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Der Bankrechtstag 2017 widmete sich u.a. der'Ertragssituation und (den) -perspektiven der deutschen Kreditwirtschaft', der'Zulässigkeit von Bankenentgelten'sowie'Negativzinsen'. Referenten aus Wissenschaft und Praxis diskutierten unter der Leitung von Univ.-Prof. Mathias Habersack, Universität München und Elisabeth Roegele, BaFin, Frankfurt a. M..

This book focuses on the legal and social aspects of corporate governance through doctrinal and empirical research papers presented at the 9th International Conference on Governance Fraud Ethics and Social Responsibility held at National Law University Delhi in 2018. The papers encompass the internal and external factors that affect the interests of a company's stakeholders, including shareholders, customers, suppliers, government regulators and management, and several other important players. The book provides better clarity on the concept of corporate governance and how it is intertwined with factors such as sustainability, social responsibility and the role of government, taxation and audit, and shareholder engagement.

When corporations carry on their business in a grossly negligent manner, or take a cavalier approach to risk management, the consequences can be catastrophic. The harm may be financial, as occurred when such well-regarded companies as Enron, Lehman Brothers, Worldcom and Barings collapsed, or it may be environmental, as illustrated most recently by the Gulf oil spill. Sometimes deaths and serious injuries on a mass scale occur, as in the Bhopal gas disaster, the Chernobyl nuclear explosion, the Paris crash of the Concorde, the capsize of the Herald of Free Enterprise, and rail crashes at Southall, Paddington and Hatfield in England.What role can the law play in preventing such debacles and in punishing the corporate offenders? This collection of thematic papers and European country reports addresses these questions at both a theoretical and empirical level. The thematic papers analyse corporate criminal liability from a range of academic disciplines, including law, sociology/criminology, economics, philosophy and environmental studies, whilst the country reports look at the laws of corporate crime throughout Europe, highlighting both common features and irreconcilable differences between the various jurisdictions.

This paper examines corporate governance and regulation in the context of the current global financial crisis at its peak time in 2008/2009. For the purpose of this study, it is essential to be aware of the market conditions and business models, in which corporate governance and regulation needed to function throughout the last years. Moreover, it is essential to consider the impact of regulation; the financial sector has widely emphasized the rationale of self-regulation, which is generally seen as more cost-effective and preferable to government regulation. It will be shown that a complex web of interrelated failures in both corporate governance and governmental regulation not only caused, but also prolonged the crisis. Examining the function and weaknesses of corporate governance adds an important perspective to the search for the causes. It reveals the ability of companies (in the financial sector) to effectively use the freedom associated with self-regulation, as it likewise defines an area for possible government regulation in the short and long term. Examining government regulation on a national (US) and international level demonstrates that not only failures in corporate governance, but even more a number of imprudent government regulations were fundamental for the financial debacle. In addition, recent government interventions and draft proposals predict the danger of overregulation and the implementation of further imprudent policies. In order to discuss the role of self-regulation and government regulation in the context of the global financial crisis, the last chapter establishes a chain of reasoning, which mainly refers to the findings of this paper; it is complemented with considerations regarding the special nature of the financial sector and the future role of government regulation. It is shown that the desired balance does and should not only depend on government regulators; but that stability of firms and markets requires sound corporate governance and self-regulation by companies in the financial sector. This approach involves a number of short and long term recommendations for both governments and companies.

Advancing digitalisation has now also reached the management of large companies and has therefore arrived in stock corporation law. This paper discusses whether and within what legal framework the work of the supervisory board can be improved through the use of artificial intelligence. The work subjects fundamental questions of supervisory board law to a new review – such as delegation within the supervisory board, the right to information independent of the management board, qualification requirements for supervisory board members or a separate supervisory board budget.

Sustainable Corporations offers synthesized readings from law, management, philosophy, psychology, sociology, even biology – written by academics, journalists, business people, poets, bloggers, scientists, even religious leaders. The book focuses on the elusive “sustainable corporation” and is designed for an upper-level course sequenced after the basic Corporations course.Features of this Edition: Unlike many law texts, the book is meant to be absorbed in a sequential swoop as the concepts build on each other. The book, developed over the course of 10 years, has been used by law students, MBA students, graduate sustainability students, even undergraduate students – in both the US and Europe. The book can be used in a concentrated four-week course, an eight-week course, or a typical 14-week course. The book is meant to take professors and students on a journey from point A to point Z. It begins with a fresh look at U.S. corporate law, then moves to consider the US corporation's unsustainable design, next describes the movement toward a focus on the Triple Bottom Line, then turns to proposals to redesign the corporation's legal DNA, and finally offers a fundamental rethinking of the corporation. Professors and students will benefit from: The book's main feature is its sequential design: (1) basics of US corporate law; (2) the corporation's unsustainable design; (3) the Triple Bottom Line (ESG) movement; (4) proposals to redesign the corporation; (5) a deep rethinking of the corporation. Each chapter begins with a chapter overview, includes heavily edited readings from a variety of sources, features regular explanatory “break-out boxes, and offers end-of-chapter concluding thoughts (essays, poems, stories, fables, riddles). The book has its own website that includes the following materials for use by students (also available in Casebook Connect): online lectures, recommended videos (TED talks, interviews, documentaries, etc.), suggested YouTube music videos (from Hendrix Star-Spangled Banner to Dolly Parton Working Nine to Five), student research papers.

