Although all are agreed that current commercial realities dramatically affect the duties owed by directors to their companies, there is as yet no consensus on what, if anything, should be done about it. Some urge reform, or at least modification, while others insist that the traditional standard which may be expressed generally as "such care as is reasonably expected, having regard to the director's knowledge and experience" - has the great merit of flexibility. In an initiative aimed at clearing this impasse, the English and Scottish Law Commissions have proposed a statutory formulation, on the grounds that this would at least bring more certainty and clarity to the applicable standards. This book delves into the issues surrounding this debate, presenting the arguments for and against a statutory statement, with in-depth analysis of the various degrees of reform that could be brought to bear on the issue.

Risk taking in business contributes towards innovation. Yet excessive risk taking is associated with corporate failure. Many authors have analysed the relationship between personal liability rules of managers and excessive risk taking. In this context, previous researchers have often argued that insurance against personal liability of the manager (D&O insurance) would weaken the manager's incentive to take care.However, little is known about the workings and effects of D&O insurance. This book analyses how D&O insurance should work ideally and how it currently works in the USA, the UK, the Netherlands and Germany.It illustrates how D&O insurance threatens but also benefits society and the economy. In fact, a properly functioning D&O insurance system can more elegantly incentivize adequate risk taking than for example, direct regulation of managerial activity (e.g. disqualification) or the adoption of harsher liability rules.This book provides an overview of the implications of D&O insurance, in particular to:- policy makers who can take concrete reform proposals from this book;- investors who can increase their returns by using the information on corporate D&O insurance policies;- creditors who can better estimate their debtor's default risk by understanding the debtor's D&O insurance policy; and- finally, prospective insurers who can learn in depth about the D&O market, the policy design and the D&O risk.

This impressive volume presents a detailed comparative analysis of merger remedies in the EU and US, motivated by the fact that a growing number of mergers are being scrutinised and reviewed under both jurisdictions. Merger remedies on either side of the Atlantic play an increasingly important role in the implementation of public policy with regard to the economic concentration of industry. The book provides an understanding of merger remedies in general, and of procedural and substantive differences in the approach of the EU and the US. The editors have gathered together leading European and American practitioners and scholars to comprehensively discuss this issue. They aim to help policymakers decide if, and how, current practices can be improved, and to help firms and their counsel better prepare cases and predict outcomes. This volume sets forth an agenda for future research by providing a critical overview of merger remedies and their implementation in the EU and US. It will become the requisite study in the field for scholars of industrial organisation, law and economics, and for legal practitioners and policymakers working in the realm of competition law.

This collection offers a powerful and coherent study of the transformation of the multinational enterprise as both an object and subject of law within and beyond States. The study develops an analysis of the large firm as being a system of organization exercising vast powers through various instruments of private law, such as property rights, contracts and corporations. The volume focuses on the firm as the operational unit of governance within emerging systems of globalization, whilst exploring in-depth the forms within which the firm might be regulated as against the inhibiting parameters of national law. It connects, through the ordering concept of the firm in globalization, the distinct regimes of constitutionalization, national and international law. The study will be of interest to students and academics in globalization and the regulation of multinational corporations, as well as law, economics and politics on a global scale. It will also interest government leaders and NGOs working in the areas of MNE regulations.

The most ambitious round of multilateral trade negotiations since the formation of the GATT was formally launched in Punta del Este, Uruguay in 1986. With more than 100 nations participating in the "Uruguay Round" negotiations, complex economic problems and difficult political realities made reaching international accord on major trading issues a long and arduous process. The three-volume set presents a history of these negotiations, portraying how participating nations reached their current positions on the proposed major changes in trade in agriculture and textiles, adoption of rules for trade in services, review of existing trade regulations, increased protection of intellectual property rights and the liberalization of the market for many important products. The set contains information which should be useful for all involved in international trade. Legal practitioners, business executives, academics and government officials seeking to understand the position of the important players and grasp the implications of the final agreement should find this factually-objective and politically-neutral account of the negotiations a useful resource. This is volume 1 of the set. The complete set is also available, as are individual chapters, allowing for the purchase of only that information in which a customer has a specific interest.

