Despite fears that regulators around the world would act to curtail securitisation severely in the aftermath of the collapse of Enron, WorldCom, and Parmalat, the securitisation industry has witnessed what can only be described as relentless innovation. Securisation remains one of the most important means for financial institutions to diversify their funding, transfer credit risk and manage solvency requirements. This volume, the second in a series focusing on the latest innovations in the global securitisation industry, provides advisers with detailed guidance on key structural and legal issues of innovative securitisations, as well as describing the most recent developments in the accounting and risk-capital treatment of securitisation transactions. The contributors represent a wide range of expert participants in the design, execution, and regulation of securitisation transactions. Among the critical features of contemporary securitisation covered are the following: project finance CLOs; securitisation of equity risk; securitisation of commodity risk through commodity trigger swaps; the convergence of structured credit and securitisation markets; innovation in RMBS: negative equity transactions; innovation in CMBS: A/B structure; new markets in Europe, Japan, and Islamic countries; catastrophe risk securitisation; effect of recent US bankruptcy legislation on synthetics; microfinance loan securitisation in emerging markets; public sector securitisation; securitisable intellectual property; application of accounting standards in a rapidly changing environment, and updated analysis of Basel II. The practical perspective of the contributions, combined with the extensive use of case studies of key transactions, should make this volume an invaluable resource for lawyers as well as legal and business academics interested in the very latest developments in the global securitisation markets.

Every ten years ICAO holds a worldwide air transport conference. The most recent such event - the 6th Worldwide Air Transport Conference (ATConf/6) - was held in Montreal from 18 to 22 March 2013. The questions posed by this book are: are the "clerical and administrative tasks" for ICAO which were decided on by ATConf/6 (and other preceding conferences) sufficient to meet the needs of the people of the world for safe, regular, economical and efficient air transport? Should ICAO not think outside of its 67-year-old box and become a beacon to air transport regulators? In other words, shouldn't the bottom line of ICAO's meaning and purpose in the field of air transport be to analyze trends and guide the air transport industry instead of continuing to merely act as a forum for global practitioners to gather and update information on their respective countries' policies for air transport? Shouldn't ICAO provide direction, as do other agencies of the United Nations? This book addresses ICAO's inability, unlike most other specialized agencies in their missions, to make a tangible difference in air transport development, through a discussion of key issues affecting the air transport industry. It also inquires into the future of air transport regulation. "

The comprehensive guide to all the essential legal and business considerations to be taken into account in structuring and negotiating technology-driven corporate alliances. Readers are provided with a clear and concise introduction to the nature and scope of the legal rights relating to new technologies and a framework for evaluating prospective business partners and for identifying the key contracting issues. An indispensable resource for consummating licensing, research and development, manufacturing and distribution, and corporate partnering arrangements, as well as managing relationships with university researchers and raising capital for research activities.

Entrepreneurs, executives, technology managers, lawyers, accountants and researchers will benefit from the step-by-step approach to each technology-driven transaction, beginning with the description of the law of technology and intellectual property; continuing with the initial investigation of the technology which is to be the subject of the transaction and the general contractual components of any transaction; and ending with the essential elements of each relationship, including permitted uses of the technology, compensation, representations and warranties, covenants, closing conditions, indemnification, and the procedures for ensuring that the technology remain a valuable asset for each party. The book covers each of the stages involved in developing, manufacturing, licensing, distributing, and financing technology-based products and will serve as an invaluable and constant resource in making sure that all of the important issues have been considered before the deal is sealed.

The planned European legal form Societas Privata Europaea (SPE) is a limited liability company of a closed group of shareholders, and thus is comparable to the German GmbH. At the European-level, the SPE serves as a supplement to the European Limited Liability Company (SE), which proved to be too difficult for small and medium-sized companies for various reasons. The SPE will be introduced on the basis of a European regulation, the content of which has been largely agreed to by the member states.

How are common interests protected in international dispute settlement? What is the role of different courts and tribunals? Why is the case law on common interests (in)consistent? Do we need more consistency for a better protection of common interests? Common Interests in International Litigation provides answers to questions that arise in international litigation as a result of an increasing recognition of common interests in this field and an ever-expanding network of specialised judicial bodies.Common Interests in International Litigation studies the case law of a number of international courts, focusing on international litigation concerning natural resource exploitation. This is a theme closely linked to a number of common interests, one which has been considered by a number of courts dealing with human rights, international security, international trade, international investment, the law of the sea, and more.This study aims to bring together the case law of these diverse judicial bodies to develop a common approach to common interests in international litigation. In contrast to previous studies that have focused on the approach to common or public interests in distinct legal regimes, this book offers an overview of the issue traversing traditional boundaries between legal regimes. It is therefore of particular interest to practitioners of international law and scholars specialising in the field seeking to broaden their horizons, and essential reading to all those interested in the enforcement of common interests at the international level.

