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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.

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.

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.

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.

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.

Boilerplate—the fine-print terms and conditions that we become subject to when we click “I agree” online, rent an apartment, or enter an employment contract, for example—pervades all aspects of our modern lives. On a daily basis, most of us accept boilerplate provisions without realizing that should a dispute arise about a purchased good or service, the nonnegotiable boilerplate terms can deprive us of our right to jury trial and relieve providers of responsibility for harm. Boilerplate is the first comprehensive treatment of the problems posed by the increasing use of these terms, demonstrating how their use has degraded traditional notions of consent, agreement, and contract, and sacrificed core rights whose loss threatens the democratic order. This book examines attempts to justify the use of boilerplate provisions by claiming either that recipients freely consent to them or that economic efficiency demands them, and it finds these justifications wanting. It argues that our courts, legislatures, and regulatory agencies have fallen short in their evaluation and oversight of the use of boilerplate clauses. To improve legal evaluation of boilerplate, the book offers a new analytical framework, one that takes into account the nature of the rights affected, the quality of the recipient's consent, and the extent of the use of these terms. It goes on to offer possibilities for new methods of boilerplate evaluation and control, and concludes by discussing positive steps that NGOs, legislators, regulators, courts, and scholars could take to bring about better practices.

Africa often remains neglected in studies that discuss the historical relationship between international law and imperialism during the nineteenth century. When it does feature, scholarly focus tends to be on the late nineteenth century and on the treaties concluded between European powers and African polities in which sovereignty and territory were ceded. Through a contextual historical analysis, Inge Van Hulle complicates this traditional narrative. By reviewing the use and creation of legal instruments that expanded or delineated the boundaries between British jurisdiction and African communities in West Africa, she highlights the practicality and flexibility of international legal discourse in imperial contexts. The chronological focus of the book is the period between the end of the eighteenth century and the 1880s which the author identifies as an important phase of legal experimentation which saw substantial deviations in the legal relationship between African polities and British imperial agents, not merely from traditional Euro-African normative patterns as they had existed during the Early Modern period, but also from inter-Western international law. By the 1880s the legal techniques that were fashioned in the language of international law in West Africa had largely developed their own substantive characteristics and which included apart from treaties of cession, also commercial treaties, the abolition of the slave trade, extraterritoriality and the use of force. During this period, legal ordering was not done in reference to adjudication before Western courts or the writings of Western learned lawyers, but in reference to what was deemed politically expedient and practically feasible by imperial agents for the preservation of social peace, commercial interaction and humanitarian agendas.

This book analyses the legal and economic implications of the European Commission's plans to form a Capital Markets Union (CMU) in Europe, which will have a major impact on financial markets and institutions both in the region and beyond. A detailed introductory chapter provides a broad overview of the various aspects and challenges of the CMU proposals, whilst thematically grouped chapters cover the following areas: (i) general aspects, (ii) Brexit, (iii) financing innovation, (iv) raising capital on the capital markets, (v) fostering retail and institutional investment, (vi) leveraging banking capacity to support the wider economy, (vii) facilitating cross-border investing, and (viii) comparative aspects of capital market integration. The book provides high-quality analysis of the legal and economic issues in a practical context.

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.

The American economy looks good. This is in the wake of a decade where dramatic failures in individual markets and institutions sparked a global financial crisis resulting in political, social, and economic unrest. In the United States, a host of legislative acts completely reshaped the regulatory landscape. This book investigates the structure and the workings of financial instruments and the capital markets; it considers market evolution after the crisis and the impact of Central Bank policy. In doing so, it provides the tools to recognize vulnerabilities in capital market trading activities. This edition serves to explain the legal and business considerations of capital market participation.

The phenomenal story of China’s ‘unprecedented disposition to engage the international legal order’ has been primarily told and examined by political scientists and economists. Since China adopted its ‘open door’ policy in 1978, which altered its development strategy from self-sufficiency to active participation in the world market and aimed at attracting foreign investment to fuel its economic development, the underlying policy for mobilizing inward foreign direct investment (IFDI) remains unchanged to date. With the 1997 launch of the ‘Going Global’ policy, an outward focus regarding foreign investment has been added, to circumvent trade barriers and improve the competitiveness of Chinese firms, typically its state-owned enterprises (SOEs). In order to accommodate inward and outward FDI, China’s participation in the international investment regime has underpinned its efforts to join multi-lateral investment-related legal instruments and conclude international investment agreements (IIAs). China began by selectively concluding bilateral investment treaties (BITs) with developed countries (major capital exporting states to China at that time), signing its first BIT with Sweden in 1982. Despite being a latecomer, over time China’s experience and practice with the international investment regime have allowed it to evolve towards liberalizing its IIAs regime and balancing the duties and benefits associated with IIAs. The book spans a broad spectrum of China’s contemporary international investment law and policy: domestic foreign investment law and reforms, tax policy, bilateral investment treaties, free trade agreements, G20 initiatives, the ‘One Belt One Road’ initiative, international dispute resolution, and inter-regime coordination.

