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The global shift from the direct holding of securities by investors to the current intermediated holding system raises many important legal issues. These include the impact of the intermediated holding system on the rights of investors, and the enforcement of those rights against intermediaries and issuers. The cross-border nature of many holding patterns adds another layer of complexity to these issues, and reduces legal certainty. Against this, intermediation offers benefits for many investors, including the ability to hold a cross-border portfolio with one intermediary, a reduction in costs and the facilitation of the use of securities in the collateral, repo, and securities lending markets. This book covers a number of legal topics relating to intermediated securities including the history of intermediation, the benefits and problems in the current intermediated holding system, and how future legal and technological developments could help to resolve these problems while retaining the benefits of intermediation. It also examines the possible impact of FinTech on this area, in particular the potential for Blockchain to be used in the issuing, holding and settlement of securities, the extent to which this will solve some of the difficulties that currently exist, and whether the use of Blockchain will create new difficulties that will need to be overcome.This book, which originated in a series of workshops organised by the Commercial Law Centre at Harris Manchester College, Oxford, will appeal to those interested in financial and corporate law, including academics, practitioners, policy makers and students.

The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two.This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Corporate Finance is an area of law which is obviously of significant practical importance, but the academic analysis of this area of law has also been increasingly recognised. This book provides a discussion of the most interesting theoretical and policy issues in Corporate Finance law. This book covers both the equity and debt sides of Corporate Finance law, and seeks, where possible, to compare the two, considering the desirability of each in various circumstances and pointing to areas of convergence and overlap. The topics covered in this book include: an overview of the financing options available to companies; the relationship between debt and equity; legal capital; contractual protection for creditors; proprietary protection for creditors; single and multiple lenders; transferred debt; public offers of shares; the ongoing regulation of the capital market; the regulation of debt; takeovers; schemes of arrangement and private equity. Each chapter analyses the issues so as to enable the reader to understand the difficulties, risks and tensions inherent in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book discusses areas where the law is uncertain, including some difficult conceptual problems, and considers the present law critically, including options for possible reform. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Globally, there has been a shift from securities being held directly by an investor, to a situation in which many securities are held via an intermediary. The existence of one or more intermediaries between the investor and the issuer has a potentially significant impact on the rights of the investor, the role and obligations of the issuer, and on the position and responsibilities of the intermediary. However, different jurisdictions have dealt with the issues arising from intermediation in a variety of ways. In the UK, for example, the concept of a trust is used to explain the different rights and obligations which arise in this scenario, whereas in the US the issues have been addressed by legislation, in the form of UCC Article 8. This variety is problematic, given that it is possible for an investor to hold securities in a number of different jurisdictions. A new UNIDROIT Convention on the issue of Intermediated Securities, the Geneva Securities Convention 2009, aims to create a common framework for dealing with these issues. This collection of essays explores the issues that arise when securities are held via an intermediary, and in particular assesses the solutions put forward by the new Convention on this issue. It will be essential reading for practitioners and academics.

This book arises out of the second Anglo-German Law Conference in Oxford,held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking account of these new developments, among others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.