Shareholders Liability The Comparative Law Yearbook Of International Business Special Issue 2017
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Shareholders’ Liability: The Comparative Law Yearbook of International Business Special Issue, 2017 by Anonim Pdf
Shareholder liability was once discussed only in terms of liability for the debts of the corporation in which the shareholders hold interest. That is now a shifting scene, influenced in the main by the emergence of shareholder activism and derivative litigation, with its attendant increase of risk for officers and directors, and “fee shifting” provisions in corporate bylaws, allowing corporations to seek legal fees from unsuccessful shareholder plaintiffs. In this edition of the Comparative Law Yearbook for International Business, practitioners from 10 jurisdictions examine recent developments in shareholder liability. The introductory chapter “Liability of Shareholders in Modern Company Law”, sets the stage for reports from Argentina, Belgium, Brazil, Croatia, Germany, Indonesia, Mexico, Portugal, and the United States.
Shareholder liability was once discussed only in terms of liability for the debts of the corporation in which the shareholders hold interest. That is now a shifting scene, influenced in the main by the emergence of shareholder activism and derivative litigation, with its attendant increase of risk for officers and directors, and "fee shifting" provisions in corporate bylaws, allowing corporations to seek legal fees from unsuccessful shareholder plaintiffs. In this edition of the Comparative Law Yearbook for International Business, practitioners from 10 jurisdictions examine recent developments in shareholder liability. The introductory chapter "Liability of Shareholders in Modern Company Law", sets the stage for reports from Argentina, Belgium, Brazil, Croatia, Germany, Indonesia, Mexico, Portugal, and the United States.
The Comparative Law Yearbook of International Business by Anonim Pdf
The thirty-seventh issue of the Comparative Law Yearbook of International Business examines current issues and developments under the broad headings of finance and investment, corporate law, contracts, and dispute resolution. In the finance and investment section, practitioners examine issues relating to the recapitalization of Greek systemic banks, foreign investment in Brazil's healthcare sector, and Spain's Venture Capital Act. The acquisition of companies in Peru and the "responsible corporate officer" doctrine are examined in the corporate law section. In the contracts section, lawyers discuss remedies for breach of contract in Brazil, Italian contractual aspects of cloud computing, incorporating UNIDROIT principles into international commercial contracts, and setting up distribution channels in Brazil. Four subject areas are considered under the dispute resolution heading: expert determination in merger and acquisition disputes, the enforcement of international arbitral and judicial decisions, the recognition and execution of foreign arbitral awards in Cyprus, and investor-state arbitrations.
Related Party Transactions and Corporate Groups by Ivan Romashchenko Pdf
In a market environment where economic actors conduct themselves as diligent and conscientious managers, the regulation of related party transactions (RPTs) would be largely irrelevant. Unfortunately, the corporate reality is far from an ideal world that is innocent of market abuse and corporate fraud. It remains necessary to protect minority shareholders from the wrongdoings of majority shareholders and to protect all shareholders from opportunistic managerial behaviour. This timely book – the first on the subject since implementation of the European Union’s (EU’s) revised Shareholders’ Rights Directive – provides in-depth analysis of how and to what extent RPTs are covered by existing legal requirements on capital protection and corporate group regulation, highlighting experiences and strategies adopted in Germany, Poland, and the Netherlands as examples for Eastern European countries and in particular Ukraine. Beyond his comparative analysis of the current status, the author offers recommendations for more effective handling of RPTs, investigating such aspects as the following: what constitutes a corporate group and how group issues are regulated in the various legal systems; what constitutes a conflict of interest originating in ownership and control and what types of such conflicts occur; whether RPTs within corporate groups should receive special treatment relative to transactions outside groups; combatting corporate raiding, most often carried out through illegal seizure of corporate assets; approval and disclosure requirements for RPTs; and how information about RPTs is disclosed publicly. Drawing on resources including legislation, case law, scholarship, and intensive discussions with practicing lawyers from several jurisdictions, the author underscores the imperative of establishing limitations and requirements that oblige a company’s officers, shareholders, and other potential related parties to follow certain rules whenever they wish to enter into an RPT. As a contribution to the debate about the convergence between EU corporate law and that of major eastern European states, the book has no peers. Practitioners in both East and West who advise on compliance with regulations for RPTs or represent stakeholders’ interests against abusive RPTs will ensure appropriate remedies and protection mechanisms for their clients.
Mergers and Acquisitions in North America, Latin America, Asia and the Pacific Selected Issues and Jurisdictions by Dennis Campbell Pdf
The thirty-second edition of the Comparative Law Yearbook of International Business comprises two volumes, each dealing broadly with issues relating to cross-border and mergers and acquisitions. Volume A provides 16 chapters and examines mergers and acquisitions in Europe. Volume B provides 16 chapters and treats mergers and acquisitions in North America, Latin America, and Asia and the Pacific. Each consists of national reports and treatments of selected issues within the respective regions. Volume B, Mergers and Acquisitions in North America, Latin America, Asia and the Pacific, Selected Issues and Jurisdictions, reviews the Australian Takeovers Panel, joint ventures in China, and employment issues in New Zealand, as well as national reports on Brazil, Canada, Chile, China, Colombia, India, Indonesia, Israel, Japan, Nigeria, The Philippines, Sri Lanka, and Trinidad and Tobago.
