On December 7, 2017, final agreement was reached on the long-awaited revised bank capital rules known as Basel III. This volume presents the findings of day long symposium hosted by the Institute for Law and Finance on January 29, 2018, dedicated to explaining what has actually been accomplished, what has been left out and what it all means for financial institutions, investors and the public interest.

This book showcases the practical insights of some of Europe's foremost tax advisers and lawyers on recent case law issuing from the European Court of Justice. It also provides readers with informed analysis on how the Court may rule on future controversies impacting direct taxation.This timely and useful resource will examine each of the following topics, inter alia: CFC Legislation and Abuse of Law in the Community; free movement of capital and non-member countries; consequences for direct taxation; striking a proper balance between the national fiscal interests and the community interest; a perpetual struggle; personal income taxation of non-residents and the increasing impact of the EC Treaty Freedoms; why the European Court of Justice should interpret directly applicable Community law as a right to most-favoured nation treatment and a prohibition of double taxation; fiscal cohesion, fiscal territoriality, and Preservation of the (Balanced) Allocation of Taxing Power; what is the difference? limitation of the Temporal Effects of Judgments of the ECJ; Tax Facilities for State-induced Costs under the State Aid Rules; and EU Law and rules of tax procedure.

In recent decades, the prevailing response to the problem of unacceptable labour market outcomes in both Europe and North America - national regulation of labour standards and labour relations, coupled with collective bargaining - has come under increasing pressure from the economic and technological forces associated with globalisation. As those forces have shifted power away from national governments and labour unions and toward capital, the appropriate institutional locus of labour regulation has become hotly contested. There have been efforts to move the locus of regulation downward to smaller units of governance, including firms themselves, upward to larger units such as regional federations and international organizations, and outward to non-governmental organizations and civil society. In this volume, labour relations scholars from North America and Europe examine the efficacy of these emerging forms of labour regulation, their democratic legitimacy, the goals and values underlying them, and the appropriate direction of reform.

This book advocates a new way of thinking about mortgage contracts. This claim is based on the assumption that we currently live in a political economy in which consumer debt fulfils a social function. In the field of housing this is evidenced by the expansion of mortgage credit through which consumers are to purchase residential property as a means of social inclusion and personal welfare. It is suggested that contract law needs to adjust to this new social function in order to avoid welfare losses in terms of default, over-indebtedness, and possibly eviction. To this end, this book analyses theoretical contract law frameworks and makes concrete proposals for contract law in the EU legal order.

This book provides clear guidance on what constitutes State Aid in the area of tax law. It clearly explains the situations in which beneficial tax provisions for the taxpayer - e.g., lower tax rates for certain industries or for certain economic zones, advantageous depreciation rules, or exemptions - can be declared void by the European Commission. The difficult controlling concept of 'selectivity' of an aid is dealt with extensively. Drawing on familiarity with the practice of the Commission, as well as the jurisprudence of the General Court and of the Court of Justice, thirteen knowledgeable contributors present valuable arguments in case the Commission requires the repayment of advantages received. Among the topics and issues covered are the following: how unregulated tax incentive competition between States leads to a 'win' by one State and a 'loss' by another; the legal uncertainty attached to the Commission's decision following notification of a proposed tax incentive; the role of the Commission's Code of Conduct; calculating the amount of recovery of illegal State Aid; application of State Aid rules in the area of indirect taxation (e.g., VAT and excise duties); investment fund regimes; subnational regional aid; 'patent box' regimes; foreign source income; and taxpayers' exclusion from infringement proceedings and subsequent appeals.

The vast expansion of international trade has greatly increased the incidence of cross-border ownership of assets, both tangible and intangible. It is not uncommon, for instance, for a business to own both physical plant and intellectual property in two or more jurisdictions. Under these circumstances, it is vital for business persons and their counsel to have some knowledge of a variety of relevant domestic legal regimes, particularly in regard to available remedies. This text provides the essential details of such knowledge for 14 important commercial jurisdictions: Argentina, Belgium, Bermuda, Canada, Germany, India, Japan, Portugal, Spain, Sweden, Switzerland, Turkey, England and Wales (United Kingdom), and the US. Each country survey is presented by an experienced business law practitioner in his or her particular jurisdiction. Each chapter's coverage includes discussion of remedies under such security interests as: real estate; fixtures; movables; patents; trademarks; and industrial models and designs. Each author also explains important procedural aspects of many typical phases of ownership, including registration, transfer, sale of an ongoing concern or stock in trade, taxation, trusteeship, and injunction orders. Remedies under private international law are also considered.

