Law and the Financial System: Securitization and Asset Backed Securities provides students and practitioners with a comprehensive source of materials and references for understanding the process and issues that surround the conversion of illiquid financial assets into tradable securities. The book begins with an overview of the financial system and the place of securitization in the system. The book focuses on the process and law of securitization and is derived largely from Tamar Frankel's treaties, Securitization (2nd ed. 2005). The book concludes with a global view of securitization and an assessment of the impact and future of securitizing financial assets. The legal text is enhanced with case studies and simulation exercises that bring context and practical application to the subject. Study questions covering law, business and public policy provide students with an opportunity to discuss and debate areas where answers are complex and often indeterminate. Simulation exercises enable students to test their own ideas with their peers using real world examples. The book can be used as a stand alone course on securitization or as a supplementary text for courses on financial regulation. Practitioners will find the book a useful desk reference. This is the second book co-authored by Mark Fagan and Tamar Frankel. The first was "Trust and Honesty in the Real World" (2007). About the authors: Tamar Frankel authored Fiduciary Law (2008), Trust and Honesty, America's Business Culture at a Crossroad (2006), Securitization (2d.ed 2006), The Regulation of Money Managers (2d ed. 2001 with Ann Taylor Schwing), and more than 70 articles. A long-time member of the Boston University School of Law faculty, Professor Frankel was a visiting scholar at the Securities and Exchange Commission and at the Brookings Institution. A native of Israel, Professor Frankel served in the Israeli Air Force, was an assistant attorney general for Israel's Ministry of Justice and the legal advisor of the State of Israel Bonds Organization in Europe. She practiced in Israel, Boston and Washington, D.C. and is a member of the Massachusetts Bar, the American Law Institute, and The American Bar Foundation. Mr. Fagan's research centers on the role of regulation in competitive markets. He has written about the impact of deregulation in the financial, transportation and electricity sectors. He teaches courses and guest lectures at Boston University School of Law and at Harvard Kennedy School. He has been a frequent seminar speaker at Harvard Kennedy School's Mossavar-Rahmani Center for Business and Government; recent topics include the subprime disaster, securitization, Ponzi schemes, and financial bubbles. Mark Fagan is a founding partner of Norbridge, Inc. a general management consulting firm. He works with clients in the transportation, telecommunications and utility industries as they grapple with increasing shareholder value in a deregulated world. Prior to Norbridge, he was a Vice President of Mercer Management Consulting.

This book explores the often neglected, but overwhelmingly common, everyday vulnerability of those who support the smooth functioning of contemporary societies: paid domestic workers. With a focus on the multiple disadvantages these - often migrant - workers face when working and living in Europe, the book investigates the role of law in producing, reinforcing - or, alternatively, attenuating - vulnerability to exploitation. It departs from approaches that focus on extreme abuse such as 'modern' slavery or trafficking, to consider the much more widespread day-to-day vulnerabilities created at the intersection of different legal regimes. The book, therefore, examines issues such as low wages, unregulated working time, dismissals and the impact of migration status on enforcing rights at work. The complex legal regimes regulating migrant domestic labour in Europe include migration and labour law sources at different levels: international, national and, as this book demonstrates, also EU. With an innovative lens that combines national, comparative, and multilevel analysis, this book opens up space for transformative legal change for migrant domestic workers in Europe and beyond.

Bringing together scholars from across the globe, this timely book astutely untangles the climate-food web and critically explores the nexus between climate change, agriculture and law, upon which food security and climate resilient development depends. Focusing through the lens of various domestic and international legal systems, this book addresses conceptual notions such as 'systems thinking' and climate change governance, as well as practical matters such as payments for ecosystem services and government subsidies for biofuels. Concerning itself with the vulnerability and resilience of both people and agro-ecosystems, it shows how climate action can yield high returns for agriculture as the primary source of economic activity for poor populations. Far reaching, this book also explores under-researched areas, including the linkages between invasive species law, climate change and agricultural law and the underlying dynamics of agroecosystem vulnerability. Assessing the strengths and weaknesses in existing agricultural laws and policies, it assesses new and innovative tools for addressing climate change mitigation and adaptation in the agricultural sector, before laying out a future research agenda. Scholars in the fields of climate change law, land use and agricultural law will find this key publication essential reading, as will practitioners desiring a deeper understanding of the agriculture and climate change nexus. Contributors include: R.W. Adler, M.J. Angelo, R.M. Bratspies, A. Cosby, L.H. Gunderson, C. Haberli, K.H. Hirokawa, A. Kennedy, R. Kibugi, E. Le Gal, P. Martin, M. Nowlin, A. Odoemene, J.P. Pietrafesa , P.A. Pietrafesa, J.B. Ruhl, S. Sauer, E. Spiegel, J. Verschuuren