The Comparative Law Yearbook of International Business by Christian Campbell Pdf
The 42nd issue of the Comparative Law Yearbook of International Business addresses a diverse range of topical issues of national and international consequence. Ranging from an analysis of the pari passu principle and its operation in corporate insolvency in the UK, to international trends regarding mediation and its future development under the new Singapore Convention, the findings presented in the 10 chapters of this edition will interest both those involved in and those studying the legal regime for cross-border business activities. Authors from Argentina, Brazil, Colombia, France, Italy, Japan, Poland, Russia, Taiwan, and the United States of America examine a panoply of matters, e.g. relating to anti-corruption measures, arbitration, company law, competition law, financial law and mediation. The comparative analysis serves to highlight the strengths and weaknesses of approaches adopted, in particular jurisdictions by juxtaposing them with their equivalents in others in North America, Europe and beyond.
Comparative Law Yearbook of International Business by Christian Campbell Pdf
The Comparative Law Yearbook of International Business, published under the auspices of the Center for International Legal Studies, in this 41st volume spans an arc from nuanced discussion of the notion of ‘creativity’ under various copyright regimes and product designations over corporate organization, acquisition and criminal conduct, regulation of payment services and tax evasion to dealing with disruptive behaviour in international arbitration. The authors, practitioners and academics from Japan, Poland, Romania, Greece, Turkey, Iran, Spain and England bring a medley of perspectives addressing developments and pressing legal issues for businesses that are engaged in international commerce and investment, such as the difficulty of prosecuting corporate crimes, disincentives for tax offenders to cooperate with authorities, and new paradigms for banking. What’s in this book: Among the broad spectrum of aspects, the book covers such issues and topics as the following: – reorganization of the concept of creativity by functions; – designation of products, business and entrepreneurs; – dividend distribution in public companies; – tax evasion, disproportionate punishment and lack of remedies; and – transposition of the European Payment Services Directive 2. How this will help you: As a scrutiny of the updated developments in the legal fields, this Yearbook helps readers gain insight into national and regional perspectives on the interpretation of laws. The presentation of the reports aids in understanding the impact of such legal developments in practice. Thus, this book serves as a source of knowledge for lawyers and academics to comprehend the changing legal rules and regulations and to confidently apply them in solving problems.
The Comparative Law Yearbook of International Business by Dennis Campbell Pdf
In this thirty-ninth volume of the Comparative Law Yearbook of International Business, practitioners and experts in various legal fields from Belgium, Canada, Germany, the Isle of Man, Japan, New Zealand, Romania, South Africa, and the United States examine issues from national and regional perspectives. Authors from New Zealand and South Africa review matters pertaining to cybercrime and cybersecurity law and employee use of social networking sites. Under the heading Corporate Law, practitioners from the United States, Canada, the Isle of Man, and Romania deal with issues such as transfer of business, choice of law regarding intermediated securities, beneficial ownership of companies, and shareholder activism. Finally, authors from Belgium and Japan treat best-efforts clauses, and copyright protection of digital rights management.
International Corporate Personhood by Kevin Crow Pdf
This book tracks the phenomenon of international corporate personhood (ICP) in international law and explores many legal issues raised in its wake. It sketches a theory of the ICP and encourages engagement with its amorphous legal nature through reimagination of international law beyond the State, in service to humanity. The book offers two primary contributions, one descriptive and one normative. The descriptive section of the book sketches a history of the emergence of the ICP and discusses existing analogical approaches to theorizing the corporation in international law. It then turns to an analysis of the primary judicial decisions and international legal instruments that animate internationally a concept that began in U.S. domestic law. The descriptive section concludes with a list of twenty-two judge-made and text-made rights and privileges presently available to the ICP that are not available to other international legal personalities; these are later categorized into ‘active’ and ‘passive’ rights. The normative section of the book begins the shift from what is to what ought to be by sketching a theory of the ICP that – unlike existing attempts to place the corporation in international legal theory – does not rely on analogical reasoning. Rather, it adopts the Jessupian emphasis on ‘human problems’ and encourages pragmatic, solution-oriented legal analysis and interpretation, especially in arbitral tribunals and international courts where legal reasoning is frequently borrowed from domestic law and international treaty regimes. It suggests that ICPs should have ‘passive’ or procedural rights that cater to problems that can be characterized as ‘universal’ but that international law should avoid universalizing ‘active’ or substantive rights which ICPs can shape through agency. The book concludes by identifying new trajectories in law relevant to the future and evolution of the ICP. This book will be most useful to students and practitioners of international law but provides riveting material for anyone interested in understanding the phenomenon of international corporate personhood or the international law surrounding corporations more generally.
