance under Article 82 of the EC Treaty has been stimulating debate for several years. In July 2005, the Commission published its consultation paper 'An economic approach to Article 82, ' in which the Economic Advisory Group for Competition Policy (EAGCP) questioned the merits of the traditional formalistic approach to Article 82 EC cases. This paper advocated an effects-based approach focused on competitive harm. Then the Commission published its 'Discussion Paper on the application of Article 82 of the Treaty to exclusionary abuses' (the 'Discussion Paper'). This eagerly awaited document, although more restrictive in nature than the 'EAGCP Paper, ' has been viewed by many as a first practical step toward a more economic approach to Article 82 EC. The debate over the scope and analysis of Article 82 EC has raised important questions as to its past and present application. This collection of essays by international experts explores the boundaries of Article 82 EC and considers recent developments in its application. The first four chapters look at the economics, law, and enforceability of the proposed reform. Chapters five and six consider the interaction between competition law and intellectual property rights. The seventh chapter considers the provision of remedies in cases of refusal to supply and the eighth chapter explores the other side of the abuse story, namely exploitative practices, focusing on the treatment of excessive price

With the growth in financial activity in and between the People's Republic of China, the Republic of China or Taiwan and the Hong Kong Special Administrative Region, an understanding of the development and status of financial law and regulation in the Chinese Economic Circle is increasingly important. This book provides an overview of the most significant areas of financial regulation in the Greater China Area, bringing together expert essays on banking, insurance, securities and general financial law in the PRC, banking and insurance in Taiwan, and financial law in Hong Kong. This work collects in a single volume, the significant history and development of financial law within the Greater China Area, providing an insight into the development and relationship of these three diverse but inter-related financial systems.

This collection of essays is dedicated to Brian Harvey,the retired Professor of Property Law at the University of Birmingham. The contributions reflect his eclectic interests and bring new insights to issues of property law, both real and personal, consumer protection, auction sales and tax. Historical, human rights, public law, European Community and international aspects are addressed in addition to persistent domestic conveyancing concerns. Contributors: Peter Cook, David Feldman, Jonathan Harris, Tim Kaye, Jeremy McBride, Frank Meisel, Norman Palmer, Deborah Parry, David Salter, Carla Shapreau, John Stevens, Mark Thompson, Nick Wikeley and John Wylie.

Once Brazil came to a clear awareness of its prodigious global economic power a few short years ago, the government quickly undertook a number of sweeping procedural reforms in its competition system that not only made the Brazilian antitrust enforcement authority a model for newer competition agencies worldwide but also fuelled the propulsion of Brazil to an unprecedented level of trading activity. Now, this thorough and informative volume describes and analyses, from a practitioner's point of view, the procedural details and economic underpinnings of this remarkable new antitrust regime. With close attention to US and EU comparisons, as well as to the world institutions that incorporate an antitrust dimension, the authors' in-depth coverage encompasses such aspects as the following: regional and global competition cooperation agreements; Brazilian antitrust methodology of analysis (for mergers and behaviours controls); procedures, agreements, and statistics on merger control (concentration acts); veto (full rejection), partial clearance (remedies), preliminary clearance all under a case law approach; definition of "economic group" and the challenge of private equity funds; anticompetitive behaviours, boundaries, liabilities, trends; collaboration among competitiors: safe harbours and risky areas; Brazilian leniency policy, statistics, updated rules; settlement agreements on Brazilian competition regime (mergers and investigations); penalties for violations either in mergers or conducts controls; judicial review or challenge of agency decisions: how CADE is succeeding in Courts; private damages in Brazil: evolving trend to be considered in risk analysis; competition and intellectual property: general rules, main cases and safety zones.

This book encapsulates in detail the principles pertaining to legal and regulatory aspects of aerodromes. As the title denotes, it discusses the various aspects of the structure and functioning of an aerodrome and the complexities involved. It focuses on the law and regulation of aerodrome certification and planning, aerodrome services, financial and economic planning, security, management and governance.