Keeping Your Own Counsel: Simple Strategies and Secrets for Success in Law School, by Professor Walter A. Effross, is a unique toolkit of practical systems, schedules, and scores of (sometimes-surprising) suggestions, to help students distinguish themselves in the classroom, the exam room, and the interview room. The purchase of this ebook edition does not entitle you to receive access to the Connected eBook on CasebookConnect. You will need to purchase a new print book to get access to the full experience including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Drawing on the author's seven years of big-firm practice and quarter-century of full-time law teaching, the book provides encouraging and immediately-usable methods to support students throughout their law school careers, starting well before the first day of classes. Keeping Your Own Counsel includes structures for mastering information, maximizing efficiency, minimizing stress, and building a portfolio of publications. Students will benefit from: Clear and meaningful discussions, with numbered lists of considerations, questions, and suggestions; Consistent emphasis on maintaining and cultivating one's purpose, values, and professional and personal ethics; Recommendations of effective ways to use inexpensive and easily-available, but often-overlooked, resources; Chronological coverage includes: pre-law reading; becoming fully oriented; how law school differs from, and resembles, law practice; core lists to maintain; preparing for classes and exams; exam-taking; analyzing, and writing, law review articles; selecting upper-level courses; judicial clerkships; and, succeeding in job interviews. Eight detailed appendices present lists of: dozens of ways to enhance the lawyer's role in decision-making; more than 150 potential paper/blogging topics; over 50 elements of contract-drafting; and, more than 25 creative career categories of practice in corporate and ESG (Environmental, Social, and Governance) law.

The number of hedge funds and the assets they have under management has increased in recent years. This increase became significantly more pronounced after the market downturn in 2001. Hedge funds can help investors to benefit from volatile and even sinking stock markets. However, despite the prominent use of the word'hedge'in their name, such funds rarely offer a safe hedge against risk, given that they depend heavily on skill-based investment techniques and often invest in highly speculative financial instruments. Nevertheless, such funds received no specific treatment in the legislation of such major markets as Germany and the United States for years. Against the backdrop of international regulatory concern for hedge funds, the Institute for Law and Finance (ILF), in cooperation with Deutsches Aktieninstitut e.V. (DAI), brought together leading scholars, lawyers and bankers, to assess the risks, opportunities and regulatory challenges that hedge funds present. At the time of the conference, German lawmakers were still discussing the need and possible content of a new law. The fruit of their discussions was the German Investment-Modernization Act (Investmentmodernisierungsgesetz), which entered into force on January 1, 2004, and increased the attractiveness of offering hedge fund products in the German market. This inaugural volume of the Institute for Law and Finance Series contains the proceedings of the ILF/DAI May 2003 conference entitled'Hedge Funds: Risks and Regulation', and presents papers discussing the economic characteristics of and regulatory strategies for addressing hedge funds. The first two papers examine hedge funds from an economic perspective. Alexander M. Ineichen, Managing Director and Global Head of AIS Research at UBS, reveals the economic reality of hedge funds from the myths that has surrounded them. Then Franklin R. Edwards, Professor and Director of the Center for the Study of Futures Markets of the Columbia Business School in New York explains how the regulation of hedge funds should be tailored to their core economic reality and the goals of financial stability and investor protection. Next, Marcia L. MacHarg, a partner of Debevoise & Plimpton LLP, Ashley Kovas, a Manager in the Business Standards Department of the Financial Services Authority, London, and Edgar Wallach, a partner of Hengeler Mueller, present the state of the relevant regulatory structures in the United States, the United Kingdom, and Germany, respectively. The book then closes with an analysis of corporate structures used for German hedge funds, offered by Kai-Uwe Steck, a member of the German Asset Management practice group of Shearman & Sterling LLP.

Welche Bedeutsamkeit wollen wir Werten wie kollektiver Selbsthilfe, Verwaltungsautarkie, Freiheit, Gleichheit oder Demokratie in Bezug auf unsere privatautonom gestaltbare Lebensführung zumessen? Wer diese philosophische Frage rechtlich interpretieren möchte, muss auf das Gesellschaftsrecht und mittelbar auch auf das Verfassungsrecht schauen. Denn das Gesellschaftsrecht regelt das rechtliche Können innerhalb unserer Gesellschaftsformen. Das Verfassungsrecht wiederum gibt ein Mindest- sowie ein Übermaß an Regelung vor. Die eG ist eine außergewöhnliche Gesellschaftsform und ihr Konzept stark an den oben genannten Werten orientiert. Das verrät bereits ein Blick in § 1 GenG, wonach die Förderung der Mitglieder als gesetzlich manifestierte Zwecksetzung verankert wird. Die Förderwirtschaft sowie andere Essenzen der eG laufen Gefahr – vor dem Hintergrund eines vorherrschend kapitalwirtschaftlich orientierten Anpassungsdrucks – abgeschafft bzw. bis zur Unkenntlichkeit aufgeweicht zu werden. Die vergleichsweise Darstellung besonderer Eigenarten der eG, ob und inwieweit die Legislative zu Wesensveränderungen bemächtigt ist und was aus verfassungsrechtlicher Sicht Bestandsschutz genießt oder genießen sollte, erörtert der Verfasser in dieser Arbeit. What significance do we want to attach to values such as cooperative self-help, administrative self-sufficiency, freedom, equality or democracy in relation to our autonomous lifestyle as one of many indivduals? Anyone who wants to interpret this philosophical question in legal terms has to take a look at corporate law and, indirectly, to constitutional law. For corporate law regulates the legal ability within our corporate forms. Constitutional law specifies, in turn, a minimum as well as an excess of regulation. The eG is an exceptional corporate form and its concept is strongly oriented towards the values mentioned above. This reveals a glance at § 1 GenG, according to which the promotion of the members via cooperational self-help is anchored as a legally manifested purpose. This foundational principle as well as other essences of the eG are in danger of being abolished or softened beyond recognition against the backdrop of a predominantly capital-economy oriented pressure to adapt. In this paper, the author discusses the special characteristics of the eG in comparison to other german national legal forms, whether and to what extent the legislature is empowered to change its nature, and what enjoys or should enjoy constitutional protection.