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.

This text reviews significant legal developments in international commerce and offers a forum for legal practitioners to address and compare practical legal issues of direct interest to their areas of specialization. Each volume of the Yearbook features a range of articles written for and by leading practitioners and advisors working within the international business sector. It contains sections on banking and finance, company law, trading practices and general commercial issues. Financial issues such as foreign investment and taxation are covered, together with the topic of documentary credits and several banking issues. In the company law section, subjects such as liquidation, shareholdings and directors' rights and liabilities are discussed. The heading of general commercial issues covers such topics as the shipping of goods, timeshare agreements, forfeiture of property, standardized contracts and intellectual property.

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.

The Nordic tax systems have recently undergone dramatic changes. Tax bases have been broadened, marginal tax rates have been cut, and the Nordic countries have abandoned the traditional income tax in favour of a 'dual' income tax combining progressive taxation of labour income with a low flat tax rate on capital income. Nordic governments have also experimented with new innovative methods of taxing business income. This book evaluates the Nordic tax reforms in the light of recent advances in the theory of taxation.

This guide contains a detailed description of the rules in force, referring to case law, prepatory texts, commentaries and memoranda. The book is based on the Community Customs Code, which contains 253 Articles, accompanied by an implementing code of more than 900 Articles, 100 Annexes, and a separate implementing Regulation on relief from import or export duties. It presents an integrated discussion of the Articles of the Code and the implementing provisions being discussed under the main Article of the Code to which they pertain.

Company Law / Corporate Law Even though our understanding of corporate governance has evolved from a rigid model of "command and control" toward a more flexible model of incentive mechanisms, numerous and major shortcomings continue to plague efforts to resolve the conflicts of interest inherent in the managerial approach to corporate control. In this stimulating book the work of nine outstanding scholars in the field converges, along different avenues of research and analysis, toward a vital critique of two assumptions in currently dominant economic theory: that uncertainty can be reduced to numerical probabilities, and that contracts can be "complete," that is, capable of establishing beforehand an efficacious solution for all possible eventualities. These authors argue that efficient corporate governance requires the establishment of devices of cooperation among the various stakeholders that enable the operation of collective learning. Their contributions to this book clearly enunciate both the need for such organisational learning and the lessons of several specific recent transformations in governance practice that manifest a degree of such learning. In the process their analyses touch upon such central governance issues as the following: the exercise of hierarchical authority in the framework of the labour contract; the "financialisation" of the wage system via profit sharing, stock options, and the like; the transformation of financial markets into markets for corporate control; the polarising effect of the concept of shareholder value; the self-perception of employee shareholders; justification of layoff projects; and rescue of firms in financial distress. What the common undertaking of these authors finally reveals is of immeasurable value to business leaders: potent suggestions that foster the development of a reflexive capacity among actors in corporate governance to isolate what the real problem is, to identify the elements of the context that it would be expedient to transform, and to construct collectively the modalities of an effective transformation.

This is an in-depth treatment in English of Japanese law and practice governing unfair competition. The author analyzes the interaction of the relevant laws - and the case law derived from each - to present a systematic description of how business reputation, trade secrets, well-known marks, and other aspects of business achievement and investment are protected against undue exploitation in Japan. Prohibited acts of unfair competition covered include: misappropriation by confusion or passing-off; misappropriation through breach of trust or fiduciary duty; slavish imitation of distinct product features; trade mark piracy; tortious acts of denigration, libel, and slander; direct interference by, e.g., boycott or bribery; undue exercise of intellectual property rights; and misleading indications on goods and services (e.g., of geographical origin). Several problematic areas - in particular, the obstacles to effective enforcement, and the lack of adequate protection for consumers against acts of unfair competition - are given particular emphasis. The book concludes with cogent proposals on how the Japanese system could be improved and developed, referring to the model provisions of the World Intellectual Property Organization and offering a new and original draft of the Unfair Competition Act. Any business person or investor interested in the Japanese market should benefit enormously from this practical and insightful volume.

