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.

In the aftermath of the 2007-8 crisis, senior policymakers and the media have blamed excessive risk-taking undertaken by bank executives, in response to their compensation incentives, for the crisis. The inevitable follow-up to this was to introduce stronger financial regulation, in the hope that better and more ethical behaviour can be induced. Despite the honourable intentions of regulation, such as the Dodd-Frank Act of 2010, it is clear that many big banks are still deemed too big to fail. This book argues that by restructuring executive incentive programmes to include only restricted stock and restricted stock options with very long vesting periods, and financing banks with considerably more equity, the potential of future financial crises can be minimized. It will be of great value to corporate executives, corporate board members, institutional investors and economic policymakers, as well as graduate and undergraduate students studying finance, economics and law.

The scope of protection offered to foreign investors by EU law has become a matter of intense political debate. Neo-protectionist policies are on the rise within EU Member States, who are struggling to acclimatize to increasing inward direct investment from developing countries. Strict regulations are being implemented to control the flow of this investment, undermining the principle of free movement of capital. Are such policies permitted under EU law? What impact does EU law have on foreign direct investment? This book addresses these questions through a coherent doctrinal reconstruction of the EC Treaty provisions on free movement of capital in a third country context.
Opening with a timely restatement of the central features of the EU law of free movement of capital, the book then asks the central question: What rights does a private market participant, engaged in cross-border direct investment originating from or directed to a non-EU Member State, enjoy by virtue of the EC Treaty? The book argues that in principle, the provisions on free movement of capital apply the same liberal standards irrespective of whether intra Community or third country direct investment is involved. Hence, those who participate in third country direct investment enjoy essentially the same guarantees by virtue of the provisions on free movement of capital as those active in intra Community direct investment. Having established the legal doctrine, the book then examines the limits on restrictions to free movement, including financial regulation and discriminatory tax regimes.

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.

U.S. International Investment Agreements is the definitive interpretative guide to the United States' bilateral investment treaties (BITs) and free trade agreements (FTAs) with investment chapters. Providing an authoritative look at the development of the BIT program, treatment provisions, expropriation, and other provisions, Kenneth J. Vandevelde draws on his years of investment treaty and agreement expertise as both a former practitioner and a scholar. This unique and well-organized book analyzes the development of U.S. international investment agreement language and strategy within their historical context. It also explains the newest changes to the model negotiating text (US Model BIT 2004) and additional treaties.

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.

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.

Tender offers, exchange offers and consent solicitations in connection with debt securities are important instruments of corporate restructurings, corporate rescues, recapitalisations and other types of liability management of public and private companies. Although tender offers for shares, stocks and other equity securities are covered by a vast literature on public mergers, takeovers and acquisitions, the literature on liability management transactions for debt securities is scarce. Law and Practice of Liability Management rectifies this by providing a systematic treatise of the law relating to this significant aspect of the global capital market. It guides students and professionals through the complex legal and regulatory requirements applicable to these transactions, the increasing regulatory interest by the world's leading financial regulatory authorities, and recent innovations in the structuring, legal techniques and execution of the relevant transactions in international capital markets.

Set against the origins and consequences of the global financial crisis, this timely book offers an enriching and revealing narrative of the role that the state plays in regulating markets. Focusing on core areas of private law such as corporate, labour and banking law, the contributors offer a conceptual framework in which to examine the central tenets of the role of private law in today's global economy. In the current climate of ever increasing economic inequality and austerity measures, the authors highlight the urgent need for a comprehensive analysis of the continuing tension between ideas of market liberalism and theories of society. With a focus on both the domestic and transnational dimensions of market governance, the authors offer a crucial insight into the co-existence and interaction between state and market-based economic governance.

Developments within various sub-fields of international law influence international investment law, but changes in investment law also have an impact on the evolution of other fields within international law. Through contributions from leading scholars and practitioners, this book analyses specific links between investment law and other sub-fields of international law such as the law on armed conflict, human rights, sustainable development, trade, development and EU law. In particular, this book scrutinises how concepts, principles and rules developed in the context of such sub-fields could inform the content of investment law. Solutions aimed at resolving problems in other settings may provide instructive examples for addressing current problems in the field of investment law, and vice versa. The underlying question is whether key sub-fields of public international law, notably international investment law, are open to cross-fertilisation, or, whether they are evolving further into self-contained regimes.

Although investment treaty arbitration has become the most common method for settling investor-state disputes, some scholars and practitioners have expressed concern regarding the magnitude of decision-making power allocated to investment treaty tribunals. Many of the recent arbitral awards have determined the boundary between two conflicting values: the legitimate sphere for state regulation in the pursuit of public goods, and the protection of foreign private property from state interference. Can comparative reasoning help adjudicators in interpreting and applying broad and open-ended investment treaty provisions? Can the use of analogies contribute to the current debate over the legitimacy of investor-state arbitration, facilitating the consideration of the commonweal in the same? How should comparisons be made? What are the limits of comparative approaches to investment treaty law and arbitration? This book scrutinises the impact a comparative approach can have on investment law, and identifies a method for drawing sound analogies.