The recurrent tremendous corporate scandals on the Chinese capital market indicate the poor internal supervision performed by the supervisory board. It raises the question whether and to what extent the supervisory board of Chinese listed corporations is equipped with necessary information to exercise its supervisory function under the current regulatory framework. To answer this question, this paper deals with the information system of the supervisory board on the basis of a comparative study with German stock corporation law. As result, the supervisory board of Chinese listed corporations in fact cannot obtain sufficient information to exercise its supervisory function due to the extensive malfunction of the current information system.

Given the increasing number of human rights violations by multinational companies, the call for liability of western companies is growing louder and louder. The question whether such liability already exists de lege lata has so far been answered only fragmentarily. With her paper on the liability of multinational companies for human rights violations, the author fills this gap. The author not only investigates the liability of a parent company, but also examines whether compliance duties of the board of directors comprise a group-wide obligation to prevent human rights violations. While an explicit implementation of such duty of care has repeatedly been considered, but not yet realised, in Germany, the French legislator has already implemented an obligation to monitor compliance with human rights. Based on this act, the author examines how the liability of multinational companies could be structured de lege ferenda.

Intensive work on transfer pricing, one of the most relevant and challenging topics in the international tax environment, continues to increase worldwide at every level of government and international policy with far-reaching impact on countries'legislations, administrative guidelines and jurisprudence. This book presents an in-depth, issue-by-issue analysis of the current state of developments along with suggestions for future solutions to the problems raised. Emerging from the research conducted by the WU Transfer Pricing Center at the Institute for Austrian and International Tax Law at WU (Vienna University of Economics and Business), this book offers eight topic-based papers prepared by international experts on transfer pricing. Greatly helping to define recent transfer pricing issues around the world, this book encompasses the following topics: Global Transfer Pricing Developments; Transfer Pricing Developments in the European Union; Transfer Pricing Developments in the United States; Transfer Pricing Developments in Developing Countries and Emerging Economies; Recent Developments on Transfer Pricing and Intra-Group Services; Recent Developments on Transfer Pricing and Intra-Group Financing; Recent Developments on the Nexus Rules to Tax Business Profits at Source; and Recent Developments on Attribution of Profits to Digital Permanent Establishments. The intense work of international organizations such as the Organisation for Economic Co-operation and Development, United Nations and other international organizations as well as the intense work of the European Union is thoroughly analyzed in this book. The detailed analysis will be of immeasurable value to the various players including international organizations, the business community and advisory firms, corporate CEOs and CFOs, and government officials as well as to tax lawyers, in-house counsel and academics in facilitating efficient dialogue and a coordinated approach to transfer pricing in the future.

BPP Learning Media is an ACCA Approved Content Provider. Our partnership with ACCA means that our Study Texts, Practice & Revision Kits and iPass (for CBE papers only) are subject to a thorough ACCA examining team review. Our suite of study tools will provide you with all the accurate and up-to-date material you need for exam success.

BPP Learning Media is an ACCA Approved Content Provider. Our partnership with ACCA means that our Study Texts, Practice & Revision Kits and iPass (for CBE papers only) are subject to a thorough ACCA examining team review. Our suite of study tools will provide you with all the accurate and up-to-date material you need for exam success.

Understanding Company Law is a lively introduction to the key principles of the Companies Act 2006 and modern company law. It takes a unique approach to the subject, which also encompasses the important and growing fields of securities regulation, corporate governance and corporate social responsibility. This book covers all of the key topics that a student reader will encounter in any company law course. The discussion presents the key principles simply, before guiding the reader through the more complex issues that are often the focus of examinations in this subject. It also offers pathways into further reading, while injecting enjoyment back into the topic. In Understanding Company Law, Professor Hudson provides a straightforward guide to the law, while providing context, detailed analyses of the leading cases, and no little humour. The second edition covers key recent changes and developments in company law, both case law and statutory, including: two recent Supreme Court decisions on piercing the corporate veil, VTB Capital plc v Nutritek International Corp and others and Prest v Petrodel Resources Limited & Others, and an analysis of the Conservative government's Green Paper on Corporate Governance. Online supportVisit the author's website at www.alastairhudson.com to find podcasts of specially recorded lectures covering the basic principles and an audiobook version of this text.

BPP Learning Media is an ACCA Approved Content Provider. Our partnership with ACCA means that our Study Texts, Practice & Revision Kits and iPass (for CBE papers only) are subject to a thorough ACCA examining team review. Our suite of study tools will provide you with all the accurate and up-to-date material you need for exam success.

BPP Learning Media is an ACCA Approved Content Provider. Our partnership with ACCA means that our Study Texts, Practice & Revision Kits and iPass (for CBE papers only) are subject to a thorough ACCA examining team review. Our suite of study tools will provide you with all the accurate and up-to-date material you need for exam success.

Walter Effross is a superb teacher and succeeds in making a sometimes dry subject interesting to students. Corporate Governance contrasts schools of thought, explaining the conflicts between such theories as contractarianism and communitarianism, and such emerging academic approaches as empiricism and behavioral economics. The text includes excerpts from only the most important sections of judicial decisions along with their relevant factual and procedural context. Extensive notes address the reactions to decisions from other courts, commentators, counsel, and executives. Dozens of examples ripped from the headlines, excerpted from actual corporate documents, and drawn from popular culture illustrate key principles and spark class discussions. More than one hundred suggestions for paper topics are especially useful for participants in research and writing seminars. An appendix categorizes and details more than eighty separate initiatives that shareholder activists and commentators have proposed. A wide range of excerpts from corporate documents and court decisions interpreting these materials help students translate the caselaw and learn drafting techniques. The Second Edition reflects legislative, regulatory, judicial, and Fortune 500 developments since mid-2009 as well as new examples from corporate documents, the Great Books, and popular culture. Detailed coverage of new and emerging topics includes discussion of the governance of nonprofit corporations the emerging types of social enterprises such as benefit corporations, B corporations, and flexible purpose corporations; the board s responsibility to rein in the cyber-risks raised by hackers, e-mails, Web sites, and social media; and the implications for directors, officers, and counsel of new research on avoiding common cognitive traps that compromise decision-making in situations of risk and uncertainty. The Second Edition explores governance changes wrought by the financial crisis and reform legislation; the responsible corporate officer doctrine, the honest services doctrine, and other theories of executive liability; issues raised by crowdfunding ; and the consequences of the Citizens United decision removing limits on companies independent political expenditures. New appendices give detailed advice on identifying, developing, refining, and researching topics for articles and on using the publishing process to invigorate one s professional network and career.