Law and the Technologies of the Twenty-First Century provides a contextual account of the way in which law functions in a broader regulatory environment across different jurisdictions. It identifies and clearly structures the four key challenges that technology poses to regulatory efforts, distinguishing between technology as a regulatory target and tool, and guiding the reader through an emerging field that is subject to rapid change. By extensive use of examples and extracts from the texts and materials that form and shape the scholarly and public debates over technology regulation, it presents complex material in a stimulating and engaging manner. Co-authored by a leading scholar in the field with a scholar new to the area, it combines comprehensive knowledge of the field with a fresh approach. This is essential reading for students of law and technology, risk regulation, policy studies, and science and technology studies.

Protecting economic competition has become a major objective of government in Western Europe, and competition law has become a central part of economic and legal experience. National competition laws have long helped shape the relationship between government and the economy, and their influence has grown dramatically during the last decade. Competition law has also played a key role in the process of European integration, and is likely to do so in the future. Yet, despite its importance, images of European experience with competition law often remain vague and are sometimes dangerously distorted. This book examines that experience, analysing the dynamics of European competition law systems, revealing their impacts and assessing the political and economic issues they raise.

One of the great transitions as the Soviet Union dissolved involved the transformation of state broadcasting in Russia and the Newly Independent States. This book deals with the turmoil associated with struggles in Post-Soviet Russia: struggles for journalistic editorial autonomy, the bloody media wars between the Yeltsin government and the legislature, the role of the media in the coup, and the role of the United States, other governments and non-government organizations in shaping the new media. The story in which the media oscillates between independence and renewed modes of control.

'Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts. There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated. No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors do with range, depth, confidence and even a bit of panache. This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.' Stephen B. Presser, Northwestern University and the author of Piercing the Corporate Veil The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest allows for more risks to be taken at a lower cost. This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines limited it not only in an American context, but internationally, as the authors consider issues of limited liability in Britain, Europe and Asia. Stephen Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

This book focuses on the Asia-Pacific region, delineating the evolving dynamics of foreign investment in the region. It examines the relationship between efforts to increase foreign direct investment (FDI) and efforts to improve governance and inclusive growth and development. Against a background of rapidly developing international investment law, it emphasises the need to strike a balance between these domestic and international legal frameworks, seeking to promote both foreign investment and the laws and policies necessary to regulate investments and investor conduct. Foreign investments play a pivotal role in most countries' political economies, and in order to encourage cross-border capital flows, countries have taken various steps, such as revising their domestic legal frameworks, liberalising rules on inward and outward investment, and creating special regimes that provide incentives and protections for foreign investment. Alongside the developments in domestic laws, countries have also taken bilateral and multilateral action, including entering into trade and/or investment agreements. Further, the book explores regional investment trends, highlights specific features of Asia-Pacific investment laws and treaties, and analyses policy implications. It addresses four overarching themes: the trends (how Asia-Pacific's agreements compare with recent global trends in the evolving rules on foreign investment); what China is doing; current investment arbitration practice in Asia; and the importance of regionalising investment law in the Asia-Pacific region. In addition, it identifies and discusses the research and policy gaps that should be filled in order to promote more sustainable and responsible investment. The book offers a valuable resource not only for academics and students, but also for trade and investment officials, policy-makers, diplomats, economists, lawyers, think tanks, and business leaders interested in the governance and regulation of foreign investment, economic policy reforms, and the development of new types of investment agreements.

Dernbach and May have brought together a marvelous collection of essays that join two inseparable issues: shale gas and sustainability. Each of the 12 articles, written by important authors, together with an introduction and conclusion from Dernbach and May, offers insightful recommendations on how to explore shale gas around the globe in a sustainable way.' - Marcelo Dantas, Universidade do Vale do Itajai (UNIVALI), SC, BrazilThe rapid growth of shale gas development has led to an intense and polarizing debate about its merit. This book asks and suggests answers to the question that has not yet been systematically analysed: what laws and policies are needed to ensure that shale gas development helps to accelerate the transition to sustainability? In this groundbreaking book, more than a dozen experts in policy and academia assess the role that sustainability plays in decisions concerning shale gas development in the US and elsewhere, offering legal and policy recommendations for developing shale gas in a manner that accelerates the transition to sustainability. Contributors assess good practices from Pennsylvania to around the planet, discussing how these lessons translate to other jurisdictions. Ultimately, the book concludes that major changes in law and policy are needed to develop shale gas sustainably. Policymakers and educators alike will find this book to be a valuable resource, as it tackles the technical, social, economic and legal aspects associated with this sustainability issue. Other strengths are its clear language and middle-ground policy perspective that will make Shale Gas and the Future of Energy accessible to both students and the general public. Contributors: D.A. Brown, T. Daya-Winterbottom, J. Glazewski, B.D. Goldstein, P. Ko, B. Kolb, K.T. Kristl, J.A. 'Skip' Laitner, J. McElfish, J. Morgan, J.H. Quigley, P. Salkin, D.B. Spence, D. Stares, J. Ubinger, Jr., J. Williamson

