Danny Busch, Laura Macgregor, and Peter Watts (eds)
- Published in print:
- 2016
- Published Online:
- June 2016
- ISBN:
- 9780198738473
- eISBN:
- 9780191821233
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780198738473.001.0001
- Subject:
- Law, Company and Commercial Law
This book contains contributions on aspects of the operation of agency law in commercial contexts by many of the world’s leading experts on the law of agency. It is the product of a conference of the ...
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This book contains contributions on aspects of the operation of agency law in commercial contexts by many of the world’s leading experts on the law of agency. It is the product of a conference of the authors held at the University of Nijmegen in November 2014. Contributing authors come from Australia, Canada, the Netherlands, New Zealand, Singapore, the United Kingdom, and the United States. It comprises 12 chapters in five parts, preceded by a synthesising introduction. The first substantive section is devoted to aspects of general principle, including apparent authority, ratification, undisclosed principals, indirect representation, and unidentified principals. The second section, on Agency in Company Law, is concerned with the status as agents of company directors, liquidators, and receivers. The third section addresses the role of agency law in markets in financial transactions and services, including the relationship between insurers, agents and their customers. There is treatment of the common law, but also of aspects of statutory regimes including the Financial Services and Markets Act 2000 (UK), Markets in Financial Instruments Directive (MiFID), and the Insurance Act 2015 (UK). The fourth section is concerned with powers of attorney. The fifth and last section is concerned with private international law, and in particular issues of conflict of laws arising out of the EC Commercial Agents Directive.Less
This book contains contributions on aspects of the operation of agency law in commercial contexts by many of the world’s leading experts on the law of agency. It is the product of a conference of the authors held at the University of Nijmegen in November 2014. Contributing authors come from Australia, Canada, the Netherlands, New Zealand, Singapore, the United Kingdom, and the United States. It comprises 12 chapters in five parts, preceded by a synthesising introduction. The first substantive section is devoted to aspects of general principle, including apparent authority, ratification, undisclosed principals, indirect representation, and unidentified principals. The second section, on Agency in Company Law, is concerned with the status as agents of company directors, liquidators, and receivers. The third section addresses the role of agency law in markets in financial transactions and services, including the relationship between insurers, agents and their customers. There is treatment of the common law, but also of aspects of statutory regimes including the Financial Services and Markets Act 2000 (UK), Markets in Financial Instruments Directive (MiFID), and the Insurance Act 2015 (UK). The fourth section is concerned with powers of attorney. The fifth and last section is concerned with private international law, and in particular issues of conflict of laws arising out of the EC Commercial Agents Directive.
Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock
- Published in print:
- 2017
- Published Online:
- March 2017
- ISBN:
- 9780198739630
- eISBN:
- 9780191837982
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780198739630.001.0001
- Subject:
- Law, Company and Commercial Law
This book provides a theoretical framework for the understanding of corporate (or company) law from both a functional and a comparative perspective and illustrates how corporate laws in core ...
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This book provides a theoretical framework for the understanding of corporate (or company) law from both a functional and a comparative perspective and illustrates how corporate laws in core jurisdictions (namely, Brazil, the U.S., the UK, France, Germany, Italy, and Japan) conform to that framework. Corporations in all jurisdictions share the same key legal attributes: namely, 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, namely those between: (1) managers and shareholders as a class; (2) controlling shareholders and minority shareholders; and (3) 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 book illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, it highlights the many commonalities across jurisdictions and reflects on the reasons why they 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, the protection of external stakeholders, the relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets.Less
This book provides a theoretical framework for the understanding of corporate (or company) law from both a functional and a comparative perspective and illustrates how corporate laws in core jurisdictions (namely, Brazil, the U.S., the UK, France, Germany, Italy, and Japan) conform to that framework. Corporations in all jurisdictions share the same key legal attributes: namely, 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, namely those between: (1) managers and shareholders as a class; (2) controlling shareholders and minority shareholders; and (3) 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 book illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, it highlights the many commonalities across jurisdictions and reflects on the reasons why they 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, the protection of external stakeholders, the relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets.