In-House: A Lawyer's Guide to Getting a Corporate Legal Position is the'must-have'career book on finding, securing, and thriving in the fiercely competitive in-house legal market. Author David J. Parnell takes the in-house-bound attorney by the hand, leading him or her through the maze of potential job-hunting strategies, dispelling the myths about corporate life, and offering the reader an arsenal of tips, skills and methods for creating a successful corporate career. Sometimes irreverent, always poignant, Parnell's In-House is the first step on your way to corporate legal glory. In addition, the book includes numerous appendixes, containing sample resumes, sample questions, a deal sheet and even a resignation letter. If you're looking for an insider's guide to getting a corporate legal job, this book is a must-have for your job-search library. Chapter 1: MythBusters: Separating In-House Fact from Fiction Chapter 2: Guts, Tools, and Reality Check: Do You Have What It Takes? Chapter 3: Painting the Bull's Eye: Defining Your Ideal Position Chapter 4: The Paper Ambassadors: Writing Your Resumé and Deal Sheet Chapter 5: The Funnel of Love: Creating Your Marketing Funnel and Strategy Chapter 6: First Contact: Approaching the GC Chapter 7: Interviewing 101: The Fundamentals of Interviewing Chapter 8: First Impressions Are the Only Impressions: Maximizing Your Physical Appearance Chapter 9: First Time's a Charm: Interview Rapport and Compatibility Chapter 10: Abe Lincoln Interviewing: Intelligence, Competence and Credibility Chapter 11: Borrowing Johnny's Fiddle to Bargain with the Devil: Compensation Negotiations Appendix A: Personal & Professional Skills Questionnaire Appendix B: Position-Specific Filtering Questions Appendix C: Sample Resumé 1 Appendix D: Sample Resumé 2 Appendix E: Sample Deal Sheet Appendix F: Position Comparison Guideline Appendix G: Sample Resignation Letter Appendix H: Search Checklist

An easy to use guide to the Companies Act 2006 and packed full of helpful features, this book provides detailed commentary on the new Companies Act.Offering a chapter by chapter analysis of the legal and practical implications of the Act, the author traces the background to the act, considering the various Consultation Documents and White Papers issued by the Government, the proposals for company law reform and their culmination in the Company Law Reform Act.It contains: helpful checklists for the busy practitioner section by section commentary useful appendices of materials and extracts on an accompanying Companion Website. This is an invaluable and handy resource for undergraduate students and practitioners studying or working in business and company law.

At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place.'This collection of papers by leading US and European corporate law scholars provides fresh and rigorous analyses of the recent corporate governance scandals and the strategies devised by regulators to guard against future governance failures.'Randall Thomas, John Beasley Professor of Law and Business, Vanderbilt University School of Law, Vanderbilt University.

This book provides an analysis of the impact of the climate crisis on corporate law and theory in the coming decades as the world seeks to meet the target of net zero carbon emissions by 2050.Net zero targets are a particular challenge for an economy such as Australia which has a historical reliance on fossil fuels, and powerful interests arguing for the continued use of coal and gas. The book examines four recent corporate case studies in Australia. The first two follow the Adani group of companies and coal in Queensland and Rio Tinto and the destruction of ancient rock shelters in the midst of iron ore mining in WA. The book then covers the pension fund member Mark McVeigh, issuing proceedings against REST super in relation to long-run investment decisions and the need to take into account climate risk. Finally, it discusses Sharma, a representative action taken by school children against the Federal government in relation to expansion plans in relation to fossil fuels allegingbreach of the duty of care. These case studies highlight some of the key trends and challenges in the intersection between corporate activity and the need to account for climate risk and adaptation, with Australia as a G20 economy having much to contribute to the global debate.The book will be of interest to students and researchers in the field of climate and environmental law, as well as corporate law and theory.

The book explores the role of public market actors in sustainable and circular economy innovation and financing.The shift to a circular economy requires active innovation, alongside radical changes in law, finance and policy considerations, since regulation is often tightly connected with the assumption of a linear model of consumption. Finance is crucial in creating sustainable and circular economy markets and innovations: public finance is important from the perspective of seeing the state as an engine for promoting sustainable innovations, but private funds are also required. Legislative initiatives for promoting repairs have been proposed or adopted in the EU, US and in Australia, representing remarkable steps forward but still leaving many obstacles without legislative intervention. This book examines circular economy regulation and policy on a comprehensive, general level, as well as assessing the regulatory possibilities of promoting the right to repair. Promotion of circular economy innovations as well as changing the practices and changing consumer patterns towards a more comprehensive adoption of CE are discussed from perspectives of legal, social and moral norms. The book critically evaluates current legislative reforms and assesses existing barriers to the circular economy and innovation in intellectual property law, consumer law and competition law.Providing an in-depth analysis of this dynamic field, geared towards reconsidering both existing and prospective policies and regulatory regime, the book makes recommendations for solutions to legislative barriers. It is an indispensable resource for both researchers and practitioners working at the intersections of markets, innovations and sustainability.

