Market and competition authorities operate in a complex environment with conflicting stakeholder demands. Balancing the various interests of the authority and stakeholder in an objective and impartial manner is strategic to achieving the goals of the legislation imposed. In a fresh approach examining the actions of an authority when a regulation is applied, Annetje Ottow argues the vital importance of the behaviour of authorities, focusing on five fundamental good agency principles: legality, independence, transparency, effectiveness, and responsibility, or, LITER. These principles provide agencies and those reviewing their actions with a framework for agency design and action. Combining theory and practice to provide insight into agencies' organization and behaviour, this book outlines and analyses behavioural issues using an ecosystemic method, addressing how independent agencies should be assessed, and which principles should apply. Using cases from the Netherlands and the UK, Ottow examines the key processes of authorities against the LITER principles, and opens the debate on 'how to regulate the agency'.

The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies. More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value. This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.

Equivalence in Financial Services offers a comprehensive and cross-industry examination of the rules and procedures under EU financial legislation dedicated to third-country market actors. The equivalence regime has become particularly topical after Brexit, as the United Kingdom is now a third country from the perspective of the European Union. This book investigates whether the current equivalence system is fit for its purpose, namely facilitating cross-border finance while minimizing as extensively as possible financial risks. After describing how the European Commission adopts equivalence measures, the book examines the implementation of the equivalence regime for the following entities: Credit Rating Agencies, Benchmarks, Trading Venues, Investment Firms, Investment Funds, Central Securities Depositories, Trade Repositories, and Central Counterparties. Addressing the most recent policy and legal developments, Equivalence in Financial Services provides an insightful guide into this complex area of financial regulation for scholars of financial regulation, legal practitioners, and policy makers.

This book presents a systematic and contextualised account of Chinese securities and capital markets law, giving readers nuanced and practical understandings of law and practice in this field in China. It is structured to cover topics specific to foreigner investors in China such as foreign investment enterprises and cross-border mergers and acquisitions in China. The cultural and political background to doing business in China is very significant when seeking to understand the current law in the country and it can be difficult to access information on that background. This book provides an explanation of the law and practice by setting the current law in the context of its development. Part I of the book provides an overview of the capital markets in China, a contextual discussion of the market development and its characteristics, and a critical analysis of the regulatory framework and possible reform routes. Part II is dedicated to the regulation of securities offerings and listings in China. It looks at both government approval requirements and information disclosure requirements. Part III addresses the securities enforcement structure comprising the government regulator and self-regulatory bodies such as stock exchanges. It examines various forms of market misconduct including market manipulation and insider training. Part IV focuses on mergers and acquisitions in China. It discusses domestic takeovers and cross-border mergers.

This book is the only analysis of the legal regime governing collective investments in the important financial centre of Luxembourg. Written by expert practitioners from a leading funds practice, it provides a detailed, comprehensive, and practical account of the regulation and operation of investment funds under Luxembourg law. Beginning with a definition of undertakings of collective investment funds and a description of the background to the relevant legislation, the authors go on to provide a detailed account of how undertakings for collective investments are classified and how they operate in practice. Covering all relevant EU Directives including the UCITS Directives, Prospectus Directive, MiFID, and the Savings Directive, the authors also consider the application of these Directives under Luxembourg law. The latest developments on the AIFM Directive are also addressed. A comprehensive and systematic account, this new edition is an important reference source for all practitioners and investment managers regularly dealing with Luxembourg investment funds, as well as providing an exceptional introduction to this area of the law.

Emerging market countries are currently facing the dual challenge of incorporating transnational regulations into their societies while building their own versions of regulatory capitalism. This raises a multitude questions and challenges. Will the diffusion of international public and private regulations of developed countries, benefit a few and marginalize less developed countries? Or, can these regulations foster transnational public-private experiments to improve local regulatory capacities and social conditions? What kinds of strategies might facilitate or impede both transnational regulatory integration and local institutional upgrading? This book offers a fresh perspective in reconciling the seemingly incompatible goals of transnational integration and development. It offers a new analytical framework and a set of case studies that help forge a comparative analysis of integration and development. It offers both the identification of the mechanisms that can foster lasting transnational integration settlements and broad based domestic institutional and economic upgrading. This multidisciplinary study draws on current research from many leading scholars. They analyse issues in a variety of regions around the world and in industries and domains ranging from food safety, manufacturing, telecommunications, finance, as well as labour and environmental rights. The chapters reveal concrete lessons for scholars and practitioners alike, around the different roles and strategies that governments, the multilaterals, firms, and NGOs can take, to facilitate the integration of international standards, improve domestic institutions, and expand the benefits to a great variety of local groups.