Daniel J. Gifford and Robert T. Kudrle
- Published in print:
- 2015
- Published Online:
- September 2015
- ISBN:
- 9780226176109
- eISBN:
- 9780226176246
- Item type:
- book
- Publisher:
- University of Chicago Press
- DOI:
- 10.7208/chicago/9780226176246.001.0001
- Subject:
- Law, Company and Commercial Law
This book aims to resolve a puzzle: how can two systems of competition law and policy, whose enforcement and judicial institutions employ similar concepts and legal language, reach very different ...
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This book aims to resolve a puzzle: how can two systems of competition law and policy, whose enforcement and judicial institutions employ similar concepts and legal language, reach very different results on a number of current, significant antitrust issues? The most important provisions of the Sherman Act and the competition sections of the Treaty Founding the European Union are striking similar, but a combination of differences in social values, political institutions, and legal precedent retard close convergence. The work explores the main contested areas of contemporary antitrust: mergers, price discrimination, predatory pricing, exclusive supply, conditional rebating, and intellectual property in the context of dynamic competition. In each area we focus on how the prevalent antitrust analyses differ between the EU and the U.S., the policy ramifications of these differences, and how the analyses used by the enforcement authorities or the courts in each of these areas relate to those in other areas. The book also tracks several substantive themes that appear across the chapters, such as pricing incentives and constraints, welfare effects, and whether competition tends to be viewed as an efficiency generating process or as rivalry. We conclude with forecasts and suggestions about how greater compatibility if not convergence might ultimately be attained.Less
This book aims to resolve a puzzle: how can two systems of competition law and policy, whose enforcement and judicial institutions employ similar concepts and legal language, reach very different results on a number of current, significant antitrust issues? The most important provisions of the Sherman Act and the competition sections of the Treaty Founding the European Union are striking similar, but a combination of differences in social values, political institutions, and legal precedent retard close convergence. The work explores the main contested areas of contemporary antitrust: mergers, price discrimination, predatory pricing, exclusive supply, conditional rebating, and intellectual property in the context of dynamic competition. In each area we focus on how the prevalent antitrust analyses differ between the EU and the U.S., the policy ramifications of these differences, and how the analyses used by the enforcement authorities or the courts in each of these areas relate to those in other areas. The book also tracks several substantive themes that appear across the chapters, such as pricing incentives and constraints, welfare effects, and whether competition tends to be viewed as an efficiency generating process or as rivalry. We conclude with forecasts and suggestions about how greater compatibility if not convergence might ultimately be attained.
Benjamin Geva
- Published in print:
- 2001
- Published Online:
- March 2012
- ISBN:
- 9780198298533
- eISBN:
- 9780191685477
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780198298533.001.0001
- Subject:
- Law, Company and Commercial Law
This is a study of the law governing the bank–customer relationship pertaining to the disposition of funds by cheques and credit transfers, covering both paper-based and electronic payments. This ...
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This is a study of the law governing the bank–customer relationship pertaining to the disposition of funds by cheques and credit transfers, covering both paper-based and electronic payments. This book addresses, with various degrees of detail, common law, civilian, and ‘mixed’ jurisdictions, particularly in Australia, Canada, England, France, Germany, Israel, Italy, Japan, South Africa, Switzerland, and the United States. In addition to the description of the law in these jurisdictions, the book contains an in-depth analysis of the common issues and the responses to them, in light of desired policies. Accordingly, an evaluation of the various rules and proposals for reform are integral parts of the study. The book is divided into four chapters. Chapter 1 is an overview of the various legal systems and fundamentals in banking and payment law, in an overall historical context. Chapter 2 deals with the banking relationship, within which collections and payments occur. It highlights the customer contract, the deposit transaction, the mandate authorizing bank collections and payments, and the debt resulting from entries to the current account. Chapter 3 covers the performance of the mandate. It discusses extensively laws governing the payment and collection of cheques and credit transfers, in the context of actual clearing and settlement mechanisms, particularly large-value transfer systems in developed countries. Chapter 4 is on payment systems misuse through fraud, either in the initiation payments or in misdirecting them. It discusses cheque forgery, unauthorized electronic funds transfers, forged cheques endorsements, and misdirected funds transfers.Less
This is a study of the law governing the bank–customer relationship pertaining to the disposition of funds by cheques and credit transfers, covering both paper-based and electronic payments. This book addresses, with various degrees of detail, common law, civilian, and ‘mixed’ jurisdictions, particularly in Australia, Canada, England, France, Germany, Israel, Italy, Japan, South Africa, Switzerland, and the United States. In addition to the description of the law in these jurisdictions, the book contains an in-depth analysis of the common issues and the responses to them, in light of desired policies. Accordingly, an evaluation of the various rules and proposals for reform are integral parts of the study. The book is divided into four chapters. Chapter 1 is an overview of the various legal systems and fundamentals in banking and payment law, in an overall historical context. Chapter 2 deals with the banking relationship, within which collections and payments occur. It highlights the customer contract, the deposit transaction, the mandate authorizing bank collections and payments, and the debt resulting from entries to the current account. Chapter 3 covers the performance of the mandate. It discusses extensively laws governing the payment and collection of cheques and credit transfers, in the context of actual clearing and settlement mechanisms, particularly large-value transfer systems in developed countries. Chapter 4 is on payment systems misuse through fraud, either in the initiation payments or in misdirecting them. It discusses cheque forgery, unauthorized electronic funds transfers, forged cheques endorsements, and misdirected funds transfers.