This book elaborates and interrogates the idea of evil corporations from a diverse range of disciplines.There has long been awareness of systemic harms inflicted by corporations, but this awareness has rarely led to any effective legal means to prevent and/or respond adequately to them. Lawyers and legal theorists appear to be stuck asking the same questions, and giving the same ineffective answers. Part of the problem, this book maintains, is the relative lack of theoretical interrogation into the nature of corporations as responsible, moral agents. To break this stasis, this book draws upon philosophies of wickedness in order to ask whether or not corporations are, or can be, evil. With contributions from a range of different disciplines, including law, cultural theory, theology, and philosophy, it offers a novel account of how and why corporate wrongs are caused, whilst exploring the extent to which the legal system itself facilitates such wrongdoing.The book targets a broad international audience with research interests in corporate crime. This will be of particular interest to those within the legal discipline, including corporate law, criminal law, corporate crime and law and humanities scholars.

This book focuses on the legitimacy of corporate power wielded by corporate groups, integrating legal doctrine, economic analysis, and theoretical approaches. It reassesses how corporate groups can maintain legitimacy whilst exercising corporate power.Corporate groups are a prominent commercial feature of many jurisdictions and present unique challenges. The book argues that when analysed through the lens of corporate social responsibility, a legitimacy deficiency emerges. This arises from a lack of historical debate, diluted control mechanisms, and inflated growth, utilising unique features of the corporate group. It explores how the magnified power of the corporate group presents acute challenges for corporate legitimacy. Data is utilised alongside current examples of corporate groups which identify structural architectural patterns. It explores new technologies such as Artificial Intelligence and blockchain as ways of attaining legitimacy. It presents methods of attaining legitimacy for the continued wielding of power to be held within corporate groups.This book spans several research interests under the corporate law umbrella. It will be of interest to traditional black letter company lawyers. Additionally, it will be of interest to those who have an interest in business and those who are interested in the role of technology.

Soon after the journal European Company Law was launched in 2004, it jumped to prominence as a leading resource not only for European companies and their lawyers but also for enterprises worldwide with business interests in Europe, a role it has held to the present day. This book, appearing 20 years after the first issue of the journal, celebrates this anniversary with contributions from eminent legal experts in the areas of company law, securities law, and corporate governance. Topics range over both the traditional areas of policy and practice and emerging contemporary issues in the field. The contributions – all of them characterized by the concise and practice-oriented approach for which the journal itself is widely appreciated – cover such European company law issues as the following: sustainability; environment, social, and governance matters; loyalty shares; the proposed Listing Act; cross-border mergers; shareholders'rights and activism; company groups; and digitization. The book also contains an interview with journal founders Steef Bartman and Cees de Groot on the inception and development of the journal and its ongoing relation to European company law in a broader sense. More than a testament to the front-and-centre presence of European Company Law in the development of European company law and corporate governance over the past 20 years, this book carries on the journal's aim to inform practitioners and be of interest to academics and students in the field. It is a must-have for those who work in the field of European company law either in corporate practice as legal professionals and advisors or as academics.

That all companies must be part of the sustainability transition is no longer just good advice but a necessity since the world is in an unsustainable state, both environmentally and socially. The legal, contractual and moral rules of the games for conducting business are rapidly changing for all companies involved in business or finance related to the European Union. This crucially important book explains the changing landscape and provides a guide for companies on how to transform into more sustainable businesses while at the same time complying with the laws adopted as part of the EU green deal. In this book, the author addresses such issues and topics as the following: holistic framework to understand environmental and social sustainability and its relevance for business; overview of the entire field of EU sustainability law, from human rights treaties to sustainability regulations to sustainable contracts; the connection between sustainability, economics and morality; sustainable finance and the Sustainable Finance Disclosure Regulation, EU Taxonomy and Green Bonds Regulation; sustainable business and the Corporate Sustainability Reporting and Due Diligence Directives; the European Sustainability Reporting Standards; sustainability and contracts; and sustainable supply chains. This book is an in-depth introduction to EU sustainability law and can be read as an instruction manual for sustainable business in general. It is an important guide for lawyers, business leaders, sustainability officers, auditors, and advisors. It provides a necessary basic understanding of what is required to transform today's business into a sustainable business and thus contribute to the future of humanity on Earth.

Grondslagen Ondernemingsrecht Recht vormt het fundament van het dagelijks leven van iedereen, dus ook van (toekomstige) ondernemers, managers, accountants en controllers. Basiskennis van het ondernemingsrecht is voor al deze beroepsgroepen noodzakelijk. Grondslagen Ondernemingsrecht beschrijft aan de hand van duidelijke en aansprekende voorbeelden de inrichting en organisatie van ondernemingen. Aan bod komen, naast de algemene verplichtingen van ondernemers en het begrip rechtspersoonlijkheid, de verschillende ondernemingsvormen, zoals de eenmanszaak, de personenvennootschappen en de naamloze en besloten vennootschap. Verder is er aandacht voor onderwerpen als het jaarrekeningenrecht, het recht van enquête en de structuurregeling. Het boek bespreekt tot slot het insolventierecht en het burgerlijk procesrecht. Aan het eind van elk hoofdstuk zijn kernbegrippen en hun betekenis opgenomen. Met de meerkeuzevragen en de oefenvragen kan de student zijn kennis van de stof toetsen. Meer oefenmateriaal is opgenomen in de uitgebreide online omgeving. De auteurs beschrijven het vermogens- en verbintenissenrecht in Grondslagen Vermogensrecht. Beide boeken zijn al dertig jaar vertrouwde literatuur voor studenten aan het hoger onderwijs. De auteurs Annemiek van Zeijl is voormalig docent recht en auteur van diverse juridische boeken. Michiel Adriaansen is als docent recht werkzaam bij verschillende opleidingen in het economische domein in het hoger beroepsonderwijs en het wetenschappelijk onderwijs.

