Modern-day markets do not arise spontaneously or evolve naturally. Rather they are crafted by individuals, firms, and most of all, by governments. Thus "marketcraft" represents a core function of government comparable to statecraft and requires considerable artistry to govern markets effectively. Just as real-world statecraft can be masterful or muddled, so it is with marketcraft. In Marketcraft, Steven Vogel builds his argument upon the recognition that all markets are crafted then systematically explores the implications for analysis and policy. In modern societies, there is no such thing as a free market. Markets are institutions, and contemporary markets are all heavily regulated. The "free market revolution" that began in the 1980s did not see a deregulation of markets, but rather a re-regulation. Vogel looks at a wide range of policy issues to support this concept, focusing in particular on the US and Japan. He examines how the US, the "freest" market economy, is actually among the most heavily regulated advanced economies, while Japan's effort to liberalize its economy counterintuitively expanded the government's role in practice. Marketcraft demonstrates that market institutions need government to function, and in increasingly complex economies, governance itself must feature equally complex policy tools if it is to meet the task. In our era-and despite what anti-government ideologues contend-governmental officials, regardless of party affiliation, should be trained in marketcraft just as much as in statecraft.

This book introduces the fundamental monetary law problems of cross-border economic activity and the solutions thereto in international monetary law, and in EU law. After decades of having been neglected by legal scholars, international and European monetary law has attracted increasing attention in recent years. With the European Economic and Monetary Union (EMU), a full-fledged monetary union between sovereign States has been established for the first time in history. Its construction is primarily a work of law, with the Treaties on European Union (TEU) and on the Functioning of the European Union (TFEU) together with a number of protocols forming the constitutional basis. Yet, European monetary Integration has never taken place in isolation from international developments. Moreover, international monetary law, namely the Articles of Agreement of the International Monetary Fund (IMF) has always played a role - initially as the external monetary addition to the internal market project, after the breakdown of the Bretton Woods System in the 1970s as one of the major driving forces for monetary Integration within the EU. On a fundamental basis, international and European monetary law address the same principled problems of monetary cooperation: how to proceed with financial transactions cross-border where no global currency exists. The present work describes the different approaches and relations and interplay between the two legal regimes.

The second edition of this book shows how full implementation of the Jumpstart Our Business Startups (JOBS) Act by the SEC in 2016 enables entrepreneurs and SME executives to leverage crowdfunding platforms to raise significant amounts of capital for their startups and small-to-medium-sized businesses. The unprecedented fundraising opportunities contained in the hundreds of pages of new SEC rules have generated tremendous excitement in the startup, small business, angel investing, and venture capital worlds-tempered by uncertainty about the correct interpretation of the rules and the compliance risks implicit in them.In The JOBS Act: Crowdfunding Guide for Small Businesses and Startups, 2nd Edition, crowdfunding pioneer William Michael Cunningham trawls the hundreds of pages of new rules for the essential takeaways and practical tips on successfully tapping the new crowdfunding sources that the JOBS Act opens up to small businesses and startups, while complying with new SEC regulations in the least burdensome way. The 2nd edition of The JOBS Act delivers the following new material: Updates and augments the 1st edition with description, analysis, and discussion of post-2012 SEC rules and forms implementing the JOBS Act Focuses on the final SEC rules that implement Title III ("Regulation Crowdfunding") and Title IV ("Regulation A+") to make the JOBS Act a practical fundraising vehicle for small business and startups Presents case studies of successful JOBS Act-compliant crowdfunding campaigns Tips readers to the opportunities, loopholes, and hazards in the hundreds of pages of new SEC rules that crowdfunders need know to maximize their fundraising success and avoid inadvertent non-compliance Deploys new graphical analysis tools and financial models summarizing and comparing characteristics of various equity-based and donation-based crowdfunding campaigns Reviews and describes significant Title III offerings and highlights relevant Title IV offerings Lists all SEC/FINRA-approved equity crowdfunding platforms ("funding portals") Describes Title VII and provides crowdfunding-pertinent information on the new Offices of Women and Minority Inclusion at twenty-nine federal agencies Who This Book Is For Entrepreneurs and small business owners who wish to leverage the JOBS Act to crowdfund their enterprises. The secondary readerships are investors, angels, venture capitalists, securities lawyers, community development specialists, and visitors to crowdfunding platforms, which are required under the JOBS Act to demonstrate to the SEC and FINRA that they are proactively providing educational resources to potential crowdfunders.