Emissions trading systems have come to the fore as the most economically efficient mechanisms that can be employed to bring about an optimal greenhouse gas reduction goal. Even though much has been written about the advantages and disadvantages of these systems, one element of crucial importance - emission allowance allocation - has not been considered in adequate depth until the present study. Such an analysis takes on increased importance as it seems likely that market-based auctioning will become the default allocation method throughout the EU under a proposed amendment to the Emissions Trading System (ETS) established by Directive 2003/87/EC. Taking a law and economics approach - that is, using a combined perspective of industrial economics and legal analysis - this important book examines the potential for anticompetitive distortion that may result from auctioning emission allowances. Among the issues investigated in depth are the following: * whether the current setup of the EU ETS fosters allocative efficiency or whether this allocative efficiency is hindered by legal impediments or constraints; * whether EU competition law can serve to remedy anticompetitive effects stemming from Member State actions taken pursuant to Directive 2003/87/EC; * which allocation formats are most desirable from an allocative efficiency and environmental effectiveness point of view; * the importance of initial allocation and adjustment of out-of-equilibrium situations under the amended ETS; * whether auctioning allowances serves the attainment of market equilibrium even in the continuing presence of 'polluter havens'; * the effect of the ECJ's so-called 'joint application jurisprudence' on the ETS; and * the allocation of allowances from a state aid perspective. The book provides both a coherent typology of emission allowance allocation mechanisms and the main characteristics of the present emissions trading system, setting the gained insights into a broader perspective. It examines how various assignment mechanisms deal with issues such as price determination, allocative efficiency and environmental effectiveness. It considers how market-based allocation mechanisms compare with administrative allocation mechanisms, particularly those based on the widely applied grandfathering method. And perhaps most important - and of especial value to practitioners and policymakers - it identifies the auction design challenges that must be addressed by the Commission in its implementing regulation due by 30 June 2010.

The law of foreign investment is at a crossroads. In the wake of an unprecedented global financial crisis and a sharp surge of investment arbitration cases, states around the world are reflecting on the pros and cons of the current liberal investment regime and exploring new ways ahead. This book brings together leading investment lawyers from more than 20 main jurisdictions of the world to tackle the challenge of producing a first comparative study of foreign investment law. Based on the General and National Reports presented at the 'Protection of Foreign Investment' Session at the 18th International Congress of the International Academy of Comparative Law (Washington DC, July 2010), the book is a unique resource for investment lawyers. Part I of the book presents a comparative overview of key aspects of foreign investment protection in the world today, including admission, investment contracts, treatment standards, tax regime and incentives, performance requirement, property and expropriation, monetary transfer and dispute settlement. Part II presents in-depth and detailed accounts of the investment laws of more than 20 jurisdictions, including Argentina, Australia, Canada, China, Croatia, Czech Republic, Ethiopia, France, Germany, Greece, Italy, Japan, South Korea, Macau, Peru, Portugal, Russia, Singapore, Slovenia, Turkey, the UK and the USA. The book will be an invaluable guide to legal and business communities with an interest in the law and practice of foreign investment in the world in general and in these jurisdictions in particular.

What are the legal limits of the European Community's competence in the matter of company law? As many company law instruments have already emerged as a result of the European Commission's Action Plan to Modernize Company Law of May 2003 and various new modernization instruments are still expected to follow, this question has become particularly important. In case an EC company law instrument is in breach of the above limits, its legality may be challenged before the European Court of Justice; significantly, since adoption of the Action Plan the Court of Justice has indeed issued several rulings on the lawfulness of such instruments. This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre- and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. Among the specific elements covered are the following: * the freedom of establishment for companies; * free movement of capital; * transfer of a company's seat; * cross-border conversions; * cross-border merger operations; * recognition of companies; * the breakthrough rule on takeover bids; * the mandatory bid; * shareholder rights; * minimum capital requirements; * Community legal forms of enterprise; and * regulatory competition. Modernization of European Company Law and Corporate Governance will be welcomed by lawyers, academics and policymakers for a variety of reasons - as the clearest analysis available of the ongoing impact of the Action Plan, as a practical investigation of the interface between company law and EC law, and as a point of departure for investigation on the limits of competence in such related fields as EC contract law and EC securities law.