The European Union and Global Financial Regulation examines the influence of the European Union (EU) in regulating global finance, addressing several inter-related questions. Why does the EU 'upload' international financial regulation in some cases, 'download' it in other cases, and 'cross-load' either actively or passively in other instances? Has this changed over time, especially after the third stage of Economic and Monetary Union and the completion of the single financial market, or after the global financial crisis? Under what conditions is the EU more or less likely to upload, download or cross load rules? Through which mechanisms does this take place? Overall, does the EU act as a pace setter in regulating global finance, or is it mainly a follower? Why? The key explanatory variable used in this research is the concept of 'regulatory capacity', applied to the EU and the US, distinguishing between 'strong' and 'weak' regulatory capacity. The influence of the EU in global financial regulation depends on the combinations of EU and US regulatory capacities. When EU regulatory capacity is weak and US regulatory capacity is strong, the US will mainly upload its domestic rules internationally and/or actively cross load them to the EU, whereas the EU will mainly download international rules. When the EU regulatory capacity is strong and US regulatory capacity is weak, the EU is able to upload its rules internationally and/or actively cross load them to third countries. When the EU and the US regulatory capacities are weak, private sector governance prevails. When the EU and US regulatory capacities are strong, both jurisdictions seek to upload and cross load their domestic rules.

This work on the law of pension trusts comprehensively fills a gap in the provision of good commentary on pensions law, both from a practical and scholarly perspective. Responding to a paucity of up-to-date publications in this area, David Pollard provides the most detailed treatment available of trust law as it relates to occupational pension schemes. The book provides answers to difficult problems in pensions law often not covered by statute, including trustees' obligations to employers, how spouses and dependents rank as beneficiaries and implied duties owed by employers. Pollard deals with the issues of most concern to practitioners in pensions law, including trustees' investment and amendment powers, and trustee investment duties. This practical guidance is supported and enhanced by incisive academic analysis. Written by a leading pensions practitioner, this book is a must have for all practitioners and scholars in the field.

This book brings together thought leadership from academia and leading figures in asset management in key global jurisdictions, to pool together insights regarding the transformative visions and challenges for modern investment management, as well as best practices that realise the policy objectives in regulation and soft law. The world of investment management is being challenged by new legal, regulatory and soft law developments to demonstrate that their practices cohere with the long-term needs of the saving population as well as public interest needs in financing global sustainability and social development. The chapters in this book uniquely bring together the views of academia and practice on the key developments that can transform the law and practice of investment management, including the EU's new sustainable finance reform package, the UK Stewardship Code 2020, and developments in the US regarding the fit between fiduciary law for investment management and modern sustainability concerns. The book brings together the best of both worlds-critical thoughtful perspectives from academia and qualitative insight from the investment management industry. It will be of interest to researchers in law, investment management, business and management, practitioners in the investment management industry and their legal advisers, and policy-makers in the EU, UK and beyond who are grappling with the appropriate governance paradigms for bringing about more sustainable outcomes globally.

This book is the first of its kind in focusing on the enforcement of corporate and securities laws, both public and private, which is a relatively understudied but critically important issue for the development and health of global capital markets. The book has a special focus on the young system coming into being in the People's Republic of China (PRC), but also examines the enforcement of corporate and securities laws across the globe and across different legal and political systems from an in-depth comparative perspective. This single volume assembles a veritable 'dream team' of contributors who are amongst the very best scholars and legal specialists in the many national jurisdictions covered in the book. Hence, it is of significant value to corporate and securities regulators, judicial officials, prosecutors, litigation specialists, corporate counsel, legal and economic policymakers, scholars, think tanks, students, and investors alike.