The airport industry is one of the fastest growing within the aviation industry, requiring innovation and creativity in management. This in turn has called for an increased focus on advanced management programmes for airport managers and lawyers. The Airport Management Professional Accreditation Programme (AMPAP) offered worldwide by the International Civil Aviation Organization and Airports Council International, and the Angkasa Pura II Airport Management Excellence Programme of Indonesia are two such initiatives which give airport professionals a sound grounding on the principles and techniques of management and law.

Shareholders Agreements have a growing influence on the general understanding of corporate law since they bind not only the shareholders but also affect the constitution of the corporation and can have a severe impact on capital markets. Therefore, Shareholders Agreements are more and more subject to regulation in corporate, capital market and also insolvency law on the national, the European and the international level. This handbook provides a general examination of conceptual questions of Shareholders Agreements and provides an analysis of the regulation of Shareholders Agreements in European and international law and of the national law of more than 20 jurisdictions. Readers will get a general understanding of the theoretical and practical problems involved with Shareholders Agreements and detailed information on the regulation of Shareholders Agreements in several jurisdictions and the applicable law in the case of transnational corporations and cross-border transactions.

In many respects cyberspace has created a new world. The online phenomena encompass social, cultural, economic, and legal facets. Exceeding the present Internet Governance concept the book analyses the normative foundations and guiding principles of a global cyberspace regime that includes the exchange of people, businesses, governments, and other entities. Based on this assessment and philosophical theories the book attempts to outline a model for a general legal framework enshrining key principles of civil society (such as human rights, ethics). The proposed global framework, not in the form of a multilateral treaty but a morally convincing declaration, could then be complemented by additional polycentric regulations with binding effect, developed on the basis of multistakeholder participation in a multi-layer concept.

This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition.Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects.The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis.The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law.The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French.

The theoretical basis of commercial law, corporate governance law, and corporate law is still unsatisfactory. There essentially is no theory of commercial law, and existing theories of corporate governance and corporate law cannot explain the behaviour of firms or the contents of existing regulation. This book proposes a coordinated solution for all three areas. The starting point is that all three areas deal with the organisation of firms. Commercial law, corporate governance, and corporate law are therefore studied from the perspective of the firm rather than that of the judge or the investor. Changing the perspective makes it easier to formulate an "umbrella" theory of commercial law, and theories of corporate governance and corporate law as applications of the main theory. The book provides examples of how the proposed theories work by studying legal corporate governance tools and practices that increase the sustainability of the firm. Sustainability can be bolstered by making the governance model more self-enforcing and ensuring that it fosters innovation.

This edition has been reviewed and updated, including the relevant general provisions of the civil code, and also incorporates the 1985 revisions to the law regarding Stiftungen (foundations). There is an overall emphasis on US legal terminology, although in a few instances references to English (UK) parlance is maintained for comparative purposes. The updating of the text was prompted by the revision of the Aktienrecht (share law), which became effective in 1992. The relevant sections of the Code (Arts. 620 to 763) have been fully re-translated, incorporating the revisions, together with selected relevant new provisions from other related laws. There is also an in-depth translation addressing current issues, including, besides the substance of the revision code, comparative aspects of both the laws of the European Union and the United States, including accounting rules. The charts and tables are also revised for this edition, including the 'synoptic tables'.

This book addresses emerging legal and economic issues in competition and investment in air transport, against the backdrop of the role governments and airlines should play in avoiding protectionism and encouraging innovation and creativity. It evaluates current trends in air transport and the direction the industry is taking in the twenty first century. There are discussions on key aspects of air transport, such as safety assurance and environmental protection, as they are impacted by competition. The rapid evolution of aerospace transport and its effect on competition in air transport is also examined. A recurring theme of the book is the influence of creative destruction and disruptive innovation on air transport. This is addressed through an in-depth study of the contentious areas of law relating to the abuse of dominant positions and state aid, as reflected in the ongoing claim by the three largest US carriers against Gulf carriers such as Emirates Airlines, Etihad and Qatar Airways. The US carriers claim that Emirates and Etihad - which operate air services into the United States by virtue of an open-skies agreement between the US and The United Arab Emirates - are using generous subsidies given to them by their g overnments to illegally capture the "legitimate" market belonging to the US carriers. These issues are clarified in the book using analyses of competition law and investment law as they apply to air transport, free-trade-agreement analogies and an open-skies case study.