The Social Lives of Land by Michael Goldman,Nancy Lee Peluso,Wendy Wolford Pdf
From the shaping of new homelands in the Cherokee Nation to the export of sand from Cambodia to shore up urban expansion in Singapore, The Social Lives of Land reveals the dynamics of contemporary social and political change. The editors of this volume bring together contributions from across multiple disciplines and geographic locations. The contributions showcase novel theoretical and empirical insights, analyzing how people are living on, with, and from their land. From Mozambique to India, Indonesia, Ecuador, and the colonial United States, the scholars in this collection uncover histories and retell stories with a focus on the lived experiences of rural and urban land dispossession and repossession. Contributors: Kati Álvarez, Clint Carroll, Flora Lu, Richard Mbunda, Gregg Mitman, Paul Nadasdy, Robert Nichols, Andrew Ofstehage, Laura Schoenberger, Kirsteen Shields, Emmanuel Sulle, Erik Swyngedouw, Gabriela Valdivia, Katherine Verdery, Callum Ward, Ciara Wirth, Emmanuel King Urey Yarkpawolo
General Principles for Business and Human Rights in International Law by Ludovica Chiussi Curzi Pdf
In General Principles for Business and Human Rights in International Law Ludovica Chiussi Curzi offers a critical analysis of the relevance of general principles of law in the multifaceted business and human rights field.
United Nations Commission on International Trade Law
Author : United Nations Commission on International Trade Law Publisher : United Nations Page : 1460 pages File Size : 50,9 Mb Release : 2021-02-16 Category : Political Science ISBN : 9789210057035
United Nations Commission on International Trade Law (UNCITRAL) Yearbook 2017 by United Nations Commission on International Trade Law Pdf
This Yearbook is a compilation of all substantive documents related to the work of the Commission and its Working Groups. It also reproduces the annual Report of the Commission which is published as Supplement No. 17 of the "Official Records of the General Assembly". UNCITRAL is the core legal body of the United Nations system in the field of international trade law. It specializes in the modernization and harmonization of rules on international business.
Asian Yearbook of International Law, Volume 23 (2017) by Seokwoo Lee,Hee Eun Lee Pdf
The Yearbook aims to promote research, studies and writings in the field of international law in Asia, as well as to provide an intellectual platform for the discussion and dissemination of Asian views and practices on contemporary international legal issues.
Negotiating for Success: Essential Strategies and Skills by George J. Siedel Pdf
We all negotiate on a daily basis. We negotiate with our spouses, children, parents, and friends. We negotiate when we rent an apartment, buy a car, purchase a house, and apply for a job. Your ability to negotiate might even be the most important factor in your career advancement. Negotiation is also the key to business success. No organization can survive without contracts that produce profits. At a strategic level, businesses are concerned with value creation and achieving competitive advantage. But the success of high-level business strategies depends on contracts made with suppliers, customers, and other stakeholders. Contracting capability—the ability to negotiate and perform successful contracts—is the most important function in any organization. This book is designed to help you achieve success in your personal negotiations and in your business transactions. The book is unique in two ways. First, the book not only covers negotiation concepts, but also provides practical actions you can take in future negotiations. This includes a Negotiation Planning Checklist and a completed example of the checklist for your use in future negotiations. The book also includes (1) a tool you can use to assess your negotiation style; (2) examples of “decision trees,” which are useful in calculating your alternatives if your negotiation is unsuccessful; (3) a three-part strategy for increasing your power during negotiations; (4) a practical plan for analyzing your negotiations based on your reservation price, stretch goal, most-likely target, and zone of potential agreement; (5) clear guidelines on ethical standards that apply to negotiations; (6) factors to consider when deciding whether you should negotiate through an agent; (7) psychological tools you can use in negotiations—and traps to avoid when the other side uses them; (8) key elements of contract law that arise during negotiations; and (9) a checklist of factors to use when you evaluate your performance as a negotiator. Second, the book is unique in its holistic approach to the negotiation process. Other books often focus narrowly either on negotiation or on contract law. Furthermore, the books on negotiation tend to focus on what happens at the bargaining table without addressing the performance of an agreement. These books make the mistaken assumption that success is determined by evaluating the negotiation rather than evaluating performance of the agreement. Similarly, the books on contract law tend to focus on the legal requirements for a contract to be valid, thus giving short shrift to the negotiation process that precedes the contract and to the performance that follows. In the real world, the contracting process is not divided into independent phases. What happens during a negotiation has a profound impact on the contract and on the performance that follows. The contract’s legal content should reflect the realities of what happened at the bargaining table and the performance that is to follow. This book, in contrast to others, covers the entire negotiation process in chronological order beginning with your decision to negotiate and continuing through the evaluation of your performance as a negotiator. A business executive in one of the negotiation seminars the author teaches as a University of Michigan professor summarized negotiation as follows: “Life is negotiation!” No one ever stated it better. As a mother with young children and as a company leader, the executive realized that negotiations are pervasive in our personal and business lives. With its emphasis on practical action, and with its chronological, holistic approach, this book provides a roadmap you can use when navigating through your life as a negotiator.