Over the years, Nancey L Watson has used her expertise with procurement and pricing methods and applying strategy for hundreds of proposals to win $3 billion in competitive bids. The Silver Bullet - How RFPs Are Won will serve as a strategic guide to help you significantly increase your win rate - and more. This book details Nancey's top strategies for every step of the proposal process: * Legal procurement and the growing sophistication of in-house legal departments; * Questions firms should ask before they decide to propose for the work; * Best practices and how to analyze a "cheat sheet" to discover the key to winning RFPs; * How to get you to plan strategically through every phase of the proposal process; * How to use the magical formula to gain credibility and prove you are the firm to hire; * How to work strategically with subject matter experts as a team; and * How to write an effective executive summary. This book is primarily written for law firms but the information within will also prove invaluable for procurement professionals.

As part of its review of competition law that started in the late 1990s, the European Commission proposes to revise its interpretation and application of the Treaty 's prohibition of abuses of dominant positions. Also, it has instigated a debate about the promotion of private enforcement of EC competition law. On the former subject, the Commission published a Discussion Paper in 2005; on the latter, a Green Paper in 2005, followed by a White Paper in 2008.

The chapters in this volume critically appraise the Commission 's proposals, including the most recent ones. The authors also highlight the repercussions of the proposed more economic approach to abuses of dominant positions on private litigants opportunities to bring damages actions in national courts for such abuses.

The notion of market power is central to antitrust law. Under EU law, antitrust rules refer to appreciable restrictions of competition (Article 101(1) Treaty on the Functioning of the European Union (TFEU), ex Article 81(1) EC Treaty), the elimination of competition for a substantial part of the market (Article 101 (3) TFEU, ex Article (81(3) EC), dominant positions (Article 10 (2) TFEU, ex Article 82 EC), and substantial impediment to effective competition, in particular by creating or reinforcing a dominant position (Article 2 of the EU Merger Regulation). At first sight, only the concept of dominant position relates to market power, but it is the aim of this book to demonstrate that the other concepts are directly linked to the notion of market power. This is done by reference to the case law of the EU Courts and the precedents of the European Commission. The author goes on to argue that for very good reasons (clarity and enforceability, among others) the rules should be interpreted in this way. Beginning with market definition, the book reviews the different rules and the different degrees of market power they incorporate. Thus it analyses the notion of 'appreciable restriction of competition' to find a moderate market power obtained by agreement among competitors to be the benchmark for the application of Article 101 TFEU, ex Article 81 EC. It moves on to the concept of dominance under Article 102 TFEU (ex Article 82 EC), which is equivalent to substantial (or sgnificant) market power, and then focuses on the old and new tests for EU merger control. Finally, it addresses the idea of elimination of competition in respect of a substantial part of the market (Article 101 (3) TFEU, ex Article 81 (3) (b) EC), in which the last two types of market power (Article 102 TFEU, ex Article 82 EC and EU Merger Regulation) converge. To exemplify this, an in-depth study of the notion of collective dominance is conducted. The book concludes that a paradigm of market power exists under the EU antitrust rules that both fits with past practice and provides for a useful framework of analysis for the general application of the rules by administrative and even more importantly judicial authorities in the Member States, under conditions of legal certainty.