Andrew Trask and Andrew DeGuire
- Published in print:
- 2013
- Published Online:
- April 2015
- ISBN:
- 9780199846252
- eISBN:
- 9780190260057
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:osobl/9780199846252.001.0001
- Subject:
- Law, Company and Commercial Law
Where the fate of a company is on the line in a negotiation, legal and business teams must work seamlessly to reach a successful conclusion. Unfortunately, there's often a gap between lawyers, who ...
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Where the fate of a company is on the line in a negotiation, legal and business teams must work seamlessly to reach a successful conclusion. Unfortunately, there's often a gap between lawyers, who are typically untrained in business strategy, and business executives, who lack basic knowledge of contract law and regulations. This book offers a thorough introduction to enable lawyers and businesspeople to understand the theoretical concepts and to apply practical tools to conduct a successful, multi-faceted negotiation. It explains the different strategic considerations that negotiators face, from the pressures on individuals representing a larger group to the difficulties that arise from clashes of corporate culture. It also discusses the specific challenges raised by negotiations that involve multiple parties and multiple issues and take place over longer periods of time. Throughout the book provides concrete, practical advice on how best to guide companies through the most difficult negotiations.Less
Where the fate of a company is on the line in a negotiation, legal and business teams must work seamlessly to reach a successful conclusion. Unfortunately, there's often a gap between lawyers, who are typically untrained in business strategy, and business executives, who lack basic knowledge of contract law and regulations. This book offers a thorough introduction to enable lawyers and businesspeople to understand the theoretical concepts and to apply practical tools to conduct a successful, multi-faceted negotiation. It explains the different strategic considerations that negotiators face, from the pressures on individuals representing a larger group to the difficulties that arise from clashes of corporate culture. It also discusses the specific challenges raised by negotiations that involve multiple parties and multiple issues and take place over longer periods of time. Throughout the book provides concrete, practical advice on how best to guide companies through the most difficult negotiations.
Alan N. Rechtschaffen
- Published in print:
- 2014
- Published Online:
- May 2014
- ISBN:
- 9780199971541
- eISBN:
- 9780199361458
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199971541.001.0001
- Subject:
- Law, Company and Commercial Law
During the financial crisis, dramatic events undermined the global economy. Failures in individual markets and institutions sparked a financial crisis that resulted in political, social, and economic ...
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During the financial crisis, dramatic events undermined the global economy. Failures in individual markets and institutions sparked a financial crisis that resulted in political, social, and economic unrest in countries such as the United States, where a host of legislative acts have completely reshaped the regulatory landscape. This book investigates the impact of the financial crisis on the capital markets and regulation, with an emphasis on the structure of financial instruments and derivatives. It examines the crisis and how it altered financial markets and financial instruments. In the United States, the U.S. Federal Reserve policy under Chairman Bernanke, and the passage of various laws including the Dodd-Frank Act reshaped how markets function. The book also discusses the efforts to deal with public debt in the United States; the use of financial instruments as a means of accessing capital, managing risk and making money; regulation of securities and interest rates; the use of interest rates in asset valuation; derivatives, options, and swaps; the history and powers of the Commodity Futures Trading Commission (CFTC); and litigation theories.Less
During the financial crisis, dramatic events undermined the global economy. Failures in individual markets and institutions sparked a financial crisis that resulted in political, social, and economic unrest in countries such as the United States, where a host of legislative acts have completely reshaped the regulatory landscape. This book investigates the impact of the financial crisis on the capital markets and regulation, with an emphasis on the structure of financial instruments and derivatives. It examines the crisis and how it altered financial markets and financial instruments. In the United States, the U.S. Federal Reserve policy under Chairman Bernanke, and the passage of various laws including the Dodd-Frank Act reshaped how markets function. The book also discusses the efforts to deal with public debt in the United States; the use of financial instruments as a means of accessing capital, managing risk and making money; regulation of securities and interest rates; the use of interest rates in asset valuation; derivatives, options, and swaps; the history and powers of the Commodity Futures Trading Commission (CFTC); and litigation theories.