This book results from a conference held in Singapore in September 2009 that brought together distinguished lawyers and economists to examine the differences and similarities in the intersection between intellectual property and competition laws in Asia. The prime focus was how best to balance these laws to improve economic welfare. Countries in Asia have different levels of development and experience with intellectual property and competition laws. Japan has the longest experience and now vigorously enforces both competition and intellectual property laws. Most other countries in Asia have only recently introduced intellectual property laws (due to the Trade-Related Aspects of Intellectual Property Rights (TRIPS) Agreement) and competition laws (sometimes due to the World Bank, International Monetary Fund or free trade agreements). It would be naive to think that laws, even if similar on the surface, have the same goals or can be enforced similarly. Countries have differing degrees of acceptance of these laws, different economic circumstances and differing legal and political institutions. To set the scene, Judge Doug Ginsburg, Greg Sidak, David Teece and Bill Kovacic look at the intersection of intellectual property and competition laws in the United States. Next are country chapters on Asia, each jointly authored by a lawyer and an economist. The country chapters outline the institutional background to the intersection in each country, discuss the policy underpinnings (theoretically as well as describing actual policy initiatives), analyse the case law in the area, and make policy prescriptions.

In most capital markets, insider trading is the most common violation of securities law. It is also the most well known, inspiring countless movie plots and attracting scholars with a broad range of backgrounds and interests, from pure legal doctrine to empirical analysis to complex economic theory. This volume brings together original cutting-edge research in these and other areas written by leading experts in insider trading law and economics. The Handbook begins with a section devoted to legal issues surrounding the US's ban on insider trading, which is one of the oldest and most energetically enforced in the world. Using this section as a foundation, contributors go on to discuss several specific court cases as well as important developments in empirical research on the subject. The Handbook concludes with a section devoted to international perspectives, providing insight into insider trading laws in China, Japan, Australia, New Zealand, the United Kingdom and the European Union. This timely and comprehensive volume will appeal to students and professors of law and economics, as well as scholars, researchers and practitioners with an interest in insider trading. Contributors: K. Alexander, S.M. Bainbridge, L.N. Beny, S.F. Diamond, J. Fisch, J.M. Heminway, M.T. Henderson, N.C. Howson, H. Huang, K. Kendall, S.H. Kim, T.A. Lambert, K. Langenbucher, D.C. Langevoort, H.G. Manne, M. Nelemans, A. Padilla, A.C. Pritchard, J.M. Ramseyer, M.C. Schouten, H.N. Seyhun, A.F. Simpson, J.W. Verret, G. Walker

This work contains the full text of the papers given at the first Tax Law History Conference in Cambridge in September 2002 and organised by the Cambridge Law Facultys Centre for Tax Law. The papers ranged widely from the time of King John to the 20th century,from Tudor Englands Statute of Wills to the American taxes on slaves, from Hong Kong, Australia and Israel. The sources ranged from the Public Record office to the bowels of Somerset House. The topics ranged from the tax base through tax administration to tax policy making as well as providing detailed accounts of the UKs remittance basis of taxation and the Excess Profits Duty of the First World War. All students of tax law and tax history will want to read these papers by an international team of leading scholars in tax law and history.

In recent years it has become clear that many businesses, motivated by avoiding the rigidity and the price tag associated with labour law and social security, have succeeded in eroding the protection of labour law by creating numerous categories of workers classified as non-employees. In 1996 the International Labour Organisation (ILO) adopted Recommendation 198, which asks its Members to undertake action to reduce 'disguised' employment relationships, with the goal of ensuring that those actually working in an employment relationship are actually given the corresponding legal status. Though these are - from a legal approach - two conceptually different phenomena, they are closely related from a social policy point of view. In order to make a substantial contribution to the discussion on these developments a group of noted European labour law scholars has undertaken the research assembled in this book, recommending labour law reforms based on a close examination of existing conditions. The eight authors analyse measures and legal instruments offered by the European Union and the ILO to cover persons performing personal work, as well as specific developments in Belgium, France, The Netherlands, Poland, Germany, and the United Kingdom. In each case they describe viable ways in which categories of persons not treated as employees can be brought under the protection of labour law and how the distinction between employees and self-employed can become more clear. In a concluding final Chapter comparative conclusions are drawn on the basis of this study and recommendations are given to the EU, the ILO and the individual Member States. Among the specific issues covered are the following: * redefining the subordination criterion; * the role of the courts; * determination of the contract of employment; * forms of labour involving more than two contracting parties (e.g., employment agency arrangements); * the legal position of temporary workers; * 'employee-like' persons, e.g., home-workers or commercial representatives; * the 'bogus' self-employed; * introduction and effect of legal presumptions in labour law and/or social security; * developing uniform criteria for the employment relationship; * criteria for identifying self-employed but economically-dependent workers; * extension of protection of labour law to persons other than employees or the self-employed; and * social rights applicable to all work contracts irrespective of their formal qualification; * floor of core rights. This study seriously contributes toward overcoming the reluctant and piecemeal measures commonly taken to extend the protection of the employment contract. Although the authors acknowledge the continuing tension between labour law protection and the need for a flexible workforce, they also recognize the positive effects of best practices that lead to more certainty, fewer disputes, and clear (but still flexible if necessary) agreements. The book will be warmly welcomed as a signal contribution to addressing what one labour law scholar has called 'the most important industrial relations issue of our time.'