In a Ponzi scheme, new investments are used to pay existing investors, to cover the cost of salespersons, and to finance the Ponzi schemer's satisfying lifestyle. Although Charles Ponzi recruited investors in Boston in 1919 and died in 1949, his design and mode of operation are alive and well today. Indeed, losses from Ponzi schemes in the United States are equal to losses from shoplifting. Ponzi schemes catch in their net highly sophisticated individuals and institutions as well as low-income and middle-income investors, and these schemes have attracted investors all over the world, in Russia, England, India, Albania, Romania, Portugal, Costa Rica, and elsewhere. Looking into the innumerable cases of Ponzi schemes throughout the years, Tamar Frankel observes that even though patterns began to emerge in the stories of con artists and their victims' behavior, the main puzzles still remain: How do con artists dazzle and lure wealthy and educated individuals and representatives of large institutions to hand over huge sums of money? How do con artists divert investors' attention from the soft spots of their stories? And while there are so many books and articles about Ponzi schemes, their warnings and constant advice on how to detect and avoid con artists go unheeded. In The Ponzi Scheme Puzzle, Frankel explores con artists' fascinating power of persuasion and deception, and analyzes their subtle signals that mimic truth and honesty. She identifies the reasons for the local and global success and longevity of such schemes and seeks to understand the nature of the con artists and their victims. She combines the many stories of Ponzi schemes, derived mostly from court cases and newspaper articles, to show the patterns of such frauds, the nature of the con artists, and character of their victims. These patterns tell us much about human nature, about our society, and about ourselves. The book first analyzes the design and pattern of the con artists' attractive offers and how they hide deceptions, then deals with the ways in which schemes are advertised and sold. Next, it focuses on the core of con artists' success, then discusses the characters of con artists and their victims. Finally, Frankel offers a number of observations on the lessons we can learn from these stories and analyses. She concludes that our attitude to con artists is ambivalent and uncertain perhaps because their behavior is so close to the behavior of honest people; or perhaps because they act like the social leaders with whom they are likely to mingle, or perhaps their actions are necessary to shake up a complacent society. Therefore, she writes, self-protection from charming, dangerous con artists must involve self-examination: once we recognize our own tendencies we can better protect ourselves from their toxic attraction.

In the aftermath of the global financial crisis, the world has witnessed increasing manifestations of eroding trust in the international trade regime, including Brexit and the Trump administration's unilateral trade policies. Restoring trust in the international trading system is essential to prevent the rise of economic nationalism and beggar-thy-neighbour policies, which as history has shown are a threat to global welfare and peace. As a scholar, counsellor of the WTO Appellate Body Secretariat, and, between 2009 and 2017, a member of the WTO Appellate Body, Peter Van den Bossche has addressed the challenges faced by the international trade regime and has tirelessly promoted trust in the multilateral governance model. This Liber Amicorum honours his contribution to the development of a 'trustworthy' rules-based multilateral trading system, which has left a lasting legacy. In this timely book, leading experts and friends of Peter Van den Bossche, including his mentors, colleagues and PhD candidates, come together to pay tribute to his work by exploring, from a legal perspective, what can be done to restore trust in trade, focusing on: (1) ensuring a robust institutional framework that promotes rule of law over power politics, (2) safeguarding the integrity and effectiveness of trade dispute settlement, and (3) ensuring that substantive international trade rules appropriately balance trade and non-trade interests.

The book examines the potential for regional competition law systems as enforcement tools in developing countries, based on a case study of the West African Economic and Monetary Union, the Andean Community and the Caribbean Community. It analyses the allocation of enforcement competences between the regional/supranational and the national level and formulates detailed guidelines on the optimal degree of centralization or decentralization. The book addresses all readers that are interested in the enforcement of competition law in developing countries. Moreover, it provides practical insights for public institutions that wish to identify or prevent possible misallocation of competences within regional competition law systems.

The international carriage of goods by sea has been regulated by international conventions. These includethe "International Convention for the Unification of Certain Rules of Law relating to Bills of Lading" ("Hague Rules"); the "Protocol to Amend the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading" ("Visby Rules"); and the "UN Convention on the Carriage of Goods by Sea." They were adopted in 1924, 1968 and 1978 respectively and the transport industry's commercial needs have since substantially changed. Furthermore the advent of subsequent regimes has resulted in the uniformity in the carriage of goods by sea once provided by the Hague Rules being lost. In order to update and modernize existing regimes the "UN Convention on Contracts for the International Carriage of Goods Wholly or Partly by Sea" ("Rotterdam Rules") was adopted on December 11, 2008 by the UN General Assembly and opened for signature on September 23, 2009. Since then drafters of the Rotterdam Rules, academics and practitioners have been publicizing, discussing, and evaluating the Rules. This book is an effort to further explore those same goals.
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This book analyses the recent modernisation of EU State aid law from various perspectives, and considers both substantive and procedural aspects. It also discusses the reasons for, and the goals and future implications of the modernisation programme, including the evolution of the concept of State aid. The ambitious reform programme was launched in 2012 and has now been almost fully implemented by virtue of the adoption of new rules of procedure in July 2013, and exemption in June 2014. The book highlights the main aspects of this sector reform, which include the Commission's change of attitude towards so-called positive aid, i.e. those able to promote economic growth, and the intention to focus on matters of greater systematic extent. These objectives also imply a third aspect: increasing the intensity of the control powers conferred on the Commission with regard to that aid that prove to be harmful to competition and the internal market. The book also examines the greater responsibility given to States for self-assessment of their economic policy measures, and explores the resulting impact on, and challenges posed to the administrations of the Member States. The book's second part is devoted to the application State aid rules in the area of services of general economic interest, with a special focus on aid in the field of social health and infrastructure.