Approaching the theme from an antitrust perspective and focusing on telecommunications and television broadcasting, this volume examines how traditional European competition law doctrines and principles can be applied to this converging sector. The application of antitrust rules to the communications sector is often one of the most controversial areas of law and policy. The shift towards a more competition law oriented form of regulation is one of the main principles inspiring the recent reform of European sectorial regulation enshrined in the 2002 Electronic Communication Package. The Package was adopted in 2002 and is in the process of being implemented throughout the Union. This monograph provides a detailed description of the new regulatory package and highlights the interplay between regulatory provisions and EC competition law. It then follows the pattern of a typical antitrust analysis containing chapters on the definition of relevant market in the sector and various forms of abuses of market power. The book also critically examines the Commission's practice and policy in the field of merger control and considers its relationship with wider regulatory policies. Finally it analyses the sector from the perspective of the "European" public interest and the changed nature of communications as a public service.

The increasing importance attached to the economic and social cohesion of the European Union since the 1980s, and the role of competition policy in achieving this objective, has special significance for the control of regional aids, given the general ban on State aid. Regional aids are considered to have the potential to contribute to economic and social cohesion and to undermine its attainment. The notion of competition policy as an instrument of economic and social cohesion has become a standard part of Commission rhetoric in defence of its actions. This book is concerned with the influence of EU competition policy on the regional policies of the Member States. It focuses on how the European Commission has interpreted the derogations from the State aid ban to enable the conduct of regional aid policies. The book takes both a historical perspective, tracing the evolution of policy, and a thematic one, examining in particular the relationship between EU competition and cohesion policies and the treatment of aid to very large projects. The author clearly demonstrates that, in reality, the competition policy control of regional aids is of much longer standing than the community's explicit regional aid policy and, in many respects, of arguably greater influence. She shows how competition policy has for almost thirty years shaped the design, scope and implementation of national regional aid policies; in no EU country has regional policy been unaffected by Commission intervention in the name of competition policy. Moreover, the policy principles developed for the EU now apply extraterritorially to members of the European Economic Area and to the current applicant countries. The study'soverall perspective is policy-oriented. It considers both the impact of Commission intervention in the past and the implications of policy for the future, especially in the context of enlargement and a wider Europe. It will be an invaluable resource for all policymakers and practitioners active in the fields of economic development, regional policy and State aid law at European, national and subnational levels.

Twenty years of experience have inevitably brought to light challenges and tensions in the enforcement of the European merger control system. Some of these challenges have been faced, some have been solved and some remain latent. This very valuable study starts from the proposition that the EU has never fully acknowledged those fundamental challenges which relate to the rationale behind merger control in Europe. The author shows how the Commission's focus on adapting the rules of merger control to the economic realities of the future business environment, although designed with a view to facilitating European integration, has compromised attainment of legal certainty, transparency and welfare enhancement. In its detailed evaluation of the 'future market structure prediction process' embedded in European merger control policy, this book approaches two rock-bottom, far-reaching questions: * In what ways does merger control promote consumer and societal welfare? * Is the Commission able to correctly predict the outcome of any given concentration transaction? These considerations take the reader through a deep and searching analysis that calls into question the very credibility and transparency of the system, leading to alternatives which promise a new clarity of purpose and procedure. The author describes how these recommendations can be integrated into the functioning framework of the European project. Taken fully into account along the way is a wide spectrum of relevant source material, including the following: * applicable articles and chapters of the founding and subsequent European Treaties; * secondary European legislation concerning competition and merger activity; * domestic competition laws; * guidelines, notices and action plans; * competition law reviews, statements of intentions; * draft legislative attempts; * speeches on the enactment and purpose of merger control; * Member States' views concerning European merger control as expressed during Council negotiations; * officially available concentration-related statistics; and * a wide-ranging literature review covering both the legal and economic sides of merger control. Throughout, the author substantiates theoretical assertions with case law examples, clearly exposing doctrines arising from such cases as Continental Can, Phillip Morris/Rothmans and the Airtours, Schneider and Tetra Laval trilogy. A unique feature of the analysis draws on the author's personal experience while working for a Brussels competition law firm. This book is a remarkable compound of academic guide to the roots and rationales of the European Merger Control System, practical guide to the day-to-day intricacies of merger control enforcement, and 'raw' guide for decision makers and merger control law enforcers. It will be of immense value in all three contexts.