With the advent of globalization--where corporate organizations and the commercial relations that accompany them are argued to be becoming increasingly transnational--the locus of powers, authorities, and responsibilities has shifted to the global level. The nation-state arena is losing its capacity to regulate and control commercial processes and practices as a transformational logic kicks-in, associated with new forms of global rule-making and governance. It is this new arena of global rule-making that can be considered as a surrogate form of global constitutionalization, or "quasi-constitutionalization." But as might be expected, this surrogate process of constitutionalization is not a coherent system or set of rounded outcomes but full of contradictory half-finished currents and projects: an "assemblage" of many disparate advances and often directionless moves--almost an accidental coming together of elements. It is this assemblage that is to be investigated and unbundled by the analysis of the book.
The book discusses governance, law, and constitutional matters in the context of international corporate constitutional governance. It examines how and why the business world, commercial relations, and company activities have increasingly become subject to legal and constitutional forms of regulation and governance at the international level. It analyzes how we should characterize the process that has seen the international corporate arena increasingly subject to juridical and constitutional-like regulatory initiatives and interventions and whether this amounts to a new attempt to subject international commercial relations to the "rule of law" and, indeed, to rule the world through these very means.

With the expected rise in the global total of ultra-wealthy individuals, and the trillions of dollars and family businesses predicted to change hands over the next two decades, the considerable challenges involved in managing and transitioning 'surplus' wealth are set to multiply rapidly, affecting a much larger number of families and family members. Family governance, which refers to the structures and processes families use to organise themselves and guide their relationship with their wealth, is a key tool in the transition of ownership and wealth between the generations, but it is neither well understood nor explained, particularly in the context of surplus wealth. Family Governance and Surplus Wealth: Sustaining Family Fortunes, written by Russell Prior, an experienced consultant and adviser in Family Governance, Family Enterprise Succession and Philanthropy, de-mystifies the topic and shows advisers and families how governance can assist with the challenges of managing and transitioning surplus wealth. It covers the characteristics and challenges of surplus wealth, why wealthy families need family governance and how family governance can help families with the successful transition of surplus wealth between the generations. Key takeaways include: Understand the need for a sense of shared purpose between the generations for surplus wealth and family enterprises, so it can succeed into future generations; Determine ownership and leadership succession within the family enterprise; Manage the balance of power and decision-making in and between the generations; Prepare the younger generation for their role in a family with surplus wealth; Prepare the older generation to let go of some responsibilities but show them how to take up new reins within the family; Balance the interests of family members managing the family wealth or enterprise with those who do not, and with non-family members involved in the management of the wealth of business; and Understand how major decisions can be taken within a complex family wealth structure or a family enterprise. This title will be important reading and reference for all practitioners advising ultra-wealthy individuals and business families, including family business advisers, private bankers, lawyers, accountants, and financial advisers. It will also be of significant interest to ultra-wealthy family members and family office leaders.

The success of computer programs often depends on their ability to interoperate A- or communicate A- with other systems. In proprietary software development, however, the need to protect access to source code, including the interface information necessary for interoperability, is of vital importance. This apparent conflict gives rise to a complex interaction between copyright law and competition law, as the strong need for interoperability in computer programs affects both innovation and competition. This important book offers the first in-depth analysis of the current respective copyright and competition law approaches to interoperability. With respect to copyright law, the book offers an in-depth analysis of how copyright law has been applied to computer programs, how this form of protection affects interoperability, and how the European Software Directive A- including its interpretation by courts in Member States A- aims to facilitate interoperability. With respect to competition law, the author critically analyzes the application of Article 102 of the TFEU to refusals to supply interface information, including a discussion on the tension between copyright and competition law. The author also examines the substantial body of U.S. case law and accompanying literature on the interplay between copyright law, software and interoperability. Based further on a comparison with relevant ex-ante interconnection rules in European design protection law and telecommunications law, the author advances several recommendations aimed at facilitating interoperability in software copyright law. Three interrelated approaches combine to convey an integrated and immediately accessible understanding of the subject: A { how interoperability affects the balance between innovation and free competition in software; A { which of two regimes A- copyright law or competition law A- should primarily be concerned with striking this balance as affected by interoperability; and A { which particular instruments are suitable to approach this problem within these respective regimes. Because of the in-depth analysis of the software interoperability problem with related legal disciplines in both Europe and the United States, and due to the clarity of the presentation, this will be welcomed as a valuable resource by practitioners, jurists, and academics concerned with copyright protection of computer software, interoperability and the interaction between copyright and competition law.