This book is a major work that focuses exclusively on ship finance and includes contributions on the increasingly complex field of ship finance, which has over the last two decades become a key aspect in the world of shipping and ship owning. The book offers an enlightening mix of theoretical analysis and well-founded practical insights into the daily markets. Given that ship finance continues to develop dynamically around the world, the book covers subjects ranging from the German KG market to Islamic Finance, from loans to legal aspects and from asset pricing to risk management.

Der Schuldzinsenabzug im Einkommensteuerrecht ist seit vielen Jahren ein kontrovers diskutiertes Thema im Steuerrecht. Die Rechtsprechung des BFH zum so genannten "Zwei-Konten-Modell" hat in der Praxis zu vielfaltigen Gestaltungsmodellen gefuhrt. Zur Beschrankung des Schuldzinsenabzugs bei den Gewinneinkunftsarten beschloss der Gesetzgeber im Jahre 1999 den 4 Abs. 4a EStG. Nach einer kurzen Darstellung der Rechtsprechung des BFH als Ausgangslage wird der neue 4 Abs. 4a EStG umfassend erlautert. Der Schwerpunkt der Arbeit ist die Anwendbarkeit auf Personengesellschaften. Hier wird nicht nur die Frage diskutiert, ob 4 Abs. 4a EStG - ahnlich wie bei 6 b, 6 Abs. 5 EStG - gesellschafts- oder gesellschafterbezogen anzuwenden ist, sondern auch untersucht, wie der Begriff der Einlage und Entnahme im Rahmen des 4 Abs. 4a EStG bei der UEberfuhrung bzw. UEbertragung von Wirtschaftsgutern bei Personengesellschaften auszulegen ist.

This book provides a thorough legal analysis of sovereign indebtedness, examining four typologies of sovereign debt - bilateral debt, multilateral debt, syndicated debt and bonded debt - in relation to three crucial contexts: genesis, restructuring and litigation. Its treatise-style approach makes it possible to capture in a systematic manner a phenomenon characterized by high complexity and unclear boundaries. Though the analysis is mainly conducted on the basis of international law, the breadth of this topical subject has made it necessary to include other sources, such as private international law, domestic law and financial practice; moreover, references are made to international financial relations and international financial history so as to provide a more complete understanding. Although it follows the structure of a continental tractatus, the work strikes a balance between consideration of doctrinal and jurisprudential sources, making it a valuable reference work for scholars and practitioners alike.

This book is one of the first to link company law to the law of succession by concentrating on family businesses. It shows that, to understand the legal framework underlying the daily operations of family businesses, one needs legal analysis, empirical data, psychological and sociological knowledge. The book works on the premise that, since many businesses have been founded by families, practitioners need to develop an understanding of the legal background of such businesses and build up experience to be able to create contracts, trusts, foundations and other legal mechanisms to give shape to systems and procedures for the transfer of shares and control within the family. Comparing the national legal order, techniques, and mechanisms in a range of countries, the book examines parallel developments in these fields of law across the world. Finally, it demonstrates the room for companies, shareholders and the members of a family to develop individual solutions within the legal framework for transferring businesses and shares to the next generation.

The Fund Reporting Cloud (R) has made tax reporting less complex, but comparing the effective tax treatment of investment funds and their investors in an international environment is still an ambitious task. Against this background, this study examines the tax consequences at fund, asset, and investor level. In geographical terms our comparison covers eleven European countries, the USA, and Japan. Our analysis of the relevant tax provisions, which is of a primarily qualitative nature, is complemented by a quantitative comparison of the tax burden for a model investor investing assets nationally in the form of a collective investment. It will be of interest both for investors seeking tax advantages and for governments to check whether there is a need for tax reforms. It also ties in perfectly with the current evaluations at OECD level in the context of TRACE.

