This text offers an accessible, comprehensive introduction to executive compensation law, an important legal practice field that also attracts significant political, economic, and social attention. Starting with an in-depth overview of the current economic and political debate over the pay levels of American executives, the text systematically considers the elements of executive compensation regulation, including clear descriptions of threshold tax principles such as Internal Revenue Code Sections 83 and 409A, regulation of options and other stock awards, employment agreements, proxy disclosure and other securities regulatory issues, as well as treatment of specialized areas such as compensation of executives of nonprofit organizations and financial institutions. Chapters are modular to facilitate customized use, and the book is easily adaptable for either a survey or a more detailed, higher-level class, at either the J.D. or LL.M. level.

Dieses Buch beleuchtet das Nebeneinander von Kartell- und Kapitalmarktrecht am Kapitalmarkt auf Verbots- und Sanktionsebene mit einem Fokus auf den Boersenhandel. Der Autor stellt die Anwendbarkeit des Kartellrechts abstrakt sowie an Beispielen dar. Er geht wesentlich auf die kartellrechtliche Marktabgrenzung und Einflusse der Kapitalmarktorganisation und -struktur ein. Zum Verhaltnis der Rechtsgebiete erarbeitet der Autor abstrakt und am Beispiel der Kursstabilisation, dass trotz UEberschneidungspunkten die parallele Anwendung der Rechtsmaterien geboten ist und primar Verbote vorgehen. Parallele Bussgelder misst der Autor an "ne bis in idem". Abschliessend entwickelt er einen Leitfaden fur die Prufung der kartellrechtlichen Verbote am Kapitalmarkt.

This revised corporate finance casebook updates old topics, opens up new topics, and revisits, revises and rationalizes basic materials. The introduction to basic financial economics in the first part of the book has been integrated and simplified. Where the exposition in previous editions relied heavily on excerpts from finance textbooks, this edition deletes much of that material and introduces its own textual treatment. The result is more focus on basics and a more orderly progression of points. In addition, the algebraic designations of valuation are now uniform throughout the book. Reports on practice in the chapters on long-term debt securities and convertible bonds have been updated substantially. Finally, the deal documents in the Appendix have been updated and rationalized and more effectively reflect current practice. Users will find that all of these changes can be interpolated without significant disruption of existing pedagogy. The new edition begins with Huff Fund v. CKx, one of the recent appraisal cases in which Vice-Chancellor Glasscock uses the merger price as the value measure. With CKx, the book finally has a current touchstone case on valuation to replace Atlas Pipeline, which led off in editions 1 through 4. Other new cases include Financial Guaranty Insurance v. Putnam Advisory, a synthetic securitization case accompanied by a note on the Goldman Sachs ABACUS scandal; Kallick v. Sandridge Energy, one of the ""proxy put"" cases; MeehanCombs v. Ceasar's Entertainment (currently on appeal), in which the Southern District reads teeth into the Trust Indenture Act; Third Point v. Ruprecht, the Sotheby's poison pill case; MFW Shareholders Litigation, which holds out business judgment review in a cash-out merger; Del Monte Foods Shareholder Litigation, one of the recent investment banker cases under Revlon: and Corwin v. KKR, under which a fully-informed shareholder vote trumps a Revlon claim.

Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2016 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments that impact the fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including rules implementing important provisions of the Dodd-Frank Act of 2010 and the Jobs Act of 2012 that have changed, the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.

This comprehensive guide explains the law of agency, partnership, and limited liability companies, and includes numerous references to the Restatement of the Law Third Agency and the most recent versions of the partnership and LLC statutes. The authors seek to provide concise and accurate explanations of fundamental principles in these areas of the law as well as useful applications of those principles.

The Construction Contracts Act 2013 introduces adjudication for the construction industry in Ireland for the first time. The essence of adjudication is in providing a means whereby disputes as to payment under a construction contract are resolved quickly and cheaply. The key feature distinguishing adjudication from other processes is that the money found due by the adjudicator must be paid pending the outcome of arbitration or litigation. Its primary function, therefore, is to ensure cash flow for contractors and sub-contractors. Leading construction lawyer Anthony Hussey's new book is the first to provide a section by section analysis of the Act itself, an analysis of the Code of Practice, and a discussion of the likely constitutional issues to which the legislation will give rise. This practical legal reference is aimed at all those involved in construction contract disputes, be they lawyers, architects, engineers, quantity surveyors, contractors and sub-contractors.

The topics covered in Agency, Partnership, and Limited Liability Companies are rights and liabilities between principal and agent (including agent's fiduciary duty, principal's right to indemnification), contractual rights between principal and third persons (including creation of agency relationship, authority of agent, scope of authority, termination of authority, ratification, liability on agents contracts), and tort liability (including respondeat superior, master-servant relationship, scope of employment). Also included are property rights of partner, formation of partnership, relations between partners (including fiduciary duty), authority of partner to bind partnership, dissolution and winding up of partnership. Formation, operation, and dissolution of limited partnerships and limited liability companies, as well as mergers and conversions of these entities, are also covered.