This edited collection sheds light on the evolution of corporate financial crime, exploring a myriad of offenses ranging from money laundering and fraud to market manipulation and bribery.Considering and assessing the models used in national law to determine the culpability of corporations, this book compares the different schemes used to address financial and other organisational crimes committed by these entities. Through a combination of history, law, and global perspectives, its chapters dissect landmark cases and provide detailed analyses of money laundering, fraud, market manipulation, manslaughter, and legislative responses in various locations around the world. This comparative approach offers a unique lens, exploring diverse jurisdictions and shedding light on global patterns of corporate wrongdoing. By critically assessing the challenges of prosecuting economic crimes on a large scale, the collection proposes innovative solutions, including the introduction of ‘failure to prevent'offences.Corporate Criminal Liability and Sanctions: Current Trends and Policy Changes is a valuable resource for academics, professionals, and anyone intrigued by the ever-evolving realm of white-collar and corporate wrongdoing. It will appeal to scholars across the fields of law, criminology, sociology, and economics, as well as those professionally engaged in preventing and investigating corruption and in developing or enforcing regulation, such as solicitors, barristers, businessmen, and public servants.

Agency theory is ubiquitous in company law. This book explores (a) the limits of such deployment, and (b) the logic of how to deploy it.The book makes five linked arguments in respect of the limits of agency theory in company law. First, it argues that agency theory has become so broad that it can be used to analyse most human relationships. Such breadth, though, comes at the expense of legal clarity: as agency relationships cover such a broad range of relationships, there are no normative legal conclusions that can be drawn merely from identifying such a relationship. Second, it argues that we need to differentiate more specific concepts with clearer legal implications, such as externalities, and the particular manifestation of moral hazard that appears in insurance dynamics. Third, it argues that considerable amounts of existing company law theory - which is ostensibly built from agency theory - is in fact based on a series of hidden value judgments at each stage of the analysis. Fourth, it argues that company law theory should use agency theory less to rebalance the discipline: agency theory has become hegemonic, which is dangerous for the discipline, obscures company law's role in establishing incentives, undermines accountability, and reduces company law's autonomy.The book then moves to the logic of agency theory and makes three arguments. First, it argues that we need to factor in the company, only apply agency theory to voluntary interactions, and foreground our value judgments when identifying agency relations to do it properly. Second, it argues that it is rational to incur agency costs when we perceive the benefits of doing so to outweigh the costs, meaning that agency costs can be facilitative and we should look to front-end them rather than universally minimise them. Third, it argues that this needs to be undertaken through mandatory laws.Exploring the external limits and internal logic of agency cost analysis, this book will be of interest to academics, students, and researchers of corporate and company law.

Die Untersuchung beschäftigt sich mit der Fragestellung, wie weite umsatzbezogene Sanktionsrahmen im Rahmen der Verbandssanktionierung bestimmbar ausgestaltet werden können. Anlass dafür war die geplante Einführung des Verbandssanktionengesetzes, welches in § 9 Abs. 2 einen Sanktionsrahmen von bis zu 10 Prozent des Unternehmensumsatzes vorsah. Als Lösungsansatz boten sich die aus dem Common-Law-Rechtskreis bekannten Sentencing Guidelines an, deren Ursprung sich aus dem Problem weiter Strafrahmen mit unzureichenden Zumessungsregeln ergibt und die eine Anleitung zur Zumessung von Unternehmensstraftaten bieten. Daraus entstand das Ziel, eine eigene Sentencing Guideline zur Unternehmenssanktionierung mit Hilfe eines Rechtsvergleichs zu entwickeln, um den Sanktionsprozess transparenter zu gestalten und eine Orientierung zu bieten. Dabei wurden auch die Bußgeldkonzepte des Bundeskartellamtes, der BaFin und der Datenschutzkonferenz herangezogen, die eine Konkretisierung der Zumessung innerhalb umsatzbezogener Bußgeldrahmen bezwecken.

Derived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Poland provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user's fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Poland will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.

Banking Law and Financial Regulation in the UK and EU seeks to blend orthodox topics covered within the banking and financial law syllabus, such as sources of banking and financial law, financial markets, financial and banking institutions, financial transactions, and banking and financial insolvency, with a careful analysis of emerging issues and more contemporary topics.This advanced-level textbook offers a new format for the study of banking and financial law, placing it within the wider context of economic development. As such, two elements are integral to this new methodology: the rise of techno-banking and digitalisation of the financial sector, and Brexit. Departing from the approaches of more traditional textbooks in this area, the book also takes a comparative approach to UK and EU banking law, highlighting the legal consequences of the UK's exit from the EU. Aspects of human rights are integrated throughout and current debates and developments around financial crises – the advancement of technological innovations in the banking sector and contemporary topics, such as health crises, energy, and ESG and the environment – is taken into account to provide the reader with the opportunity to develop their own autonomous and broader understanding of the various concepts.Banking Law and Financial Regulation in the UK and EU will be a valuable text for students taking advanced undergraduate and postgraduate-level courses in banking law and financial law, as well as practising lawyers, managers and accountants.

A thoroughly updated new edition of this successful and influential text, it helps students gain a critical understanding of the key debates shaping the field of company law.The new edition has been updated to include many substantial developments in company law, specifically the area of board diversity, corporate social responsibility, shareholder control, director remuneration and human rights.