Managing Risk in the Financial System makes important and timely contributions to our knowledge and understanding of banking law, financial institution restructuring and related considerations, through the production of an innovative, international and interdisciplinary set of contributions which link law and policy issues surrounding systemic risk and crisis management. The recent financial crisis has exposed both the banking industry and financial system safety net players in many countries to a considerable level of distress as well as economic and reputational damage. These circumstances have heightened the need for policy makers to consider remedial measures under a broad umbrella that encompass inter alia prompt corrective actions, early closure of distressed entities, deposit insurance, bail-outs, state-aid, bank resolution and restructuring techniques. These essays provide an important contribution to research in this area, at a crucial time in the debate around the future financial industry. This unique and detailed volume should be of considerable interest to students of law, economics and finance, law practitioners and policy makers in central banks and ministries of finance. Law, business and finance faculties will benefit from having this book in their collections, as will deposit protection agencies and regulatory agencies. Contributors include: J.-H. Binder, R.R. Bliss, L.C. Buchheit, C. Enoch, G.G.H. Garcia, D.F. Gray, M. Gulati, G. Gunnarsson, K. Hj Arshad, A.A. Jobst, A. Kabiri, G.G. Kaufman, I. Kokkoris, J.R. LaBrosse, R.M. Lastra, D. Mayes, J.F. McCollum, J.F. McEldowney, I. Moosa, M.J. Nieto, G. Ogunleye, K. Papadakis, R. Olivares-Caminal, Y. Redjah, R. Rosen, J. Roy, J.P. Sabourin, S. Schich, J. Selody, A. Sighvatsson, D. Singh, J. Snape, R. Turk-Ariss, G.A. Walker, L.D. Wall, A.E. Wilmarth Jr., G. Wood

This dissertation attempts to compare direct debit transactions in Germany and Romania as well as Europe from the perspective of civil law. Based on this legal comparison and a consideration of European primary law, it evaluates developments at the EU level as they have been shaped by the SEPA Directive.

The first decade of the new millennium was bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining U.S. capital market competitiveness.

Die Tabaksteuer ist gleichermassen fiskalisch bedeutsam wie verfassungsrechtlich brisant. Gemessen am Steueraufkommen rangiert sie unter den besonderen Verbrauchsteuern nach der Mineraloelsteuer an zweiter Stelle. Sie belastet und beeinflusst die Tabakkonsumenten in einem Mass, welches die Frage nach ihrer gleichheits- und freiheitsrechtlichen Legitimitat geradezu provoziert. Die Untersuchung behandelt die Tabaksteuer aus verfassungsrechtlicher Perspektive. Ausgangspunkt ist die grundsatzliche Rechtfertigung von Steuern, insbesondere von Lenkungsteuern. Daran anknupfend werden die Belastungs- und Gestaltungswirkungen der Tabaksteuer auf ihre Verfassungskonformitat hin uberpruft. Betrachtet werden u. a. das Zusammenwirken von Tabaksteuer und Umsatzsteuer sowie die Differenzierung des Tabaksteuersatzes nach der Art der Tabakwaren.

This is the nation's first and oldest casebook on securities regulation. This edition has been streamlined for easier use, but it continues to provide instructors and students with the full range of tools for the in-depth study of securities regulation. It has been revised and updated to take into account the following: Initial coin offerings and sales of other crypto-assets Changes in the primary and secondary capital markets, including high frequency trading Certain amendments to the public disclosure requirements Amendments to the limited offering exemptions The ongoing debate around elements of Rule 10b-5 Regulation Best Interest Recent Supreme Court cases, including their implications for certain civil litigation and the SEC's continued reliance on administrative proceedings

Italian Banking and Financial Law provides a thorough overview of the banking sector in Italy, offering historical perspectives, insight into current developments and suggestions for future evolution.

