Pettet, Lowry & Reisberg's Company Law
Author: Arad Reisberg
Publisher: Pearson UK
Published: 2018
Total Pages: 843
ISBN-13: 1292078669
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Pettet, Lowry & Reisberg's Company Law
Author: B. G. Pettet
Publisher:
Published: 2012
Total Pages: 588
ISBN-13: 9781408272831
DOWNLOAD EBOOKThoroughly revised and rewritten to take into account the fundamental changes brought about by the Companies Act 2006, this new edition of Pettet's 'Company Law' provides a thought provoking textbook on all areas of Company and Capital Markets Law as covered on university courses.
Comparative Company Law
Author: Carsten Gerner-Beuerle
Publisher: Oxford University Press
Published: 2019-05-06
Total Pages: 1704
ISBN-13: 0191059080
DOWNLOAD EBOOKComparative Company Law provides a systematic and coherent exposition of company law across jurisdictions, augmented by extracts taken from key judgments, legislation, and scholarly works. It provides an overview of the legal framework of company law in the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice. The comparative analysis of legal frameworks is firmly grounded in legal history and legal and economic theory and bolstered by numerous extracts (including extracts in translation) that offer the reader an invaluable insight into how the law operates in context. The book is an essential guide to how company law cuts across borders, and how different jurisdictions shape the corporate lifespan from its formation by way of incorporation to its demise (corporate insolvency) and eventual dissolution. In addition, it offers an introduction to the nature of the corporation, the framework of EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, legal capital, piercing the corporate veil, and corporate insolvency and restructuring law.
The Derivative Action in Asia
Author: Dan W. Puchniak
Publisher: Cambridge University Press
Published: 2012-06-28
Total Pages: 477
ISBN-13: 1139510592
DOWNLOAD EBOOKThis in-depth comparative examination of the derivative action in Asia provides a framework for analysing its function, history and practical application and examines in detail how derivative actions law works in practice in seven important Asian jurisdictions (China, Hong Kong, India, Japan, Korea, Taiwan and Singapore). These case studies allow an evaluation of a number of the leading Western comparative corporate law and governance theories which have come to define the field over the last decade. By debunking some of these critically important theories, this book lays the foundation for an accurate understanding of the derivative action in Asia and a re-examination of the regulation of the derivative action around the world.
Banking Law
Author: Andreas Kokkinis
Publisher: Routledge
Published: 2021-03-16
Total Pages: 445
ISBN-13: 1000335550
DOWNLOAD EBOOKBanking regulation and the private law governing the bank-customer relationship came under the spotlight as a result of the global financial crisis of 2007–2009. More than a decade later UK, EU and international regulatory initiatives have transformed the structure, business practices, financing models and governance of the banking sector. This authoritative text offers an in-depth analysis of modern banking law and regulation, while providing an assessment of its effectiveness and normative underpinnings. Its main focus is on UK law and practice, but where necessary it delves into EU law and institutions, such as the European Banking Union and supervisory role of the European Central Bank. The book also covers the regulation of bank corporate governance and executive remuneration, the promises and perils of FinTech and RegTech, and the impact of Brexit on UK financial services. Although detailed, the text remains easy to read and reasonably short; pedagogic features such as a glossary of terms and practice questions for each chapter are intended to facilitate learning. It is a useful resource for students and scholars of banking law and regulation, as well as for regulators and other professionals who are interested in reading a precise and evaluative account of this evolving area of law.
Shareholder Protection in Close Corporations
Author: Alan K Koh
Publisher: Cambridge University Press
Published: 2022-09-29
Total Pages: 427
ISBN-13: 110875161X
DOWNLOAD EBOOKClose corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.
Corporate Governance in the Shadow of the State
Author: Marc Moore
Publisher: Bloomsbury Publishing
Published: 2013-03-01
Total Pages: 336
ISBN-13: 1782250867
DOWNLOAD EBOOKOver recent decades corporate governance has developed an increasingly high profile in legal scholarship and practice, especially in the US and UK. But despite widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined and understood. In this important work, Marc Moore critically analyses the core dimensions of corporate governance law in these two countries, seeking to determine the fundamental nature of corporate governance as a subject of legal enquiry. In particular, Moore examines whether Anglo-American corporate governance is most appropriately understood as an aspect of 'private' (facilitative) law, or as a part of 'public' (regulatory) law. In contrast to the dominant contractarian understanding of the subject, which sees corporate governance as an institutional response to investors' market-driven private preferences, this book defines corporate governance as the manifestly public problem of securing the legitimacy – and, in turn, sustainability – of discretionary administrative power within large economic organisations. It emphasises the central importance of formal accountability norms in legitimating corporate managers' continuing possession and exercise of such power, and demonstrates the structural necessity of mandatory public regulation in this regard. In doing so it highlights the significant and conceptually irreducible role of the regulatory state in determining the key contours of the Anglo-American corporate governance framework. The normative effect is to extend the state's acceptable policy-making role in corporate governance, as an essential supplement to private ordering dynamics. Shortlisted for The Peter Birks Prize for Outstanding Legal Scholarship 2013.
Comparative Corporate Governance
Author: Andreas M. Fleckner
Publisher: Cambridge University Press
Published: 2013-07-11
Total Pages: 1252
ISBN-13: 1107355117
DOWNLOAD EBOOKThe business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.
Company Law
Author: Eva Micheler
Publisher: Oxford University Press
Published: 2021
Total Pages: 321
ISBN-13: 0198858876
DOWNLOAD EBOOKThis book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.
Shareholder Protection Reconsidered
Author: Georgios Zouridakis
Publisher: Routledge
Published: 2019-11-26
Total Pages: 212
ISBN-13: 1000757501
DOWNLOAD EBOOKThis book examines the role and potential of derivative actions in shareholder protection in public limited companies. Derivative actions have been a focal point of legislators’ agendas on shareholder protection, in the past few decades, throughout Europe and beyond. Nevertheless, there remain jurisdictions, such as Greece, which are still devoid of this remedy. Against this backdrop, this book examines whether and how the derivative action may improve shareholder protection, constituting thus a mechanism that justifies legislative attention. It does so in three parts. First, it analyses the desirable role derivative actions assume in protecting shareholder property, monitoring corporate management and mitigating agency costs, alongside their economic implications, introducing the reader to the contemporary international debate on the topic. Having set the desiderata, the second part proceeds with the comparative analysis of Greek, German and UK law – jurisdictions that have recently reformed their provisions on shareholder protection – examining not only the law on derivative actions and their Greek counterpart remedy but also mechanisms of shareholder protection that do, or could, assume functions similar to those of the derivative action. By critically assessing the merits and failures of the respective UK, German and Greek shareholder protection laws, the book then proceeds to offer (in Part III) a model framework of shareholders’ derivative litigation for jurisdictions considering reform. Written in an accessible format, it will be an invaluable resource for anyone interested in this important aspect of company law and corporate governance.