Can parallel shareholdings within a market weaken competition? This question is debated among legal scholars and economists as „Common Ownership“. This title examines whether and how minority shareholdings in competing undertakings by institutional investors, in particular the “Big Three” asset management firms, can have anticompetitive effects. The thesis discusses which barriers existing competition, capital markets and corporate laws draw for such effects, as well as what a future legislative solution might look like. It includes the current theoretical and empirical economic research on the subject.

What is the purpose of the stock corporation? Walther Rathenau's question about the legally standardized corporate objectives of the stock corporation has been a hot topic for over a century. In recent years, the discourse on the goal of sustainability has been influenced by the changing zeitgeist, particularly in the Anglo-American world. This change has also reached private and corporate law, which is traditionally regarded as neutral. This neutrality of corporate law requirements for the directors of public limited companies has been gradually restricted over the past decade. This raises the question of the scope and extent of sustainability requirements in relation to the profitability target.

Les règles de l'entreprise à mission sont nouvelles et mal connues. Au Canada, deux provinces ont légiféré pour introduire cette nouvelle forme d'entreprise lucrative dans le droit des sociétés par actions, soit la Colombie-Britannique et la Nouvelle-Écosse. Cet ouvrage présente en détail les modèles et dresse un état des lieux des forces et des faiblesses du droit actuellement en vigueur. Par la suite, seront comparés entre eux les modèles britanno-colombiens et néo-écossais, ainsi que ces modèles canadiens avec les modèles anglais de la Community Interest Company (CIC), étatsuniens de la Benefit Corporation et de la B Corp, et français de la société à mission. Enfin, l'ouvrage propose une série de recommandations ambitieuses pour dessiner un régime juridique apte à porter les espoirs que suscitent les entreprises à mission pour faire évoluer le modèle capitaliste. À l'intention principalement des juristes, cet ouvrage s'adresse également à celles et ceux qui s'intéressent au sujet des entreprises à mission : étudiants, entrepreneurs, gestionnaires, décideurs politiques...

In this year of the euro's 25th anniversary, the book revisits the architecture of the European currency union as it continues to evolve and faces today's concurrent challenges posed by its members'high and diverging government debt levels, debt sustainability concerns, and the considerable public expenditures, investments and reforms needed in particular to address climate change and the green transition. Key components reviewed include the single monetary policy for the eurozone; the common rules and processes for keeping a measure of discipline and orderliness in the members'economic and budgetary policies; the containment of financial fragmentation within the eurozone; and stability support for members under financial stress. The book focuses on the central role of the European Central Bank (ECB) and considers such issues as: how the ECB has defined its monetary policy mandate and calibrated its actions within the matrix of broadly worded objectives and constraints set by the EU Treaties; the possible tensions and trade-offs between the ECB's primary mission of inflation control and the episodic need to avert risks to financial stability, contain financial fragmentation and preserve the cohesion of the European currency union; the difficulties of a single monetary policy interacting with the relative heterogeneity of economic characteristics and national fiscal policies across the eurozone; the ECB's possible role in supporting the transition to a lower-carbon economy; and how judicial review by the European Court of Justice has to contend with the complexities and inherent uncertainties of monetary analysis and the ECB's need of a broad margin of policy judgment. As part of the EU's incomplete economic and monetary union, the currency union remains a work in progress. The challenges and choices at hand present serious legal questions that cannot be viewed in isolation from the economic and political issues—a kind of 3D combination puzzle to be solved.

National tax authorities often find that improving taxpayers'access to justice tends to increase the number of tax disputes, giving rise to a need to strike a workable balance between these two challenges. This extraordinarily useful and informative book looks into the status of tax disputes of some representative countries and their historical and recent moves to attain such a balance. The countries highlighted are Japan, the United States (U.S.), the United Kingdom, Australia, and New Zealand, with the European Union represented by Ireland and the Netherlands, from all of which the author makes comparisons of their rules and practices affecting the status of tax disputes and their resolution. Through his analysis, the author identifies common factors that significantly work toward increasing or decreasing the number of tax disputes in a country: tax structure; tax audit; compliance level; modes of tax dispute settlement; level of taxpayers'burden; power and performance of reviewing bodies; complementary administrative and legal measures for taxpayers; and requirement for and effect of filing tax objections/litigations. After having summarized how those factors are at work in those countries, the final chapter delineates reform options to strike a workable balance between the two challenges. In its extraction/analysis of highly disputed themes (e.g., in the case of the U.S., penalties, collection due process, innocent spouse relief, gross income, trade or business expenses), its identification of key factors that affect the number of tax disputes, and its cross-country comparison of how those factors are at work in tax law, procedures governing tax objections/litigations, etc., this is the first book to address in depth the issue of how some types of tax provisions are disputed more frequently than others. It will be of inestimable value to tax professionals and tax authorities in pursuing fairness and speedy resolution of tax disputes.

The Research Handbook on Environmental, Social and Corporate Governance presents a comprehensive view of a rapidly evolving area of study. Adopting a comparative approach, it goes beyond issues of sustainability and human rights, covering the whole spectrum of ESG and its regulatory developments.Astutely organized into clearly defined and thematic sections, chapters tackle classic questions relating to corporate governance, assess the current state of ESG and address important issues arising from its development. A carefully selected, distinguished and diverse cast of authors explore topics including directors'duties and managerial decision-making, the changing landscape of investor and shareholder activism, investment and fund regulation, and ESG initiatives in international law.This interdisciplinary Research Handbook is essential reading for academics and students of law, environmental studies, and politics and public policy. Legal practitioners of corporate law, capital markets law and securities regulation will also benefit from this authoritative analysis of ESG regulatory developments.