The globalization of the securities markets, rapid technological advancement, the perpetration of widespread cross-border fraud and the proliferation of emerging capital markets have made international financial law an increasingly important area of regulation, practice and research. Its significance will continue to grow in the 21st century, making the advent of a book focusing on developments in international securities law extremely timely. Key topics covered in this book include disclosure requirements, insider trading regulation, global offerings, transnational regulatory co-operation, the role of the International Organization of Securities Commissions (IOSCO), memoranda of understanding and emerging capital markets. Discussion of these issues is supported by examination of the law and policy in numerous countries, including developed and emerging capital markets. The author makes detailed analysis of applicable legal principles with regard to a wide range of topics, discusses proposed standards for law reform and makes recommendations to enhance international cooperation.

Providing an analysis of all major issues in French insolvency law and practice, this volume covers areas such as: the new regime for corporate voluntary agreements; the relative rights of creditors and their debtor; the take-over and rescue of insolvent companies; the liabilities of directors; and the new European insolvency conventions. There are also tables of statutory materials and case law, as well as appendices giving details of legislation, timetables and procedural formalities.

This work is the result of a conference held in September 1996 in Germany in honour of Professor Hiroshi Kaneko, Emeritus Professor of Tokyo State University. Some 60 scholars and practitioners of international tax law from Japan and Germany convened to discuss questions of common interest. The first part of the book explores the methods of interpretation of tax statutes and treaties used in both countries, particularly in light of the totally different structure of the Japanese language as compared to European languages. Such differences may be of potentially significant importance to the interpretation of tax treaties, usually concluded in two authentic language versions which are equally binding. The papers in the second part present a detailed analysis of issues of international transfer pricing in Germany and in Japan, highlighting important differences as well as surprising similarities of the two legal systems. The collection of expert papers provides an important contribution to the literature in the field of international and comparative taxation. For the tax practitioner it should be useful reading when he or she is confronted with Japanese tax treaties, the interpretation of which is contested, or with transfer pricing problems in connection with Japan.

Investigating Misconduct and Incapacity sets out practical steps to enable those initiating dispute procedures to compile and prepare relevant evidence for disciplinary enquiries and to structure that evidence for the best presentation of cases against offenders in the workplace.

Investigating Misconduct and Incapacity assists in properly conducting investigations and then interpreting the evidence discovered, collating the evidence effectively and presenting that evidence during the course of disciplinary hearings.

This book discusses the tools of discovery of evidence, offence categories for relevant charges and how to compile those charges. It describes various processes of collating the evidence into a comprehensible format and also addresses the prospects of legal intervention should the situation warrant it.

This book takes as its starting point the interaction and gaps between the free movement and competition rules of the EC Treaty,and is the first book-length treatment of the topic. Competition and free movement are well known as fundamental elements of the Community legal order and are normally treated separately by different specialists. Hence their interaction has tended to receive less doctrinal analysis. This work bridges the gap and examines the interaction of these disparate rules using a framework which is defined by the author as the economic constitutional law of the European Community. The book then examines in depth specific issues such as, for example, the economic orientation of the constitution of the Community, the structure and principles of interpretation relating to it, or the gaps presented by this structure and the ways in which they have been filled by the European Court of Justice. Particular attention is given, in separate chapters, to two important topics: the possible extension of the application of the free movement rules to protectionist private conduct and that of the competition rules or principles extracted from them to State action. The problem of the public/private divide, a pressing one for contemporary constitutionalism and societies, is a major concern for the chapters devoted to these topics, and it is seen by the author as the central question of the economic constitutional law of the Community. The book is equally concerned with theoretical and practical issues, and will be of use and interest to academics and practitioners interested in the European Community legal order. In addition to the wealth of information it contains and its challenging analysis of the law, the book also provides a way of thinking afresh about the problems presented by these established branches of Community law.

This text provides a straightforward and up-to-date analysis of the wide range of issues surrounding the use of derivatives in common law countries, focusing on derivatives law and regulation in Australia, New Zealand, Singapore, Malaysia and Hong Kong. Topics covered include the nature of derivatives, key legal issues, standard market documentation, derivatives regulation, recent market developments and regulatory reform.

