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This chapter shows that the corporate law market is simply a part of the broader market for law discussed in this book. The corporate choice-of-law rule known as the “internal affairs doctrine” (IAD) did not spring from forces unique to corporations, but rather from the general law market forces described in this book. This chapter first discusses the demand for and supply of corporate law. It then contrasts enforcement of the IAD with enforcement of other party choices of law. The chapter continues with a demonstration that the corporate law market is more multifaceted than most scholars recognize, reaching into securities regulation and into closely held as well as public held firms, and is rapidly developing in the European Union. The chapter discusses how the corporate law market responds to supply and demand forces. The chapter concludes with an exploration of the legal implications of our analysis.

This chapter discusses Japanese securities law. Topics covered include the development of securities law in Japan; enactment of the Financial Instruments and Exchange Law (FIEL); goal, scope, and concepts of the FIEL; concepts of securities and financial instruments; collective investment schemes; financial instruments business and firms; tender offer; and market supervision.

This chapter wraps up the main points of this book. Corporate governance can be examined in terms of the inner workings of the corporation: the mechanical requirements for the board of directors, the degree to which minority stockholders are protected, the degree to which incentive-compatible compensation is implemented, the quality of specialized committees, and the quality of securities law disclosure, and insider-trading enforcement. The major factors influencing and affecting corporate governance are labor markets, politics, and capital and product markets. Political differences among the world's richest democracies explain much about their corporate differences. Social democracies wedged open the gap between shareholders and managers in public firms by raising agency costs and reducing the efficacy of the techniques that would control them.

This chapter identifies both the precise security interests that are protected by the offence of preparation of terrorism and the assumptions about the law's subjects that must be made in order to justify protecting these interests by enforcing the offence. It proceeds by analysing security interests into the objective and the subjective, and then comparing the way these different security interests are protected by the preparation offence and by ordinary criminal attempt. Justifying punishment for the preparation offence is shown to require radical assumptions about either the autonomy of the law's subjects or the scope of their sphere of privacy that is free from state interference and surveillance. The limits of liberal criminal law theory's resources in the face of new security laws and the possibility of a theory based on representative government are discussed.

This chapter examines the situations in which emergency laws are invoked and the reduced scope for habeas corpus during those situations. It considers emergencies that are not necessarily called emergencies, for example, periods of war, and also covers the use of emergency laws that operate outside of states of emergency. These include situations where public order, preventive detention, or internal security laws coexist with the normal legal system. Special safeguards have been adopted in some jurisdictions in recognition of the potentially draconian nature of emergency laws — either in those laws themselves or in the constitution, to operate when these special or emergency laws operate. Most Commonwealth countries include in their written constitutions a chapter on emergencies, while countries without such provisions may deploy standing legislation specifically designed to govern emergencies. One of the characteristics of periods of emergency rule is mass arrests — and the subsequent discovery that many of the arrests were simply not justified or were based on the flimsiest of information.

This chapter outlines the leading theories that have been advanced in the comparative corporate governance literature to account for why patterns of ownership and control differ across borders and shows that they have limited explanatory power in the British context. Due to managerial ‘agency costs’ the economic pre-dominance of the widely held company is not pre-ordained. The ‘law matters’ thesis implies that ‘tough’ company law can prompt a divorce between ownership and control but UK company law was not highly protective of shareholders as ownership separated from control. ‘Trust’ is an insufficiently precise analytical concept to offer much assistance in explaining the configuration of share ownership in the UK. Theories concerning the regulation of financial institutions, politics and ‘legal origins’ (the legal family to which a country belongs) similarly lack substantial explanatory power and analyzing what happened in terms of path dependence generally obscures more than it reveals.

This chapter describes the effect of law on economic development. It specifically explores the reality of credit and security law in the region covered by the bank. Economic factors in credit allocation and debt recovery are various. In addition, politics takes various turnings with credit allocation and debt recovery. The cultural aspects of the subject are at once the most difficult and yet possibly the most important because it is an extremely complex blend of factors difficult to determine separately. Discussion on the law of borrowing and debt recovery is provided. It is stated that the rhetoric of the rule of law is one weapon in the battle for fairer and more economically efficient credit allocation and debt recovery.