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.

The topic of transparency in international investment arbitration is gaining increasing attention. This in-depth commentary analyses the UNCITRAL Rules on Transparency in Treaty-Based Investor-State Arbitration, one of the most recent and innovative developments in international law. Focusing on the application of these rules, contributors analyse the issue of transparency in investment law more broadly and provide in-depth guidance on how to apply the UNCITRAL transparency rules. Chapters encompass all treaty-based disputes between investors and state, examining the perspectives of disputing parties, third parties, non-disputing state parties and arbitral tribunals. The contributors each have a strong background in investment arbitration, in both professional practice and academia. This commentary will be of interest to all actors involved in investment arbitrations, especially practitioners, counsels, NGOs and scholars in the fields of international law, commercial arbitration and investor-state arbitration.

Unternehmen koennen sich nach geltendem Recht in Deutschland nicht strafbar machen. Aber wen trifft in Zeiten grosser Wirtschaftsskandale die Verantwortung fur Straftaten, die aus einem Unternehmen heraus begangen werden? Diese Publikation befasst sich, von der klassischen strafrechtswissenschaftlichen Dogmatik ausgehend, mit der strafrechtlichen Unterlassensverantwortung von Geschaftsleitung und Compliance-Beauftragtem im heutigen Unternehmen. Dabei wird ein besonderer Fokus auf die in den letzten Jahren und Jahrzehnten aufgekommene Thematik der Compliance gelegt und ihre zahlreichen Auswirkungen in Gesetzgebung, Rechtsprechung und Literatur aufgezeigt.

This is a practical guide to the subject of financial assistance for the acquisition of shares, in which the authors give a detailed analysis of the current legislation and a critical review of the relevant case law. Financial assistance is a complex, technical and highly regulated aspect of company law, and mistakes have serious civil consequences and criminal sanctions. This book assists practitioners with the interpretation of this difficult area of law and allows them to advise with confidence. Financial assistance is one of the most challenging areas of company law. It is renowned for causing practical difficulties and for the risk involved of giving advice on this area. This book seeks to interpret the position of financial assistance by close reference to the statutory material and abundant case law. Part I deals with the derivation of the legislation and sets out the legislation verbatim with a commentary thereon. Part II contains further analysis of the component parts of the prohibition on the giving of financial assistance. Part III offers factual and critical analysis of some of the most significant cases on this area of the law. The relevant cases will also be cited in Part I and II.

This book reviews nine Supreme Court cases and decisions that dealt with monetary laws and gives a summary history of monetary events and policies as they were affected by the Court's decisions. Several cases and decisions had notable consequences on the monetary history of the United States, some of which were blatant misjudgments stimulated by political pressures. The cases included in this book begin with McCulloch v. Maryland in 1819 and end with the Gold Clause Cases in 1934 35. Constitutional Money examines three institutions that were prominent in these decisions: the Supreme Court, the gold standard, and the Federal Reserve System. The final chapter describes the adjustments necessary to return to a gold standard and briefly examines the constitutional alternatives."

Following the financial and public debt crisis, the EU's Economic and Monetary Union (EMU) has been under intense political scrutiny. The measures adopted in response to the crisis have granted additional powers to the EU (and national) authorities, the exercise of which can have massive implications for the economies of the Member States, financial institutions and, of course, citizens. The following questions arise: how can we hold accountable those institutions that are exercising power at the national and EU level? What is the appropriate level, type and degree of accountability and transparency that should be involved in the development of the EU's governance structures in the areas of fiscal and economic governance and the Banking Union? What is the role of parliaments and courts in holding those institutions accountable for the exercise of their duties? Is the revised EMU framework democratically legitimate? How can we bridge the gap between the citizens - and the institutions that represent them - and those institutions that are making these important decisions in the field of economic and monetary policy? This book principally examines the mechanisms for political and legal accountability in the EMU and the Banking Union. It examines the implications that the reforms of EU economic governance have had for the locus and strength of executive power in the Union, as well as the role of parliaments (and other political fora) and courts in holding the institutions acting in this area accountable for the exercise of their tasks. It further sets out several proposals regarding transparency, accountability, and legitimacy in the EMU.