Hong-Lin Yu
- Published in print:
- 2011
- Published Online:
- September 2015
- ISBN:
- 9781845861070
- eISBN:
- 9781474406154
- Item type:
- book
- Publisher:
- Edinburgh University Press
- DOI:
- 10.3366/edinburgh/9781845861070.001.0001
- Subject:
- Law, Company and Commercial Law
This book provides a practical guide to the Arbitration (Scotland) Act 2010 together with comparative international case studies. It provides a thorough analysis of the Arbitration (Scotland) Act ...
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This book provides a practical guide to the Arbitration (Scotland) Act 2010 together with comparative international case studies. It provides a thorough analysis of the Arbitration (Scotland) Act 2010 (which provides a modern statutory framework for domestic and international arbitration in Scotland) and the most important current issues that are arising in the field of international commercial arbitration. It includes a number of highly relevant legal case studies that compare Scottish and international practice. These provide a practical insight into the various aspects of arbitration. It also includes a number of chapters on international practice. These cover UNCITRAL Model Law, UNCITRAL Arbitration Rules, institutional arbitration rules, and International Bar Association arbitration guidelines.Less
This book provides a practical guide to the Arbitration (Scotland) Act 2010 together with comparative international case studies. It provides a thorough analysis of the Arbitration (Scotland) Act 2010 (which provides a modern statutory framework for domestic and international arbitration in Scotland) and the most important current issues that are arising in the field of international commercial arbitration. It includes a number of highly relevant legal case studies that compare Scottish and international practice. These provide a practical insight into the various aspects of arbitration. It also includes a number of chapters on international practice. These cover UNCITRAL Model Law, UNCITRAL Arbitration Rules, institutional arbitration rules, and International Bar Association arbitration guidelines.
Ulf Bernitz and Wolf-Georg Ringe (eds)
- Published in print:
- 2010
- Published Online:
- May 2011
- ISBN:
- 9780199591459
- eISBN:
- 9780191595578
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199591459.001.0001
- Subject:
- Law, Company and Commercial Law
The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign ...
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The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples of the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, ‘golden shares’ or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents research by a number of company law and EU law experts. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.Less
The financial crisis has brought about a revival of state protectionism across the globe. Most Western leaders have made a virtue of big government and state intervention; bail-outs and Sovereign Wealth Funds have been among the first responses to the economic contraction. Company law rules are one of the instruments frequently used to restrict or to discourage integration or to deter foreign investment. Examples of the new protectionism can be seen in a wide range of legislative and regulatory measures, for instance state measures preventing foreign takeovers, ‘golden shares’ or laws on foreign direct investment targeting Sovereign Wealth Funds, mainly from Asia. This book presents research by a number of company law and EU law experts. The chapters cover a broad range of topics, spanning from takeovers/mergers over the one share-one vote debate through to the foreclosure of markets against Sovereign Wealth Funds.
Kenneth G C Reid, Marius J. de Waal, and Reinhard Zimmermann (eds)
- Published in print:
- 2011
- Published Online:
- January 2012
- ISBN:
- 9780199696802
- eISBN:
- 9780191732065
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199696802.001.0001
- Subject:
- Law, Company and Commercial Law
This book is about testamentary formalities, that is to say, about the requirements which the law of succession imposes in order for a person to make a will. How are wills made? What precisely are ...