Although the effect of the EC Anti-Discrimination Framework Directive 2000/78 pervades age discrimination law in all Member States, the courts of each country can and do interpret its provisions - especially pertaining to sanctions - in various ways. In addition, claims of discrimination are handled according to national law, and an administrative law system with its own particular procedure is usually present. This very useful book provides a country-by-country overview of anti-discrimination legislation and related jurisprudence in the 27 EU Member States as well as Switzerland, Russia, and Turkey. The reports, written by experienced employment lawyers from each country, offer expert practical guidance and analysis regarding national laws affecting access to employment and vocational training, information and consultation, working conditions, recruitment, dismissal, retirement, and other relevant factors. The emphasis throughout is on the application of the crucial conceptual elements that derive from EC anti-discrimination law - direct adverse treatment, indirect discrimination, and the grounds on which a difference in treatment due to age is permissible. Each report explains in detail how anti-discrimination law operates at the national level, providing lucid guidance to the legal options available under any set of circumstances likely to arise, including the following: differential treatment, including special or minimum conditions; harassment and victimisation; fixed-term contracts; age-based graduation of compensation; employment relationships with an international dimension; affirmative action; special categories of workers; complaints to a competent person or body in the company; complaints to anti-discrimination offices; suits in labour courts; compensation limits; violator's economic position; non-pecuniary damage suffered by the aggrieved party; effects of collective bargaining agreements; and, social plans resulting from planned operational changes. Many of the reports pay special attention to the far-reaching implications of such important recent ECJ cases as von Colson & Kamann, Mangold, Palacios de la Villa, and Bartsch. Enormously helpful to all concerned with employment law in one or more countries in Europe, this book will prove especially valuable to legal counsel and human resources professionals in numerous situations that arise in day-to-day business conduct. Law students will also find it extremely useful for its concise but detailed perspective on the varieties of anti-discrimination law across Europe. The Publication of this book has been made possible with the support of the law firms allied with Ernst & Young throughout Europe, the Pinsent Masons Luther Group, selected independent law firms and the Holland Law School.

This book offers guidance for US-based IT businesses on both sides of the Atlantic when dealing with big data and government data, since transatlantic data flows are key to the success of these enterprises. It offers practical insights into many of the data-protection challenges US companies in various industries face when seeking to comply with US and EU data-protection laws, and analyses the potential conflicts in the light of their risks and the way in which US-based cloud providers react to the uncertainties of the applicable data-protection rules. The book particularly focuses on the insights derived from a qualitative study conducted in 2016 with various cloud-based IT businesses in the Silicon Valley area, which shows the diversity of views on data protection and the many approaches companies take to this topic. Further, it discusses key data-protection issues in the field of big data and government data.