Everyone deserves to be able to retire with dignity, but this core feature of the social contract is in jeopardy. Companies have swerved away from pensions, and most of the workforce has woefully inadequate retirement savings. If we don't act to fix this broken system, rates of impoverishment for senior citizens threaten to skyrocket, and tens of millions of Americans reaching retirement age in the coming decades will be forced to delay retirement and will experience a dramatic drop in their standard of living. In Rescuing Retirement, Teresa Ghilarducci and Tony James offer a comprehensive yet simple plan to help workers save for retirement, increase retirement savings by earning higher returns, and guarantee lifelong income for everyone. Built on people's own money in individual Guaranteed Retirement Accounts, the plan requires no new taxes, no more bureaucracy, and no increase in the deficit. Speaking to Americans' growing anxiety about their ability to retire, Rescuing Retirement provides answers to anyone wanting to understand the growing movement to protect a period of life once considered a deserved time of rest and creativity and offers a practical guide to the future of secure retirement.

The strengths of international investment law - above all, a strong focus on investor interests and an effective adjudication and enforcement system - also entail its weaknesses: it runs the danger of impeding or even sanctioning the host states' legitimate regulatory interests and ignoring other fields of public international law. How does it cope with public interest concerns such as human rights, the environment or the fight against corruption? At the heart of this book lies a fresh approach towards a general theory of such global public interest considerations in the investment realm. Delineating how and why those considerations matter, and why the current system does not accommodate them properly, Andreas Kulick fleshes out general principles and customary international law as defences the host state may raise against alleged investor rights infringements and promotes proportionality as the appropriate balancing mechanism.

Dieses Buch will unser Steuerrecht an seine Wurzeln zuruckfuhren, zu einem einfachen, gerechten und fur jeden Burger verstandlichen System. Ausgehend von den gegenwartigen Unzulanglichkeiten erlautert der Autor Schritt fur Schritt seine revolutionare Alternative, die Einfuhrung des Obolus: eine einzige Steuer, die alle anderen Abgaben ersetzen soll. Dabei orientiert sich der Obolus nicht am Ertrag, sondern an den Einnahmen. Querverweise zur aktuellen Besteuerung machen die Vorteile offenkundig. Der Autor demonstriert anhand realer Praxisfalle, wie sich die Umstellung des bisherigen Verfahrens auf den Obolus de facto auswirken und das Steuersystem eine bisher nicht gekannte Transparenz erhalten koennte. Der Leser reibt sich verwundert die Augen und fragt sich, warum der Gesetzgeber selbst noch nicht auf diese geniale Idee gekommen ist. Der Inhalt- Unzulanglichkeiten des jetzigen Steuerrechts- Halbteilungsgrundsatz- Grundsatzliches zum Obolus- Oboluspflichtige Einnahmen- Landes- und Gemeindesteuern- Auswirkungen auf das Preisniveau- Beispielrechnungen

Can states adopt protectionist cultural policies? What are the limits, if any, to state intervention in cultural matters? A wide variety of cultural policies may interfere with foreign investments, and a tension therefore exists between the cultural policies of the host state and investment treaty provisions. In some cases, foreign investors have claimed that cultural policies have negatively affected their investments, thereby amounting to a breach of the relevant investment treaty. This study maps the relevant investor-state arbitrations concerning cultural elements and shows that arbitrators have increasingly taken cultural concerns into consideration in deciding cases brought before them, eventually contributing to the coalescence of general principles of law demanding the protection of cultural heritage.

This is a much needed volume on the German financial system providing both a descriptive survey of the present state of the system and a new analytical framework to explain its workings. This book is written by a team of scholars, predominantly from the Centre for Financial Studies in Frankfurt.

This book provides a comprehensive explanation of the financial services regulatory framework in 19 countries in the Middle East and Africa region, provided by leading commercial law firms in the jurisdictions. The analysis includes a description of the nature of the regulatory regime; recent regulatory developments; analysis of the regulatory bodies, their policies, operational activity and relationships; scope of regulatory responsibilities, their application and legal basis; explanation of the international context; future developments expected.

International investment law is a complex and dynamic field. Yet, the implications of its history are under explored. Kate Miles examines the historical evolution of international investment law, assessing its origins in the commercial and political expansionism of dominant states during the seventeenth to early twentieth centuries and the continued resonance of those origins within modern foreign investment protection law. In particular, the exploration of the activities of the Dutch East India Company, Grotius' treatises, and pre-World War II international investment disputes provides insight into current controversies surrounding the interplay of public and private interests, the systemic design of investor-state arbitration, the substantive focus of principles, and the treatment of environmental issues within international investment law. In adopting such an approach, this book provides a fresh conceptual framework through which contemporary issues can be examined and creates new understandings of those controversies.

A breach of fair and equitable treatment is alleged in almost every investor-state dispute. It has therefore become a controversial norm, which touches many questions at the heart of general international law. In this book, Roland Klager sheds light on these controversies by exploring the deeper doctrinal foundations of fair and equitable treatment and reviewing its contentious relationship with the international minimum standard. The norm is also discussed in light of the fragmentation of international law, theories of international justice and rational balancing, and the idea of constitutionalism in international law. In this vein, a shift in the way of addressing fair and equitable treatment is proposed by focusing on the process of justificatory reasoning.