Freedman focuses on investigation of employees by their companies and organizations, delineating the rights and obligations of the employer and the rights and privileges of the employee in the employment relationship. Internal company investigations have in recent years become widespread as companies and corporations seek to ferret out internal problems. Officers and directors as well as employees have been subjected to the internal investigative process. But the content of these internal investigations and the precise procedures utilized by the company or corporation are simply unknown for the obvious reason that no company or corporation wants to publicize the fact of investigation, or wash its dirty linens in public Unless such inside secrets are disclosed in the course of litigation, the author of any text on internal investigations cannot detail the pragmatic substance of the internal investigation. The point is simply that the internal investigation process generally remains confidential until disclosed by the participants.

There are, however, guidelines to the internal investigation that are available, and the author has utilized every known facet of the investigative process to spotlight what the internal investigation is all about. Factors such as the right to privacy; whistleblowing; discrimination based on age, sex, race, national origin, religion, etc.; drug-testing and alcohol-testing; as well as prime causes of discharge or termination of employment are all relevant, and are delineated hereinafter. In most instances, these factors are evidenced by decided cases, thereby establishing precedents and background for the author's conclusions. In view of the increasing amount of litigation in this field, Freedman's treatise will be valuable to bench and bar, and as a guide will be useful to executives in corporations and organizations throughout the private and public sectors.

How to plan and implement tax-efficient investment strategies, incorporating all the latest budget amendments

Despite a clear distinction in law between equity and debt, the results of such a categorization can be misleading. The growth of financial innovation in recent decades necessitates the allocation of control and cash-flow rights in a way that diverges from the classic understanding. Some of the financial instruments issued by companies, so-called hybrid instruments, fall into a grey area between debt and equity, forcing regulators to look beyond the legal form of an instrument to its practical substance. This innovative study, by emphasizing the agency relations and the property law claims embedded in the use of such unconventional instruments, analyses and discusses the governance regulation of hybrids in a way that is primarily functional, departing from more common approaches that focus on tax advantages and internal corporate control. The author assesses the role of hybrid instruments in the modern company, unveiling the costs and benefits of issuing these securities, recognizing and categorizing the different problem fields in which hybrids play an important role, and identifying legal and contracting solutions to governance and finance problems. The full-scale analysis compares the U.K. law dealing with hybrid instruments with the corresponding law of the the most relevant U.S. jurisdictions in relation to company law. The following issues, among many others, are raised: A { decisions under uncertainty when the risks of opportunism of the parties is very high; A { contract incompleteness and ex post conflicts; A { protection of convertible bondholders in mergers and acquisitions and in assets disposal; A { use of convertible bonds to reorganise and restructure a firm; A { timing of the conversion and the issuer A|s call option; A { majority-minority conflict in venture capital financing; A { duty of loyalty; A { fiduciary duties to preference shareholders; and A { financial contract design for controlling the board A|s power in exit events. Throughout, the analysis includes discussion, comparison, and evaluation of statutory provisions, existing legal standards, and strategies for protection. It is unlikely that a more thorough or informative account exists of the complex regulatory problems created by hybrid financial instruments and of the different ways in which regulatory regimes have responded to the problems they raise. Because business parties in these jurisdictions have a lot of scope and a strong incentive to contract for their rights, this book will also be of uncommon practical value to corporate counsel and financial regulators as well as to interested academics.

Adding a second volume to the peerless country-by-country guide first published in February 2009, this book brings lessors, financiers, and operators valuable assistance in the management of aircraft during default periods and repossession proceedings in an additional 14 jurisdictions, bringing the total jurisdictions covered to 46. The two-volume set is also of great value as a preventive guide on issues arising in aircraft finance or lease transactions, especially in the drafting of associated contracts. Defaults, workouts, and repossessions of aircraft are still on the rise globally, and the situations that can lead to, or arise after, an event of default remain literally endless. This is the best way to be prepared for virtually any contingency. Local aviation law experts from each jurisdiction provide in-depth responses, country by country, to an extremely detailed questionnaire that includes eighty A real-life A| questions covering such categories as the following: A { self-help procedures; A { court proceedings; A { arbitration and other non-court proceedings; A { money claims; A { bankruptcy; A { non-consensual liens; A { rights and security interests in aircraft; A { deregistration powers of attorney; and A { export permit issues. Fees, time periods, costs of all kinds, remedies, immunities, required documentation, recognition of foreign judgements, interim measures and other court proceedings A- all these and many other crucial considerations are fully explained for each jurisdiction. Loaded with precise, up-to-date information and expert practical guidance, this two-volume set will be of enormous value to aviation lawyers, inhouse counsel of aircraft owners and operators, receivers, export credit agencies, banks, lessors, lenders and investors with an interest in the aviation industry.

This text is a collection of primary source materials in the labour law and social policy of the European Community in one volume. It includes documents and decisions up to May 1st, 1999, when the Treaty of Amsterdam came into force, along with key legislative instruments in EC labour law and social policy, significant associated policy documents produced by the Commission and important decisions of the European Court of Justice. This material is organised by reference to specific Directives and Treaty provisions. Thus (for example) the progress of a specific Action Programme may be followed through legislature, Commission and Court to reveal a complete overview of its development since the Community came into being. The author follows this analytic procedure for all major areas of labour law and social policy, including equality of treatment for men and women, equal pay and working conditions. Easy access to the book's information is provided by a reference system built on a series of tables presented at the beginning of the volume. These include two "tables of equivalence" that facilitate the process of converting former Treaty article numbers to the article numbers now in force under the amended and renumbered Treaty of Amsterdam. Advocates, judges, policymakers, scholars and students should find this sourcebook useful.