This chapter analyses the aims, purposes, and work of the organisation for Security and Co-operation in Europe (OSCE) and examines the legal aspects of institutional action in the area of security law. It evaluates whether the legal and institutional structures of OSCE either undermine its future role as the leading European organisation, or may represent an advantage compared to other, mainly European, organisations. It focuses on the potential role of the OSCE in developing a specific legal framework — a European Security Law — both in partnership with other European organisations and in relationship with the UN.

Financial innovation is the engine driving the financial system toward improved performance in the real economy. The conventional view of financial instruments is based upon the categorical distinction between debt and equity, but financial innovations have evolved less as distinct categories than as a range of financial technologies involving characteristics of both, and in the high‐yield market, innovative debt securities have emerged, which have added value by various means. During the US recession and credit crunch of 1974, many companies (especially small and medium‐sized enterprises and emerging firms) learned that capital access was no longer guaranteed on the basis of profits or success. With dramatic changes in the world economy, companies required innovative securities to provide them with the financial freedom necessary to survive and grow, to enhance their flexibility in managing the capital structure of their firms in changing times, and to finance their objectives for accomplishing corporate growth strategies. These issues are addressed in different sections of this chapter as follows: The corporate finance revolution; Financial innovation and growth; Categorizing financial innovations – an elaboration of some of the more recent and innovative financial instruments that have evolved with and from the high‐yield market; The rise of the placement market: Rule 144A – which permits private placements to be freely traded among qualified institutional buyers (QIBs); Efficiency gains from Rule 144A; Implications of the ‘aircraft carrier’ proposal – a proposal to overhaul US securities laws and reduce private placements by encouraging companies to issue stocks and bonds through public offerings; Structured finance: collateralized debt obligations; Collateralized loan obligations; and Collateralized bond obligations.

In modern literature the Roman law of real security is often regarded as ineffective, to which it is usually added that this did not seriously hamper the granting of credit, as in classical Rome personal security was far more important than real security. In this contribution it will be argued that this view is not correct. The sophistication of the Roman law of real security suggests that it must have played a significant role in credit transactions. Moreover, it will be argued that the Roman law of real security satisfied nearly all the requirements for an effective law of secured transactions. Its main weakness was its lack of publicity for security created over real estate and its lack of protection of bona fide third parties in respect of movable assets. It seems, however, that for a long time social norms (infamia) and transactional practices, and later criminal liability (stellionatus), provided sufficient safeguards against a malfunctioning law of real security.

Much of the foundation of mutual funds' success was laid early on, in the 1920s and 1930s–mutual funds' use, beginning with the first fund in 1924, of redeemable shares and a simple capital structure that did not result in leverage; establishment of a federal agency, the Securities and Exchange Commission, devoted exclusively to administration of the federal securities laws; and enactment of the Revenue Act of 1936, which provided favorable conduit tax treatment for mutual funds and their shareholders.

Many developments in recent years have contributed to mutual funds' success, including generally rising securities markets, a growing middle class, the creation of new types of funds and new ways to distribute fund shares, and laws designed to encourage Americans to save for retirement. However, the foundation of mutual funds' success was laid early, in the 1920s and 1930s. Beginning with the creation of the first fund in 1924, mutual funds used redeemable shares and a simple capital structure that did not result in leverage. In 1934, a federal agency, the U.S. Securities and Exchange Commission, was established that was devoted exclusively to administration of the federal securities laws. In 1936, a law was enacted providing favorable tax treatment for funds and their shareholders. This chapter traces the history of mutual funds, which began in Europe.

This chapter reports a story from colonial times in Sri Lanka to the present day of the transplant into that jurisdiction of credit and security law. It specifically examines some of the dimensions of legal transplants by outlining, in relation to Sri Lanka, one aspect of commercial law, the law of security. The story is as interesting as it is complex. Two aspects are focused on in the following account. The first is the transplant of Western commercial law in Sri Lanka and the mosaic it produced. English commercial law was transplanted to Sri Lanka as part of colonization, but it was overlaid on the Roman-Dutch law dating from the period of Dutch power. The second aspect is the relationship of this transplant to societal needs, in particular commercial needs. It can be stated that the transplant of commercial law into Sri Lanka was the result of a combination of historical circumstances.