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This book is about testamentary formalities, that is to say, about the requirements which the law of succession imposes in order for a person to make a will. How are wills made? What precisely are the rules — as to the signature of the testator, the use of witnesses, the need for a notary public or lawyer, and so on? Is there is a choice of will-type and, if so, which type is used most often and what are the advantages and disadvantages of each? How common is will-making or do most people die intestate? What happens if formalities are not observed? How can requirements of form be explained and justified? What is the legal history of wills, the state of the law today, and the prospects for the future? Is this a fruitful topic for comparative law? The book explores these questions through a representative sample of countries in Europe as well as in the USA, Latin America, South Africa, Australia, and New Zealand. A final chapter draws the threads together and offers an overall assessment of the development of wills and will-making in Europe and beyond.Less
This book is about testamentary formalities, that is to say, about the requirements which the law of succession imposes in order for a person to make a will. How are wills made? What precisely are the rules — as to the signature of the testator, the use of witnesses, the need for a notary public or lawyer, and so on? Is there is a choice of will-type and, if so, which type is used most often and what are the advantages and disadvantages of each? How common is will-making or do most people die intestate? What happens if formalities are not observed? How can requirements of form be explained and justified? What is the legal history of wills, the state of the law today, and the prospects for the future? Is this a fruitful topic for comparative law? The book explores these questions through a representative sample of countries in Europe as well as in the USA, Latin America, South Africa, Australia, and New Zealand. A final chapter draws the threads together and offers an overall assessment of the development of wills and will-making in Europe and beyond.
Borzu Sabahi
- Published in print:
- 2011
- Published Online:
- September 2011
- ISBN:
- 9780199601189
- eISBN:
- 9780191729201
- Item type:
- book
- Publisher:
- Oxford University Press
- DOI:
- 10.1093/acprof:oso/9780199601189.001.0001
- Subject:
- Law, Public International Law, Company and Commercial Law
This book presents a detailed study on compensation and restitution in investor state arbitration pursuant to investment treaties. The study begins by examining the historical roots of the principles ...
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This book presents a detailed study on compensation and restitution in investor state arbitration pursuant to investment treaties. The study begins by examining the historical roots of the principles of reparation, restitution, and compensation in international law as reflected in the landmark Chorzów Factory case. The roots of these principles are traced to Roman law and private law concepts that entered into the European continent's legal systems. Moving to modern times, the study focuses on the principle of reparation set out in the Chorzów Factory case and its requirement that reparation put the aggrieved party in the ‘hypothetical position’ that would have existed if not for the wrongful act. Restitution, both material and judicial, is discussed as a form of reparation. Compensation, by far the more common form of reparation in modern international investment disputes, is discussed in detail. In dealing with compensation for expropriation, this book examines the recent trends in which lawful and unlawful expropriation cases are distinguished and the impact that this distinction can have on the amount of compensation. This book additionally outlines some of the main valuation and accounting methods used in setting the hypothetical position to measure compensation due. Various forms of supplemental compensation, such as moral damages, interest, or arbitration costs, may also be necessary to fully restore the hypothetical position; these are discussed along with applicable limitations. This study also sets out important principles that may limit compensation generally, such as causation and the prohibition on double counting.Less
This book presents a detailed study on compensation and restitution in investor state arbitration pursuant to investment treaties. The study begins by examining the historical roots of the principles of reparation, restitution, and compensation in international law as reflected in the landmark Chorzów Factory case. The roots of these principles are traced to Roman law and private law concepts that entered into the European continent's legal systems. Moving to modern times, the study focuses on the principle of reparation set out in the Chorzów Factory case and its requirement that reparation put the aggrieved party in the ‘hypothetical position’ that would have existed if not for the wrongful act. Restitution, both material and judicial, is discussed as a form of reparation. Compensation, by far the more common form of reparation in modern international investment disputes, is discussed in detail. In dealing with compensation for expropriation, this book examines the recent trends in which lawful and unlawful expropriation cases are distinguished and the impact that this distinction can have on the amount of compensation. This book additionally outlines some of the main valuation and accounting methods used in setting the hypothetical position to measure compensation due. Various forms of supplemental compensation, such as moral damages, interest, or arbitration costs, may also be necessary to fully restore the hypothetical position; these are discussed along with applicable limitations. This study also sets out important principles that may limit compensation generally, such as causation and the prohibition on double counting.
Derivative Actions and Corporate Governance
The New Corporate Governance in Theory and Practice
Investor Protection in Europe
The End of Negotiable Instruments
Global Perspectives on Income Taxation Law
Judicial Review of Commercial Regulation
The Law of the Labour Market
Freedom of Speech and Employment