Non-State Regulatory Regimes explores how the concept of regulation continues to evolve. The focus is placed on those forms of regulation that are different from state regulation or present alternatives to state regulation. Departing from an analysis of the goals and policies of the traditional regulatory state, the emergence of 'regulation by other means' is examined. The approach is interdisciplinary encompassing various perspectives be they legal, political, international relations-based, economic, or sociological. The task of comprehending non-state regulation is a daunting one. To date, a number of essays already exist, which concentrate on specific aspects of the issue. In comparison to these essays, this study is innovative in that it applies a holistic view. Linking public policy approaches to regulation, it draws a theoretical path to understanding the emergence and persistence of non-state jurisdictional assertions and regulatory regimes.

This book explains how international financial law 'works' and presents an alternative theory for understanding its purpose, operation, and limitations. Drawing on a close institutional analysis of the post-crisis financial architecture, it argues that international financial law is often bolstered by a range of reputational, market, and institutional mechanisms that make it more coercive than classical theories of international law predict. As such, it is a powerful, though at times imperfect, tool of financial diplomacy. Expanded and revised, the second edition of Soft Law and the Global Financial System contains updated material as well as an extensive new chapter analyzing how international standards and best practices have been operationalized in the US and EU in the wake of the financial crisis. It remains an essential tool for understanding global soft law for political scientists, lawyers, economists, and students of financial statecraft.

1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm's funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.

This work aims to analyse substantive and conflict of laws rules regarding intermediated securities in a comparative way. For this purpose, it examines major jurisdictions' rules for intermediated securities and the intermediated securities holding systems, such as the rules of the German, US, Korean, Japanese and Swiss systems, as well as the relevant EU regimes and initiatives. Above all, it analyses the two international instruments related to intermediated securities, i.e. the Geneva Securities Convention and the Hague Securities Convention. Through a functional comparative approach based upon legal traditions of the various jurisdictions, this book gives readers theoretical and practical information on intermediated securities and their national and international aspects.

In recent years the field of finance has exploded with innovation. New products, services and techniques abound. The risks of inflation, the volatility of interest rates, the deregulation of financial intermediaries and the unbundling of financial services have combined to present investment managers with challenges and opportunities far greater than in the past. For trustees and managers of pension, trust, endowment, and similar funds, the task of meeting the challenges and exploiting the opportunities is much more difficult. These fiduciaries must measure their investment decisions against constrained interpretations of a legal standard--the prudent man rule--that have caused it to lag far behind changes in investment theory and the marketplace. Drawing on financial history, a major opinion survey of institutional investors, and comprehensive reviews of the law and of the lessons of modern portfolio theory for prudence, this book presents a powerful case that the prudent man rule as elaborated in legal treatises and much of the case law would virtually compel a fiduciary to act imprudently in terms of financial theory and marketplace reality. In proposing a modern paradigm of investment prudence, the book uses illustrations drawn from such traditionally suspect categories of investment fiduciaries as securities lending, real estate, venture capital, options and futures and repurchaser agreements. An unusual examination of the interaction of the worlds of law and finance, this work will be of interest to fiduciaries who are subject to some from of prudent man rule and all others, including judges, lawyers and investment managers, who are called upon to interpret and apply that legal standard.

Diese Arbeit setzt sich mit der Bilanzierung von Finanzinstrumenten, insb. von Credit Default Swaps in der Bankbilanz, auseinander und greift die Entwicklungen durch das Bilanzrechtsmodernisierungsgesetz (BilMoG) sowie die Reformansatze der International Financial Reporting Standards (IFRS) auf. Dabei werden diese Bilanzregime vor dem Corporate Governance-Hintergrund divergierender Informationsnutzen von Bilanzadressaten verglichen."

