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The author explores the interaction between the Constitution and religious practices in public life. School prayer, religion in prison, and same-sex marriages have created controversies challenging the Supreme Court and the nature of laws regarding religion. The author addresses such issues to trace the relationship between church and state.
Reading the Company Law Action Plan of the European Commission (issued on 21 May 2003) it is impossible not to gain the impression that European company law policy is focused on listed companies, and that their efficiency will be enhanced, if possible, by means of state competition, and only out of necessity by means of harmonisation. The same is true of the new Action Plan on European company law and corporate governance (issued on 12 December 2012). This book adopts a different approach, based first of all on the fact that throughout Europe only a small number of corporations are listed at all – the reality of corporate law is dominated by small and medium-size enterprises. Therefore legal standards pertaining to control transactions or investor protection and other topics of capital market law are not part of the core principles of corporate law. The question is not how to protect best the interests of shareholders but rather the interests of all parties affected by a firm's activities, including its creditors and third parties. The Treaty on the Functioning of the European Union reminds us not to forget that, especially when drawing the attention of the legislator to directives safeguarding “the protection of the interests of members and others” (art. 50). This book focuses on the perspective of key jurisdictions in continental Europe, such as (in an alphabetical order) Austria, France, Germany, Italy, Spain, Switzerland, while also analysing seminal developments in the Netherlands, Portugal, and the Scandinavian countries.
In this groundbreaking work, Amanda Porterfield explores the long intertwining of religion and commerce in the history of incorporation in the United States. Beginning with the antecedents of that history in western Europe, she focuses on organizations to show how corporate strategies in religion and commerce developed symbiotically, and how religion has influenced the corporate structuring and commercial orientation of American society. Porterfield begins her story in ancient Rome. She traces the development of corporate organization through medieval Europe and Elizabethan England and then to colonial North America, where organizational practices derived from religion infiltrated commerce, and commerce led to political independence. Left more to their own devices than under British law, religious groups in the United States experienced unprecedented autonomy that facilitated new forms of communal governance and new means of broadcasting their messages. As commercial enterprise expanded, religious organizations grew apace, helping many Americans absorb the shocks of economic turbulence, and promoting new conceptions of faith, spirit, and will power that contributed to business. Porterfield highlights the role that American religious institutions played a society increasingly dominated by commercial incorporation and free market ideologies. She also shows how charitable impulses long nurtured by religion continued to stimulate reform and demand for accountability.
The Spirit of the Laws is, without question, one of the central texts in the history of eighteenth-century thought, yet there has been no complete, scholarly English-language edition since that of Thomas Nugent, published in 1750. This lucid translation renders Montesquieu's problematic text newly accessible to a fresh generation of students, helping them to understand quite why Montesquieu was such an important figure in the early enlightenment and why The Spirit of the Laws was, for example, such an influence upon those who framed the American constitution. Fully annotated, this edition focuses attention upon Montesquieu's use of sources and his text as a whole, rather than upon those opening passages towards which critical energies have traditionally been devoted, and a select bibliography and chronology are provided for those coming to Montesquieu's work for the first time.
This assessment of the corporate governance role of corporate lawyers in the UK analyses the extent to which lawyers can and should act as gatekeepers, counsellors and reputational intermediaries. Focusing on external and in-house lawyers' roles in both dispersed share-ownership and owner-managed companies, Joan Loughrey highlights the conflicts of interest that are endemic in corporate representation and examines how lawyers should respond when corporate agents provide instructions contrary to the company client's interests. She also considers the legitimacy of 'creative compliance', the ethical arguments for and against lawyers prioritising the public interest over their clients' interests, and their exposure to liability if they fail to perform a corporate governance role. Finally, she considers whether the reforms to the legal profession will promote the lawyer's corporate governance role and advances suggestions for reform.
This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
Understanding the corporation means understanding its legal framework, but until recently the origins and evolution of corporate law have received relatively little attention. The topical chapters featured in this Research Handbook, contributed by leading scholars from around the world, examine the historical development of corporation and business organization law in the Americas, Europe, and Asia from the ancient world to modern times, providing an invaluable resource for both further historical research and scholars seeking the origins of present-day issues.
The Routledge Handbook of Corporate Law provides an accessible overview of current research in the field, from an international and comparative perspective. In recent years there has been an explosion of corporate law research, as this area of law continues to develop rapidly throughout the world. Traditionally, Anglo–American corporate law theory has dominated debates and publications; however, this handbook readdresses the balance by exploring the treatment of corporate law in both Europe and Asia, as well developments in the US and UK. Bringing together a wide range of key thinkers in the field, this volume is divided into three main parts: Thinking about corporate law Corporate law principles and governance Some cross-cultural comparisons Providing up-to-date and authoritative articles covering all the key aspects of corporate law, this reference work is essential reading for advanced students, scholars and practitioners in the field.