This is the first volume in the new Oxford International and Comparative Insolvency Law Series. The series will provide a comparative analysis of all important aspects of insolvency proceedings and domestic insolvency laws in the main economically developed and emerging countries, starting with the opening of proceedings. This volume addresses the commencement of insolvency proceedings over business debtors and the conditions in which they may arise. It explains the types of proceedings available and the participants involved. The book also analyses the effect of such action on the various players, assets and liabilities concerned. The detail and uniform nature of the treatment of topics helps practitioners to understand specific features of a foreign legal system and effectively brief foreign counsel. For all readers, the book provides access, through analysis in the detailed commentary, to material that was previously only available in a foreign language. Most major legal families (including various mixed legal systems) are covered to reflect the needs of the international insolvency community and intergovernmental organizations. This is the only book that offers a thorough comparative analysis of existing domestic insolvency laws concerning the opening of insolvency proceedings in the main economically developed and emerging countries.

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.

This is a new edition of the established authority on the law relating to directors of companies incorporated under the UK Companies Acts. The new edition features all important developments in the law including the Small Business, Enterprise and Employment Act 2015 which improves transparency (including requiring directors to be natural persons unless exceptions apply), simplifies company filing requirements, clarifies the application of general duties to shadow directors, modernises directors’ disqualification and reforms insolvency law to facilitate proceedings where there has been wrongdoing. There has been a wealth of new case law relevant to directors’ duties before the English courts, all of which are analysed and explained, including the Supreme Court decisions in Prest v Petrodel Resources, Jetivia v Bilta (UK), FHR European Ventures v Cedar Capital Partners and Eclairs Group v JKX Oil & Gas, the Court of Appeal decisions in Smithton Ltd v Naggar and Newcastle International Airport v Eversheds as well as the important High Court decisions in Universal Project Management Services v Fort Gilkicker, Madoff Securities International v Raven and the wrongful trading case, Re Ralls Builders. Non-UK cases are also analysed including Weavering Macro Fixed Income Fund Ltd v Peterson in the Cayman Islands’ Court of Appeal and the 2016 decision of the Hong Kong Court of Final Appeal Chen v Jason. In keeping with developments in case law and legislation the book now includes expanded coverage of multiple derivatives claims, directors’ exposure to third party claims and a new chapter on civil remedies for market abuse. The third edition is a complete reference work on the law relating to company directors and is the first port of call for all serious corporate lawyers and scholars on this subject.

This book contains the most detailed multi-jurisdictional analysis of directors’ conflicts available drawing together relevant case law, codes and statutory regulation from the law applying to directors of companies incorporated under the UK Companies Acts, with extensive reference to the law in Australia, Canada, Hong Kong and New Zealand. The book provides comprehensive analysis of the conflicts faced by directors and includes the important areas of conflicts of interest, conflicts of duties, unauthorised profits, corporate opportunities, multiple directorships, nominee directorships, and conflicts involving stakeholders’ interests. Difficult aspects of these topics are analysed with reference to the laws of a range of common law jurisdictions. The extensive multi-jurisdictional analysis allows solutions to be presented in relation to difficult legal issues and enables clarification of the legal approach. In addition to detailed coverage and analysis of general law duties, the specific statutory duties are outlined and analysed including those concerning related party transactions. The UK Corporate Governance Code, and Guidance on Board Effectiveness, issued by the FRC in July 2018 are covered extensively. The book provides detail on fiduciary theory, the reach of the term ‘director’, consequences of a breach, remedies, authorisation and the role of disclosure. It also contains a detailed table of key cases concerning corporate opportunities which includes the pertinent facts, whether there was a breach of directors’ duties, and a summary of the important factors in the decision made. The cases are featured in order from instances representing clear breach to those in which no breach was found. The book is significant in its thorough coverage of general law and statutory duties relating to conflicts, and its clarification of the scope and application of currently complex and uncertain duties. It provides clear guidance to academics, practitioners, directors and regulators in each of the jurisdictions on the regulation of conflicts of interest and the implementation of good regulatory practice. This is a key reference work on this important and dynamic area of company law which provides careful analysis of the law set in a practical context.

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.

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers. The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue. The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered. The Rt. Hon Lord Justice David Richards has written a foreword to the third edition, This book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.

This book provides an exposition of company law from a comparative perspective. It analyses important policy issues in the area of company law, including the emergence and nature of the business corporation, EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, minority shareholder protection in corporate control transactions, legal capital, and piercing the corporate veil, as well as corporate insolvency and restructuring law. The book’s main focus is the law of public and private companies in the common law sense (the law of partnerships is referred to and taken into account as necessary). The book’s analysis encompasses the corporate laws of 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 of the EU. It includes edited and, where necessary, translated extracts from leading company case law. The cases are discussed and interpreted in the context of the national and European regulatory frameworks and in light of economic and legal theory, as well as legal history.

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.