This volume provides a fascinating look at the anti-tax avoidance strategies employed by more than fifteen countries in eastern and western Europe, Canada, the Pacific Rim, Asia, Africa, and the United States. It surveys the similarities and differences in anti-avoidance regimes and contains detailed chapters for each country surveying the moral and legal dimensions of the problem. The proliferation of tax avoidance schemes in recent years signals the global dimensions of a problem presenting a serious challenge to the effective administration of tax laws. Tax avoidance involves unacceptable manipulation of the law to obtain a tax advantage. These transactions support wasteful behavior in which corporations enter into elaborate, circuitous arrangements solely to minimize tax liability. It frustrates the ability of governments to collect sufficient revenue to provide essential public goods and services. Avoidance of duly enacted provisions (or manipulation to secure tax benefits unintended by the legislature) poses a threat to the effective operation of a free society for the benefit of a small group of members who seek the privilege of shifting their tax burden onto others merely to compete in the world of commerce. In a world in which world treasuries struggle for the resources to battle terrorist threats and to secure a decent standard of living for constituents tax avoidance can bring economies close to the edge of sustainability. As tax avoidance is one of the top concerns of most nations, the importance of this work cannot be overstated.

The role of global capital in relation to human social systems has assumed enormous proportions in liberalised, deregulated markets. States attempt to nationalise it, financial centres spring up in its wake, and INGOs attempt to deal with its de-territorialising, supranational characteristics. A global adjudication system (arbitration) has been introduced to safeguard and buttress its flow. The power of Islamic capital has generated numerous sites of legal contestation and negotiation, ranging from gateway financial centres, international law firms and transnational financial institutions, all of which interact in the production of Islamic financial law (IFL). The process of producing IFL illustrates complex fields of action driven by power dynamics, neoliberal paradigms and the institutional momentum of the global economy. The municipal legal systems under study in this book (the United Kingdom, Bahrain, United Arab Emirates and the Dubai International Financial Centre) illustrate globalisation's acceleration of legal, economic and social production.

1. 1 Investments, Generic Contracts, Payments According to Volume I, contracts are one of the five generic legal tools used to manage cash flow, risk, agency relationships, and information. Many investments are therefore based on one or more contracts. Obviously, the firm should draft good contracts. Good drafting can ensure the same intended cash flow with reduced risk. Bad drafting can increase risk. This volume attempts to deconstruct contracts used by non-financial firms and analyse them from a cash flow, risk, agency, and information perspective. The starting point is a generic contract, i. e. a contract which does not belong to any particular contract type (Chapters 2-7). This volume will also focus on payment obligations. Payment obligations are characteristic of all financial instruments, and they can range from simple payment obligations in minor sales contracts and traditional lending contracts (Chapters 8- 11). 1. 2 Particular Contract Types A number of particular contract types have been discussed in the other volumes of this book. (1) A certain party's investment contract can be another party's fu- ing contract. Particular investment contracts will therefore be discussed in Volume III in the context of funding. (2) Many contracts are necessary in the context of business acquisitions discussed in Volume III. (3) Multi-party contracts are c- mon in corporate finance. The firm's contracts with two or more parties range from syndicated loans to central counterparties' contracts. Such contracts will be discussed both in Chapter 12 and Volume III.

Die wirtschaftliche Schieflage vieler Traditionsvereine und die Insolvenz des Kirch-Medienkonzerns im Jahr 2002, durch die sogar Fussball-Bundesligavereine in finanzielle Bedrangnis geraten waren, zeigen die Aktualitat des Themas der wirtschaftlichen Krise und der Insolvenz bei Sportvereinen. Das Buch befasst sich mit der Darstellung des rechtstatsachlichen Umfeldes des Sportvereins und beleuchtet die Ursachen fur dessen Krisenanfalligkeit. Es wird aufgezeigt, mit welchen Mitteln die Vereinsfuhrung den wirtschaftlichen Problemen des Vereins schon im Vorfeld der Insolvenz wirksam begegnen kann. Schwerpunkt der Arbeit ist dann die umfassende Darstellung des eingetragenen Sportvereins in der Situation des Insolvenzverfahrens - von der Einleitung des Eroeffnungsverfahrens bis hin zur Beendigung des eroeffneten Insolvenzverfahrens. Ein besonderes Augenmerk wird zudem auf die Haftung des Vereinsvorstands wegen Insolvenzverschleppung gelegt.