Kein Begriff ist in der Diskussion um eine verantwortungsvolle Unternehmensführung zuletzt so omnipräsent wie der der Nachhaltigkeit. Im deutschen Aktiengesetz findet er sich indes bislang nur an einer einzigen Stelle: § 87 Abs. 1 S. 2 AktG besagt, dass die Vergütungsstruktur für Vorstandsmitglieder bei börsennotierten Gesellschaften auf eine nachhaltige und langfristige Entwicklung der Gesellschaft auszurichten ist. Bedeutungsgehalt und nähere Konkretisierung kaum einer aktienrechtlichen Vorgabe sind so umstritten wie die jener Norm. Die Arbeit analysiert Wortlaut, Entstehungsgeschichte, Sinn und Zweck sowie Systematik von § 87 Abs. 1 S. 2 AktG in seiner Fassung nach dem ARUG II und versucht, das Verhältnis der Vorgabe zur allgemeinen Zielkonzeption des deutschen Aktienrechts zu klären. Daneben werden die aktuelle Umsetzung in der Praxis betrachtet, denkbare Rechtsfolgen im Falle einer Missachtung der Norm untersucht und ein Ausblick de lege ferenda gegeben.

Este libro constituye un verdadero tratado de Derecho cooperativo, que consta de veintinueve capítulos elaborados por grandes especialistas en la materia que en más de ochocientas páginas tratan desde aspectos más generales a cuestiones de detalle en el ámbito societario, tributario y fiscal de las sociedades cooperativas. La obra se divide en cuatro grandes partes: los principios y valores cooperativos de la Alianza Cooperativa Internacional (ACI); la recepción legal de los distintos principios cooperativos; los nuevos principios cooperativos; y los principios cooperativos y la fiscalidad de las cooperativas. En el primero de estos bloques se aborda el origen y la evolución de los principios y valores cooperativos de la ACI y, en especial, su discutido carácter de fuente del Derecho. El bloque segundo de la obra está dedicado al Derecho positivo español, donde se analiza cómo éste ha acogido y desarrollado los siete principios cooperativos de la ACI: 1.º de adhesión voluntaria y abierta, 2.º de control democrático de los miembros, 3.º de participación económica, 4.º de autonomía e independencia, 5.º de educación, formación e información, 6.º de cooperación entre cooperativas y 7.º de interés por la comunidad. Este análisis se realiza teniendo en cuenta la legislación estatal y autonómica de cooperativas, con continuas referencias al derecho comparado. En este bloque se abordan temas de tanto interés práctico como es el derecho de baja voluntaria de los socios y las cada vez mayores excepciones legales a su ejercicio, la posibilidad del articular el voto plural ponderado en la asamblea general, las prácticas de buen gobierno corporativo en el consejo rector, el régimen económico de las cooperativas y la dotación de fondos obligatorios, por poner sólo algunos ejemplos. En el bloque tercero de la obra se analizan por separado los nuevos principios que algunas leyes cooperativas autonómicas han reconocido recientemente en su articulado (sostenibilidad empresarial y medioambiental, fomento del empleo estable y de calidad, igualdad de género, etc.). Por último, el bloque cuarto trata de manera monográfica la relación entre los principios cooperativos y la fiscalidad de este tipo de entidades.

This book provides a critical analysis of the enforcement regime for breach of directors'duties in sub-Saharan Africa. Focusing on Nigeria, Kenya, Ghana, and Tanzania, it interrogates the current ‘state of play'regarding the enforcement of directors'duties in sub-Saharan African countries.The book examines the effectiveness of enforcement, the reasons for its successes or failures and how it might be improved in these countries. Finally, taking into consideration the specific socio-cultural context of the countries in question, it offers persuasive and practical avenues for reform.This book will be of interest to scholars and practitioners of comparative corporate law and corporate governance in Africa.

Derived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Ireland provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user's fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Ireland will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.

Derived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Canada provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user's fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Canada will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.

This book explains how and why insolvency law in emerging economies needs to be reinvented. It starts by examining the importance of insolvency law for the promotion of economic growth as well as the similarities and divergences in the design of insolvency law around the world. The central thesis of the book is that insolvency law in emerging economies fails to serve as a catalyst for growth. It is argued that this failure is mainly due to the design of an insolvency legislation that is not tailored to the market and institutional environment generally existing in emerging economies. The book also provides a critical analysis of the design of insolvency law in many advanced economies where the insolvency system has proven to be unattractive for debtors, creditors or both. Therefore, in addition to suggesting a new insolvency framework for emerging economies, this book ultimately invites readers to rethink insolvency law.

Der vorliegende Band macht es sich zur Aufgabe, eine „Kartographie der Kontroversen'im Gesellschaftsrecht zu erstellen und diese in einen größeren Kontext einzuordnen. In zwanzig Einzelkapiteln werden aufsehenerregende Auseinandersetzungen aus dem Recht der Personengesellschaften und des Vereins, der GmbH und der Aktiengesellschaft nachgezeichnet und analysiert. Ein besonderes Augenmerk gilt dabei dem Anfang und Ende der Debatten, den Debattenteilnehmern und Diskussionsforen sowie der Diskurskultur. Neben rein nationalen Debatten finden sich auch transnationale Rechtsgespräche.

A-Z of GRC Second Edition is endorsed by the Financial Planning Institute (FPI) and is further recognised as a Continuous Professional Development Recognised Publication. Don't miss out on the chance to benefit from this useful resource, and be amazed at the power of GRC to achieve organisational success. About the author In the labyrinthine corridors of career choices, Gail Gibson pirouetted from engineering to compliance. Gails's career kaleidoscope spun through construction sites, consumerism bazaars, and disaster management command centres. She surfed the tempests of health and finance where she found true love in education. The career journey won many awards along the way, including the prestigious “It Starts with Me” award and certificates of appreciation from places such as the City of Germiston. Gail is semi-retired but still loves training people. As a result, she acts as a senior lecturer at a business school locally and lectures internationally in health, retirement, risk and compliance. Her students include regulators and top business persons throughout the world.