Transfer Pricing and Valuation in Corporate Taxation analyzes the disparities between both federal statutes and regulations, and r- ulations and administrative practice, in a highly controversial area of corporate tax policy: intra-company transfer pricing for tax p- poses. It addresses issues that often mean millions of dollars to in- vidual corporations, and a significant fraction of the federal gove- ment's revenue base. These disparities between law, regulations, and administrative practice are concerning on a number of grounds. First, they - pose considerable economic costs by inducing corporations to engage in a variety of "rent-seeking" activities designed to reduce their - pected tax liabilities, and by requiring the IRS to devote still more to enforcement efforts that are very often futile. Second, they are in- ; herently undemocratic. Administrative practice is currently ad hoc by relying on dispute resolution procedures that can and do yield very different settlements on disputed tax issues from one case to another, the IRS often ends up treating similarly situated cor- rations very differently. Moreover, to the extent that the disp- ity between statute and implementation reflects the IRS's failure to carry out Congress' will, the laws passed by duly elected officials are effectively being superseded by administrative procedure, developed incrementally by individuals who are not answerable to an electorate.

This book provides a comparative perspective on one of the most intriguing developments in law: the influence of basic rights and human rights in private law. It analyzes the application of basic rights and human rights, which are traditionally understood as public law rights, in private law, and discusses the related spillover effects and changing perspectives in legal doctrine and practice. It provides examples where basic rights and human rights influence judicial reasoning and lead to changes of legislation in contract law, tort law, property law, family law, and copyright law. Providing both context and background analysis for any critical examination of the horizontal effect of fundamental rights in private law, the book contributes to the current debate on an important issue that deserves the attention of legal practitioners, scholars, judges and others involved in the developments in a variety of the world's jurisdictions. This book is based on the General Report and national reports commissioned by the International Academy of Comparative Law and written for the XIXth International Congress of Comparative Law in Vienna, Austria, in the summer of 2014.

The great migration of farmers leaving rural China to work and live in big cities as 'floaters' has been an on-going debate in China for the past three decades. This book probes into the spatial mobility of migrant workers in Beijing, and questions the city 'rights' issues beneath the city-making movement in contemporary China. In revealing and explaining the socio-spatial injustice, this volume re-theorizes the 'right to the city' in the Chinese context since Deng Xiaoping's reforms. The policy review, census analysis, and housing survey are conducted to examine the fate of migrant workers, who being the most marginalized group have to move persistently as the city expands and modernizes itself. The study also compares the migrant workers with local Pekinese dislocated by inner city renewals and city expansion activities. Rapid urban growth and land expropriation of peripheral farmlands have also created a by-product of urbanization, an informal property development by local farmers in response to rising low-cost rental housing demand. This is a highly comparable phenomenon with cities in other newly industrialized countries, such as Sao Paulo. Readers will be provided with a good basis in understanding the interplay as well as conflicts between migrant workers' housing rights and China's globalizing and branding pursuits of its capital city. Audience: This book will be of great interest to researchers and policy makers in housing planning, governance towards urban informalities, rights to the city, migrant control and management, and housing-related conflict resolutions in China today.

This timely book brings clarity to the debate on the new legal phenomenon of environmental border tax adjustments. It will help form a better understanding of the role and limits these taxes have on environmental policies in combating global environmental challenges, such as climate change. The book is structured around three main topics: the rationale, the tax design and the legal framework of environmental border tax adjustments. This three-fold analysis gives an overview of the legal issues that should be considered before the adoption of environmental border taxes, including carbon tax adjustments. Alice Pirlot's critical approach to the arguments surrounding traditional and environmental border tax adjustments allows for detailed legal analysis going beyond the question of their compatibility with WTO law, while also reviewing the economic argument. This book will prove to be essential reading for legal scholars and professionals alike, as well as benefitting environmental NGOs, stakeholders in energy-intensive industries and policymakers looking for in-depth insight into environmental border tax adjustments.

The trend towards internationalization, especially in the trade and finance sectors, brings with it an urgent need to know about financial transactions and how they affect currencies. Rapid technological developments are having profound effects on financial transactions, the law and the commercial transactions sustained by that law. The progress in the creation of a single currency for use within the European Community have engendered major controversies over acceptable forms of financial transactions. This work presents the national reports and the general report of the panel on financial transactions which convened at the Athens Conference on Comparative Law, 1994. It reviews the interrelationship between modern techniques for financial transactions and currencies, and the general report ties them all together, as well as distinguishing some common themes in dealing with modern financial transactions.