The book investigates competition law and international technology transfer in the light of the TRIPS Agreement and the experience of both developed and developing countries. On that basis, it draws relevant implications for developing countries.Tu Thanh Nguyen argues that technology transfer-related competition law should be ?glocalized? appropriately for the needs of local contexts, while intellectual property rights (IPR) are globalized. The book reveals that developing countries, according to the TRIPS Agreement, have the right to use domestic competition law to promote access to technology in order to protect national interests and consumer welfare. However, competition law is antitrust. It is neither anti-IPR nor anti-trade. The author finds that developing countries with limited competition law resources should set realistic priorities for the control of technology transfer-related anti-competitive practices. They can reasonably apply and adapt relevant regulations, decisions and judgments from developed country jurisdictions to their own circumstances.Competition Law, Technology Transfer and the TRIPs Agreement is a timely resource for postgraduate students, practitioners, and scholars in international competition law, IPR, and technology transfer. Policymakers in the field of technology transfer-related competition law/policy, especially in developing countries, will also find this book invaluable.

The Yearbook reviews significant legal developments in international commerce and offers an important forum for legal practitioners to address and compare practical legal issues of direct interest to their areas of specialisation. Each volume of the Yearbook features a comprehensive range of articles written for and by leading practitioner's and advisers working within the international business sector.

This eighteenth volume of the Comparative Law Yearbook of International Business contains chapters on the law relating to banking, competition, dispute settlement, foreign investment and secured transactions, as well as general commercial issues facing international businesses. A large section is devoted to the various laws and regulations governing investment and the operating of companies in foreign countries, which should be of great interest to anyone involved with the business of multi-jurisdictional organizations. Also, banking regulations and the need to obtain security over transactions are important considerations when operating abroad.

Other important issues covered in the general section of this volume are those of product safety, restraint of trade, clauses in employment contracts and the remedies available to foreign sellers of goods.

All the above topics contribute to making this volume of the Yearbook a valuable tool for international legal practitioners and their clients.

By 1968, 200 corporations held over 60 percent of the nation's manufacturing assets and total annual profits. This book is a comprehensive study of the enormous concentration of economic power resulting from the Third Great Merger Movement, during which over 9,400 firms disappeared through merger, increasing from 954 in 1961 to 2,442 in the peak year of 1968. This great merger wave took place during a period of prosperity marked by a rapidly expanding economy, easy money, and a bouyant stock market. The conglomerate firm was the most prominent feature of the Third Great Merger Movement.

Private Company Law reform is among the most important topics for lawmakers and companies. This well-timed volume explains in details the legal reforms taking place in the principal European jurisdictions, the United States and Asia. The volume brings together a distinguished group of company law scholars to examine the factors leading to the rise of the new unincorporated entities in the US and Asia and explains in detail how private company law forms can be suitably adapted to meet a wide range of firms' needs. It examines the important reforms taking place in private company law across the EU and addresses how the reforms may lead to a more optimal environment for businesses to operate. Finally, it critically explores the advantages of introducing the European Private Company. This book is a valuable tool for scholars, corporate lawyers, practitioners, policymakers and advanced students in law, as well as for entrepreneurs in emerging and developed markets. Joseph A. McCahery is Professor of International Economic Law at Tilburg University, the Netherlands and Professor of Financial Market Regulation, Tilburg Law and Economics Center. Levinus Timmerman is Advocate General in the Supreme Court of the Netherlands and Professor of Foundations of Company Law at the Erasmus University Rotterdam, the Netherlands. Erik P.M. Vermeulen is Professor of Business Law at Tilburg University, Professor of Financial Market Regulation, Tilburg Law and Economics Center, and Vice President at the Corporate Legal Department of Philips International B.V.

In a time of global banking and financial services, globalized money and capital markets, this is a study of German banking law and practice. The articles are designed to cover the subject and take a systematic approach. They are written by experts from authorities, banks and universities. The idea for the book was born in a conference on German and Chinese banking law, held in Beijing/China on October 6th-8th, 1997, and co-sponsored by the Law Centre for European and International Cooperation, Cologne, and the China University of Political Science and Law, Beijing. Inspired by this conference, the authors wrote their contributions in 1998 with due regard to the comparative and international legal perspective of the subject.

No government can be sustained without the ability to tax its citizens. The question then arises how can a nation do so in a way that's fair and equitable to taxpayers without distorting incentives or the allocation of resources, while simultaneously promoting economic growth and providing the state with the funds it requires to adequately address the needs of its citizens? This insightful work, featuring contributions from a stellar array of international tax experts and economists, addresses the crucial issues which developed countries will confront in the early decades of the twenty-first century: - The pursuit of tax reform. - Personal tax base: income or consumption? - Tax rate scale: equity and efficiency aspects. - Business tax reform: structural and design issues. - Interjurisdictional issues. - Controlling tax avoidance.