Emergency powers and national security laws have long been features of a powerful state in Malaysia and Singapore. In addition to extensive emergency regimes, these states have employed security laws authorizing preventive detention as well as public order statutes regulating expression and assembly. Courts have traditionally been highly passive in scrutinizing government actions taken in the name of national security or public order, refusing to assess whether the vast powers wielded by the executive were reasonable. This chapter makes the case for greater judicial scrutiny over whether government restrictions on individual liberties are justified. Proportionality analysis offers a rigorous, yet flexible, framework that courts can use to engage directly with the government’s justifications of national security and public order. And on some occasions, courts may have to employ a constitutional basic structure doctrine to strike down legislative attempts to pass statutes or constitutional amendments aimed at removing judicial review or eroding institutional safeguards. These judicial mechanisms would aid courts in the critical, yet sensitive, endeavor to balance security and liberty.

This chapter focuses on the process whereby a company raises finance by offering its equity securities to investors in the market. Topics discussed include reasons for going public; where shares can be listed; EU capital market regulation; giving effect to EU law in the UK; standards for admission to trading on the Alternative Investment Market (AIM); forms of public offer of shares; determining the issue price; the principle of mandatory prospectus disclosure; the operation of the mandatory prospectus disclosure regime; enforcement of securities laws regulating public issues and admission to trading; civil liability in the UK for defective prospectuses; civil liability for false prospectuses; public offers of securities by private companies; periodic and episodic disclosure obligations of listed and quoted companies; issuer disclosure obligations derived from the transparency obligations directive; and annual corporate governance disclosures by issuers admitted to trading on a regulated market; and civil liability for periodic and episodic disclosures.

This final chapter draws conclusions on the scope and coherence of European Security Law. The European Union's approach to security is explicable by the fact that it has combined economic and foreign policy matters through the promotion of human rights and democracy as well as using sanctions to send messages to aggressors. A long-term approach to security requires attention not just to the absence of war but also to the positive aspects of developing peace and security through promoting human rights and democracy around the globe. This book has shown a number of ways that the organisation can overcome its current difficulties to develop a coherent security policy based on the rule of law.

Law and regulation of public offering of corporate securities in India is characterized by its enormity and relative flux, and there is a danger of being overwhelmed by it. Therefore, the first chapter examines the terms and concepts that are the cardinal feature of this area of law, and add coherence to it. It begins by examining the company as a business organization and its need for capital, since companies are the most common form of business entities today and dominate the field of public offerings. Then the concept and form of securities is examined in detail, as securities are the subject matter of public offerings. The chapter then examines the method of raising capital by issue of securities, the securities market, and securities law.

Japan adopted the Securities and Exchange Law in 1948, modelled on US law. While the securities market rapidly developed at the time of high economic growth, the regulatory system lagged behind the growth of the market. In the aftermath of the ‘bubble economy’, improvement of the regulatory system was sought. Following the UK ‘Big Bang’, Japan launched its financial ‘Big Bang’ in 1996/1997. There was substantial deregulation in this area. The Securities and Exchange Law was replaced by the Financial Instruments and Exchange Law in 2006. Corporate disclosure system as well as the rules on TOB (takeover bids) have been improved.

The most serious threats to the freedom of expression came from the State Security law, which allowed officials to bring charges of contempt against their critics. Repealing or amending the law was not high on the congress's list of priorities, although it was the subject of periodic debate. Not until April 2001 did congress vote to remove article 6 (b), which allowed military chiefs, judges, and members of congress to bring charges of contempt against their critics, and article 16, allowing authorities to seize publications deemed insulting to public officials. “In Chile, freedom of expression has a limit,” José Joaquín Brunner, the Frei government's spokesman, told the New York Times: “I know of very few governments in the world that do not allow their citizens to protect themselves from slander by filing lawsuits. The same is true in Chile”.