This original book seeks to shape current trends toward employer self-regulation into a new paradigm of workplace governance in which workers participate. The decline of collective bargaining and the parallel rise of employment law have left workers with an abundance of legal rights but no representation at work. Without representation, even workers' legal rights are often under-enforced. At the same time, however, many legal and social forces have pushed firms to self-regulate--to take on the task of realizing public norms through internal compliance structures. Cynthia Estlund argues that the trend toward self-regulation is here to stay, and that worker-friendly reformers should seek not to stop that trend but to steer it by securing for workers an effective voice within self-regulatory processes. If the law can be retooled to encourage forms of self-regulation in which workers participate, it can help both to promote public values and to revive workplace self-governance.

This book seeks to enrich and, in some cases, reverse current ideas on corruption and its prevention. It is a long held belief that sanctions are the best guard against corrupt practice. This innovative work argues that in some cases sanctions paradoxically increase corruption and that controls provide opportunities for corrupt transactions. Instead it suggests that better regulation and responsive enforcement, not sanctions, offer the most effective response to corruption. Taking both a theoretical and applied approach, it examines the question from a global perspective, drawing on in particular a regulatory perspective, to provide a model for tackling corrupt practices.

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

This book investigates the impact of EU law and policy on the Member States' higher education institution (HEI) sectors with a particular emphasis on the exposure of research in universities to EU competition law. It illustrates how the gradual application of EU economic law to HEIs which were predominantly identified as being within the public sector creates tensions between the economic and the social spheres in the EU. Given the reluctance of the Member States to openly develop an EU level HEI policy, these tensions appear as unintended consequences of the traditional application of the EU Treaty provisions in areas such as Union Citizenship, the free movement provisions and competition policy to the HEI sector. These developments may endanger the traditional non-economic mission of European HEIs. In this respect, the effects of Union Citizenship and free movement law on HEIs have received some attention but the impact of EU competition law constitutes a largely unexplored area of research and this book redresses that imbalance. The aim of the research is to show that intended and unintended consequences of the EU economic constitution(s) are enhanced by a parallel tendency of Member States to commercialise formerly public sectors such as the HEI sector. The book investigates the potential tensions through doctrinal analysis and a qualitative study focussing on the exposure of HEI research to EU competition law as an under-researched example of exposure to economic constraints. It concludes that such exposure may compromise the wider aims that research intensive universities pursue in the public interest. Andrea Gideon is a Postdoctoral Research Fellow at the Centre for Law & Business (National University of Singapore) for which she has suspended her position as Lecturer in Law at the University of Liverpool. In her current project she is investigating the application of competition law to public services in ASEAN. Her previous research concerned tensions between the economic and the social in the EU with a focus on EU competition law in which research area she earned her PhD at the University of Leeds in 2014.

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 book constitutes the first comprehensive publication on the duty of care of internationalorganizations towards their civilian personnel sent on missions and assignments outsideof their normal place of activity. While the work of the civilian personnel of internationalorganizations often carries an inherent risk, the regulations, policies and practices of theemployer can help to address and mitigate that risk. In this book, the specific content and scope of the duty of care under international law is clarifiedby conducting an unprecedented investigation into relevant jurisprudence and legal sources.Included is a critical assessment of the policies of selected international organizations while aset of guiding principles on the duty of care of international organizations is also presented. This publication fills a gap in the existing academic literature on the topic and is aimedparticularly at academics and practitioners interested in the legal implications of the deploymentof civilian personnel abroad by international organizations. This includes scholarsand university-level students specializing in international law, international human rightslaw, the law of international organizations, labour law, EU law, international administrativelaw and the UN system, and practitioners, such as lawyers and consultants, representing oradvising international organizations or their personnel on the legal aspects of deployment. The book is also aimed at the senior management of international organizations and at theirofficers in charge of recruitment, human resources, training and security, in that it clarifiestheir legal obligations and provides concrete examples of the policies various internationalorganizations have in place for the protection of civilian personnel. Current and prospectivecivilian personnel of international organizations should also find the book useful forclarifying their rights and duties. Andrea de Guttry is Full Professor at the Dirpolis Institute of the Sant'Anna School ofAdvanced Studies in Pisa, Micaela Frulli is Associate Professor at the Dipartimento di ScienzeGiuridiche (DSG), University of Florence, Edoardo Greppi is Full Professor at the Dipartimentodi Giurisprudenza, University of Turin, and Chiara Macchi is Research Fellow at theDirpolis Institute of the Sant'Anna School of Advanced Studies in Pisa.

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.

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 work deals with the rules designed to enforce EC labour law directives in the workplace. Directives normally do not provide any specific rules on procedures and sanctions according to which the substantive rules of the directives are to be enforced. Instead, domestic rules shall apply. However, the European Court of Justice has developed some principles of enforcement that limit the autonomy of the Member States. The aim of this book is to analyse the meaning of the principle of effective enforcement developed by the Court in three areas of labour law: working time in the context of EU health and safety law; the restructuring of enterprises through collective redundancies and transfers of undertakings; and equality of opportunity between women and men. The principle effective enforcement is analysed in the light of how labour law directives are enforced in Germany, Italy, the Netherlands, Sweden and the UK. The book also includes an analysis of regulations in Poland, which illustrates some of the challenges that candidate countries will face in joining the EU.

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.

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.