Regulation of insider trading has changed dramatically in the past few years. In reaction to highly publicized insider trading scandals and the internationalization of securities markets, all European countries have recently either strengthened their existing rules (France and the United Kingdom) or implemented new rules (Denmark, Greece, the Netherlands, Belgium, Ireland, Spain, Portugal, Luxembourg and Italy). The United States continues to refine its insider trading regulations, and Japan has recently enacted legislation in this field. A a result of the increasingly international nature of insider trading, supervisory authorities throughout the world now closely co-ordinate their efforts. Drawing from the experience of law professors, governmental officials and practising lawyers, this book explores the regulations of 18 countries in Europe, the United States and Japan, as well as the EC Directive Co-ordinating Regulations on Insider Dealing and the Council of Europe's Convention on Insider Trading. The book is aimed at practising lawyers, legislators, academics and international business and finance professionals. Combining legal doctrine and practical information, it analyzes for each legal system how insider trading is defined and controlled. It also addresses other stock-related infractions and international law issues such as jurisdiction and international co-operation.

The clear objective of European law in relation to redundancy-defined in the consolidated Collective Redundancies Directive (98/59) as 'dismissals effected by an employer for one or more reasons not related to the individual workers concerned'-is to promote industrial democracy. Thus, employees enjoy a consultative role in the decision making process, and a level of protection is provided to employees who are displaced. However, specific legal criteria vary when it comes to restructuring companies in different countries. This book provides an overview of the relevant legislation regarding redundancy schemes in each of the 27 EU Member States, as well as Russia and Switzerland. Following an introductory chapter describing the European directive regarding mass redundancies, 29 country reports written by one or more experienced employment lawyers from the respective country offer overviews of relevant national legislation and case law regarding timing, information and consultation, risks, and costs, as well as practical legal guidance.The individual reports cover how each jurisdiction deals with such practical matters as the following:A* freedom of management to organise and to reorganise businesses; A* enhancement of employee rights;A* voluntary redundancy and voluntary early retirement programmes; A* circumstances where an employer is proposing to effect a change of terms and conditions of employment; A* the 'ten percent rule' model (comparing the number of redundancies proposed to the total workforce) versus the 'aggregate' model (which focuses on the total number of redundancies to be declared);A* definition of 'establishment' for the purpose of applying the consultation threshold; A* exceptions (e. g., fixed term contracts, contracts which are task related and where the task has been completed, public administrative bodies, establishments governed by public law, and the crews of sea-going vessels);A* details of local law provisions concerning employee representatives-local Works Councils, Comites d'Entreprise, trade unions, or groups specifically elected for the purpose;A* what must be covered in the consultation agenda; A* obligation on the part of the employer to make all relevant information available-e.g., reasons, number of categories of workers to be made redundant, number and categories of workers normally employed, period over which redundancies are to be effected, selection criteria, and payment; andA* notification to the relevant 'competent public authority' of the impending redundancies.This book will be enormously helpful to all who deal professionally with employment law in one or more countries in Europe. Legal counsel as well as HR directors will find it of great value in numerous situations that arise constantly in the day-to-day conduct of business.

Antitrust laws and proceedings in Europe, both at the Community and national levels, shape the European and international business landscape profoundly. It is therefore essential that business leaders and legal practitioners remain informed of the most important antitrust law developments and their effect on the business world. "Antitrust Developments in Europe, 2005" provides a comprehensive and practical commentary on the past year's major developments in EC and national antitrust law. Topics covered include: vertical restraints; horizontal agreements; abuse of market power; mergers & acquisitions; joint ventures; state aid; and policy and procedures. The insightful and concise analysis of major antitrust actions contained in this yearbook will be invaluable to antitrust legal practitioners, in-house counsel, businesspeople and others with an interest in the field. Cleary, Gottlieb, Steen & Hamilton, with one of the most sophisticated and highly-respected European antitrust law practices, has systematically and meticulously monitored antitrust developments in Europe since the early 1970s. This volume represents the combined efforts and expertise of Cleary Gottlieb's antitrust practitioners in this rapidly-changing field.