This book provides the first comprehensive examination of the regulation of the money market fund sector. In consideration of the current regulatory uncertainties in the sector, this book provides practical help to legal and market practitioners by setting out regulations governing money market funds in the EU and in the US. Providing a comparative approach, analyzing the regulatory environment in the EU and in the US, the book outlines what is required to determine portfolio management and regulatory compliance issues. In doing so, it determines whether a particular analytical approach is sufficiently credible vis-a-vis comparative benchmarks, which is increasingly pivotal in the contemporary setting of the global financial market. Contributing authors offer their interpretations of legal rules and relevant guidelines as well as commentaries, checklists, and practice examples. Divided into three parts; parts one and two cover money market fund development and regulation in the EU and in the US, respectively. Part three provides a comparative analysis of US and EU regulatory models, money market fund ratings, money market funds outside the US and EU and systemic risk regulation. Given the current issues surrounding money market fund regulation, this book is a vital and timely resource offering a comprehensive comparative analysis and rigorous account of money market funds on both sides of the Atlantic.

The topic of this book is the external action of the EU within international economic law, with a special focus on investment law. The aim of the volume is to provide the reader with an appraisal of the most recent trends and developments that have characterised a field that has been rapidly evolving and in which the EU has imposed itself as a leading actor. The book is aimed at academics, practitioners and graduate students as well as at EU officials and judges, all of whom should find the subject matter discussed useful for keeping updated on a scholarly discussion of relevance to case law. Mads Andenas is Professor of Law at the Faculty of Law of the University of Oslo in Norway. Luca Pantaleo is Doctor of Law and Senior Lecturer in International and European Law at The Hague University of Applied Sciences in The Netherlands. Matthew Happold is Professor of Law at the Universite du Luxembourg in Luxembourg. Cristina Contartese is Lecturer in Law at the European Law and Governance School in Athens, Greece.

This index volume completes the Max Planck Encyclopedia of Public International Law, the definitive reference work on international law. It provides complete lists of not only all articles and authors contained within the ten volumes, but also full citations for every document referenced in each article; full tables of cases and legistlation; and a detailed, analytical, A-Z index for the ten volumes. The Encyclopedia can be used by a wide range of readers. Experienced scholars and practitioners will find a wealth of information on areas that they do not already know well as well as in-depth treatments on every aspect of their specialist topics. Articles can also be set as readings for students on taught courses. The Encyclopedia will be a primary resource for all students and scholars of international law; counsel, judges, and arbitrators involved in international law cases; and government legal advisers.

In the next wave of conduct regulation in financial markets, from 2021 conduct regulators in the UK and elsewhere expect firms to produce evidence on how they are improving behaviour and culture. Facing this, many practitioners are anxious that their current reporting and management information (MI) are irrelevant to meeting as-yet unclear regulatory expectations. This book provides the insights and tools firms need to report on culture, securing both enhanced business value and the regulator's approval. Culture is now seen as a key contributor to good governance, feeding into existing discourse on environmental, social and governance (ESG) factors and the emerging dialogue on 'non-financial (mis)conduct', but conventional measures of business quality are unfit for the new reporting agenda. Culture Audit in Financial Services follows the arc of 'behavioural regulation' to examine what the regulator really wants, before offering guidance on how culture audit differs from conventional auditing, how to put the latest pure-research findings to work, and the key features of well-designed conduct and culture reports. Written by an impartial author and a variety of contributors with extensive experience working with practitioners, regulators, and many of the world's finest academic initiatives, this book is filled with practical, grounded advice on how best to approach this new challenge and avoid infractions.

This book discusses the socio-legal tax state and its relationship to development, inequality and the transnational. 'Fiscal Sociology' commenced in 1918 when Joseph A. Schumpeter examined the links between capitalism and taxation, arguing that fiscal pressures on governments led directly to the development of tax collection, and the burgeoning growth of capitalist economies. The identification of taxation as an important component of capitalism has continued to change the way that theoretical sociologists conceptualise tax. This book documents the history of this literature to provide a summary of the topic for scholars seeking a bridge between taxation law and contextual, historical, and anthropological analyses of the development of the state, more generally. Whilst Schumpeter's insights have been celebrated over the past one hundred years, taxation has slipped from the agenda of many scholarly disciplines, in relation to analyses of poverty, globalisation, and equality. Fiscal Sociology at the Centenary fills this gap. The implications of this literature for taxation law in the United Kingdom, in particular, are considered.