This Black Letter Outline is designed to help a law student recognize and understand the basic principles and issues of law covered in a Corporations Law course. Black Letter Outlines can be used both as a study aid when preparing for classes and as a review of the subject matter when studying for an examination. Each Black Letter Outline is written by experienced law school professors who are recognized national authorities in their subject area.

This book seeks to educate and equip aspiring professionals, industry practitioners, and students in the knowledge and practice of contract administration and procurement in the Singapore Construction Industry. It discusses the roles of and relationships between the different parties (e.g. Owner, Architect, Quantity Surveyor), tendering procedures, project delivery methods, payments, variations, final account, and other aspects for the administration of construction contracts in Singapore.This second edition has been updated to include:The book is written in an easy and readable form. Technical jargon is minimised. The topics include both common and less common issues in industry that practitioners and students should be aware. Most of the examples are obtained from industry (with modifications) and reflect current practices. Timelines, flowcharts, sample forms, sample letters, and other documents illustrating the processes are provided in this work, for the easy understanding of the readers.The contract administration process takes into account the Singapore Institute of Architects' Measurement Contract (9th Edition), the Public Sector Standard Conditions of Contract for Construction Works (7th edition), and also the Building and Construction Industry Security of Payment Act.

This book seeks to educate and equip aspiring professionals, industry practitioners, and students in the knowledge and practice of contract administration and procurement in the Singapore Construction Industry. It discusses the roles of and relationships between the different parties (e.g. Owner, Architect, Quantity Surveyor), tendering procedures, project delivery methods, payments, variations, final account, and other aspects for the administration of construction contracts in Singapore.This second edition has been updated to include:The book is written in an easy and readable form. Technical jargon is minimised. The topics include both common and less common issues in industry that practitioners and students should be aware. Most of the examples are obtained from industry (with modifications) and reflect current practices. Timelines, flowcharts, sample forms, sample letters, and other documents illustrating the processes are provided in this work, for the easy understanding of the readers.The contract administration process takes into account the Singapore Institute of Architects' Measurement Contract (9th Edition), the Public Sector Standard Conditions of Contract for Construction Works (7th edition), and also the Building and Construction Industry Security of Payment Act.

The topics covered in this outline include types of commercial paper, negotiability, negotiation, holders in due course, and claims and defenses on negotiable instruments, including real defenses and personal defenses. Also discussed are liability of the parties (including merger rule, suits on the instrument, warranty suits, and conversion), bank deposits and collections, forgery or alteration of negotiable instruments, and electronic banking.

This book provides an overview of federal whistleblower and anti-retaliation laws. In general, these laws protect employees who report misconduct by their employers or who engage in various protected activities, such as participating in an investigation of filing a complaint. In recent years, Congress has expanded employee protections for a variety of private-sector workers. Eleven of the forty laws reviewed in this book were enacted after 1999. Among these laws are the Sarbanes-Oxley Act, the FDA Food Safety Modernization Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. This book focuses on key aspects of the federal whistleblower and anti-retaliation laws. For each law, the book summarises the activities that are protected, how the law's protections are enforced, whether the law provides a private right of action, the remedies prescribed by the law, and the year the law's whistleblower or anti-retaliation provisions were adopted and amended.

This text places the law of secured transactions within the context of debt collection, comprehensively explains the scope of UCC Article 9 including its exclusions, and provides an in-depth description of the Article 9 rules regarding attachment, perfection, and enforcement of security interests and agricultural liens with many examples.

This study aid includes eight comprehensive sample examinations, each containing 25 questions. Each exam covers both the basics and the intricacies of Article 9 of the Uniform Commercial Code. The detailed answer keys identify the best answer choice, explain why it is the best, and explain why the other answers are not better. This detailed analysis allows students to sharpen their skills and deepen their understanding of secured transactions.

This book assesses the Statute for a European Cooperative Society (SCE) regarding agricultural activities by comparing how specific questions arising in this context must be dealt with under the Italian and Austrian legal systems. In this regard, Council Regulation (EC) No. 1435/2003, of 22 July 2003, on the Statute for a European Cooperative Society (SCE), is used as a tool for the structured analysis of various aspects of agricultural cooperatives. However, a comparison is only meaningful if the results are made comparable on the basis of a previously defined standard. Accordingly, the study uses, on one hand, a cooperative model developed by European legal scholars that defines general guidelines on how cooperatives should function (PECOL). On the other, the results are presented in connection with economic considerations to discuss how efficient rules can be developed.

This book provides a dual benefit to law students who, to become licensed lawyers, have to pass both a law school exam in a legal ethics course and the Multistate Professional Responsibility Examination (MPRE). To help prepare students for law school examinations, this book includes pages of text, numerous outlines, bullet points, sample essay questions and answers, and mini-checklists to teach the basics and fine points of professional responsibility.