Countries eliminate the burden of double taxation for their taxpayers who engage in cross-border business activities by negotiating tax treaties with other countries. In the case of developing countries, tax treaties are often entered into with the additional purpose of attracting foreign investment as a path towards development. It is not clear, however, what role such agreements play in a country's development efforts.

An established authority in the field, this is the core reference work for practitioners on electronic communications in the European Union. Giving insight into the regulations, the work provides a thorough analysis of the competition rules and regulatory framework applicable to electronic communications networks and services within the European Union. Electronic communications encompass all forms of electronic transmission of information, including telecommunications, broadcasting, and the internet. This second edition is updated to reflect the new regulatory package which has made changes to some of the fundamental mechanisms. A brand new section on data protection also features, giving an authoritative account of the legislation in the important new area of privacy protection in electronic networks. Detailed coverage of the recent case law of the Europan courts is provided including the European Commission's cases on the coordination mechanism for the relations between national regulatory authorities. The author team provides a wealth of expert knowledge on both regulation and general competition law, combining the first hand experience of Peter Rodford and rigorous academic analysis from Paul Nihoul. Peter Rodford is a former Head of the European Commission unit responsible for regulatory policy in electronic communications and took part on behalf of the Commission in the recent negotiation with the European Parliament and Council on the amendments to the EU regulatory framework.

One of the major shortcomings of the current drug discovery and development process is the inability to bridge the gap between early stage discoveries and pre-clinical research to advance innovations beyond the discovery phase. This book examines a novel drug discovery and development model where the respective expertise of academia and industry are brought together to take promising discoveries through to proof of concept as a way to de-risk the drug discovery and development process. Expert author Helen Yu explores integrated drug discovery by analyzing the intersection of intellectual property law and competition law and discusses the role of stakeholders in efficient translation and commercialization of publically funded research. Considering the transactional risks associated with drug discovery and development, this book advocates for a greater emphasis on contractual freedom and economic efficiency when assessing collaborative partnerships between industry and public research organizations. This standout book bridges the gap between theoretical research and legal practice by providing a research-based applied perspective on university-industry collaborations in drug discovery and development. Achieving Proof of Concept in Drug Discovery and Development has an international appeal, especially in countries actively involved in drug discovery and development, such as the United States, the United Kingdom, Switzerland, Germany, Japan, India and China. Organizations and associations in the drug discovery and development field would likely be interested in reading a book that provides a research-based applied perspective as well.

This edition of the Comparative Law Yearbook of International Business provides ageneral examination of issues vital to the world's economic recovery. In the field ofcompany law, practitioners examine changes in Russia's corporate law and the newUkrainian law governing joint-stock companies. In the area of competition law, lawyersreview Serbia's and Bulgaria's new laws on the protection of competition and theprivate enforcement of Articles 101 and 102 in Europe's national courts.Dispute resolution occupies two chapters, one dealing with best practices for draftingarbitration clauses and the other set aside, recognition, and enforcement of privatecommercial arbitration awards. A further two chapters treat employment and labormatters relating to distribution and commercial representation, indemnity upontermination, and processing personal data in the employment context in Hungary. Inthe area of financial services, practitioners from five jurisdictions deal with fiduciaryduty, the European Commission's proposed Directive on Alternative InvestmentFund Managers, Swiss disclosure rules on significant shareholdings, restructuringand refinancing routes for mortgage-secured debt in Spain, and insurance laws andregulations in Nigeria. Foreign investment is examined by two authors, reporting on2008 and 2009 developments in investment treaty disputes and foreign investmentin Indonesia. Intellectual property issues are reviewed in chapters relating to the useof intellectual property as collateral in secured financing and intellectual propertylicensing in Canada. Finally, lawyers treaty a variety of other issues, including the taxlaw of Liechtenstein, European Union-Israel trade in the automobile sector, insolvencyrisk and creditors' rights in Peru, the modernizing of trust law in Hong Kong andbridging cultural differences in international transactions.