This authoritative guide to the Geneva Securities Convention is the first and only UNIDROIT backed analysis of the content of the international treaty. It streamlines the otherwise complicated and numerous transactions of intermediated securities providing easy access for practitioners and scholars in the field. The Commentary is written by participants to the negotiations and discussions which resulted in the final version of the treaty.
The Geneva Securities Convention was developed as a result of the change in the way that securities are held and highlights the position of intermediated securities at the core of the international financial system. The Convention includes key provisions for governing intermediated securities designed to harmonise domestic law and clarify points of difficulty. The general introduction to the commentary sets out the reasons for developing the Convention and the principal concepts underlying its development. The main part of the commentary follows the structure of the Convention and is arranged on an article-by-article basis. The treatment of each article is subdivided into three main parts: An introduction explaining the main goal of that article; a section setting out the genesis of the provision during intergovernmental negotiation; and a part discussing in depth the application of the provision with reference to practical examples.
The Convention is a highly complex instrument and the commentary provides much-needed guidance to the application and interpretation of its provisions. This is a must-have reference for lawyers and scholars interested in financial law, as well as securities intermediaries, clearing houses, banks and government officials.

This book does not present a single philosophical approach to taxation and ethics, but instead demonstrates the divergence in opinions and approaches using a framework consisting of three broad categories: tax policy and design of tax law; ethical standards for tax advisors and taxpayers; and tax law enforcement. In turn, the book addresses a number of moral questions in connection with taxes, concerning such topics as: * the nature of government * the relation between government (the state) and its subjects or citizens * the moral justification of taxes* the link between property and taxation* tax planning, evasion and avoidance * corporate social responsibility* the use of coercive power in collecting taxes and enforcing tax laws * ethical standards for tax advisors * tax payer rights * the balance between individual rights to liberty and privacy, and government compliance and information requirements * the moral justification underlying the efforts of legislators and policymakers to restructure society and steer individual and corporate behavior.

This new edition of International Acquisition Finance builds on the success of the first edition in providing a comprehensive and comparative analysis of the law and practice of acquisition finance from the viewpoint of leading lawyers in over 20 different jurisdictions including the UK, China, France, Germany, the Netherlands, and the USA. New jurisdictions for this edition include Hong Kong, India and Poland.
The work contains an overview of the relevant issues to provide the reader with an understanding of structuring cross-border acquisition finance transactions and solutions to relevant legal problems. Each chapter deals with the stages of the proposed transaction and its financing and the related issues which need to be considered in the different jurisdictions.
This fully updated new edition reflects recent changes to the law in all jurisdictions, including the implementation in England of the Companies Act 2006 whose effects include the abolition of the prohibition of financial assistance for private companies and changes to the way in which charges are registered.
Also included is new coverage of acquisitions from insolvency practitioners, regulation affecting financial institution investment practices and other changes brought about by the current economic conditions, as well as a new chapter on public company acquisitions written by Stephen Powell of Slaughter & May. In addition relevant legal and practical considerations involved in public company acquisitions are considered in each jurisdictional chapter.

This book focuses on the enforcement of EU financial law on the national and supra-national levels. Emphasis is laid on the interaction between the EU and national levels (vertical interaction), as well as between the private, administrative, and criminal law levels (horizontal interaction). The book takes a multi-jurisdiction and inter-disciplinary approach and covers a range of issues that are highly topical, such as the new EU Anti-Money Laundering regime, and the ReNEUAL model for administrative law. Over the last few decades, EU financial law has grown exponentially. Virtually all these new rules and regulations require enforcement. However, the EU legislator generally has been reluctant to regulate enforcement at the national level, and often does not prescribe whether enforcement should take place through national criminal, administrative, or private law. This results in both practical and fundamental questions for the legal practitioner and the academic. This book addresses those questions. With contributions by leading academics and senior members of EU and national institutions, the book will be of interest to professionals dealing with financial law in their daily practice such as lawyers, bankers, policy makers, officers at supervisory authorities, and judges, but also for academics interested in fundamental questions of interaction between legal systems.

The Law of Institutional Investment Management fills a gap for a work that describes the custom and practice of the institutional investment management industry with reference to both English law and to the European regulatory framework. The governing theme of the work is the structure of the institutional investement process. The work seeks to define the legal risks that an institutional investor who invests in the financial markets through a professional investment manager must be aware of, both in relation to the investment manager and in relation to the financial markets. The analysis addresses the key investment strategies and management styles, the investment manager's responsibility for delivering investment returns through asset allocation and asset selection decisions, the execution of those decisions, and the management of conflicts. The discussion includes an in-depth analysis of the modi operandi of various trading venues, the structure and legal aspects of key financial market transactions (including on-exchange and OTC traded derivatives, and securities lending and repo transactions), and the legal aspects of cash and securities movements in connection with settlement and collateralisation of those financial market transactions.

China's success in attracting foreign direct investment (FDI) in the last decade is undisputed, and unprecedented. It is currently the second largest FDI recipient in the world, a success partially due to China's efforts to enter into bilateral investment treaties (BITs) and other international investment instruments. The second title to publish in the new Oxford International Arbitration Series is a comprehensive commentary on Chinese BITs.
Chinese investment treaties have typically provided international forums for settling investment disputes such as the International Centre for the Settlement of Investment Disputes (ICSID). Given the continuous growth of FDI in China, the emergence of state-investor disagreements in China and the dramatic rise of investment treaty based arbitrations world wide in recent years, it is anticipated that there will be an increasing number of investment arbitrations involving the central and local governments of China. This book will provide a detailed review and analysis of China's approach to foreign investment. It will consider the current role of investment treaties in China's foreign economic policy, analyze and interpret the key provisions of the BITs, and discuss the future agenda of China's investment program. It will look at how this investment regime interconnects with the domestic system and consider the implications for a foreign investor in China.

This book explores the concepts of sustainability and governance in relation to the governance of corporations - hence the ubiquity of the term corporate governance - and other bodies. It examines how these concepts are regularly used by politicians and by the media. The two concepts are however largely treated as being separate and discrete, and given equal coverage. The argument in this book is that the two concepts are inter-related and that good governance is a prerequisite for sustainability. The focus of the book therefore is different from most, as it seeks to integrate these two important issues. The approach used in this book is based on the tradition of the Social Responsibility Research Network - a worldwide body of scholars that, over its 20-year history, has sought to broaden the discourse and to treat all research as inter-related and business-relevant. The book examines diverse aspects of the changes to corporate and institutional behaviour that have recently manifested by focusing on these two aspects of sustainable development. Thus, the authors explore engagement and partnership between organisations, in order to consider the extent to which the focus has changed so much that we need to think about new approaches to our understanding of sustainability and differing effects in practice. The international mix of authors makes this an original contribution, sharing some of the best ideas from around the world.

This book provides a discussion of some of the most pressing challenges facing EU integration: political and economic governance, constitutional status and citizenship. It does so by discussing the work of one of the most original Portuguese voices in EU studies, Francisco Lucas Pires. In his swan song, here translated into English for the first time, Lucas Pires critically discusses the Treaty of Amsterdam, dissecting the process of its enactment, and its wider consequences for the EU. His profound, original and premonitory observations are commented on in this book by six young, prominent EU law scholars from different research areas. The result is an original and sagacious reflection, aimed both at researchers of EU law and policymakers alike, on the victories and shortcomings of the European project, providing refreshing views on a significant but often-neglected moment in the EU's history, as well as new avenues of critical thinking for the development of European integration. Martinho Lucas Pires is Ph.D. Candidate at Nova School of Law Lisbon, Assistant lecturer at Catolica Law School Lisbon, and Counsel at DLA Piper ABBC Advogados Lisbon, Portugal. Francisco Pereira Coutinho is Associate Professor and Vice-Dean at Nova School of Law Lisbon, Faculty of Law of the NOVA University of Lisbon, Portugal.

Security Over Receivables: An International Handbook is a practical guide to the key issues involved in taking security over receivables in 39 jurisdictions. Adopting a jurisdiction by jurisdiction structure, each chapter examines the key matters to consider when taking security over debts in a particular region.
Each analysis is followed by a case study, to exemplify and elucidate the central principles which arise in practice. A comparative table is also included to outline and illustrate the distinguishing aspects of taking security over debts in each country. The chapter from UNCITRAL gives a useful explanation of the position from an international law perspective. This work is a valuable preliminary reference point for practitioners advising on finance transactions, which involve security over receivables in a foreign jurisdiction.

Jurisdictions covered include: Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China, Czech Republic, Denmark, England, Finland, France, Germany, Hong Kong, India, Indonesia, Ireland, Israel, Italy, Japan, Kuwait, Luxembourg, Mexico, Netherlands, New York, New Zealand, Poland, Russian Federation, Scotland, Singapore, South Korea, Spain, Sweden, Switzerland, Turkey, Ukraine, United Arab Emirates and Venezuela.

With contributions from well-respected lawyers from leading international firms in each jurisdiction, this book provides practitioners worldwide with considerable assistance when dealing with cross-border transactions in a number of different jurisdictions.