Corporate Finance Law in the UK and EU

Author: Dan Prentice,Arad Reisberg

Publisher: OUP Oxford

ISBN: 9780199589616

Category: Law

Page: 604

View: 1200

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Exploring the legal considerations related to corporate finance law from a UK and EU perspective, this book covers core features such as the importance of transparency, disclosure and accountability of directors.

Principles of Corporate Finance Law

Author: Eilis Ferran,Look Chan Ho

Publisher: Oxford University Press

ISBN: 0199671354

Category: Law

Page: 477

View: 3302

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With the additional contribution of Look Chan Ho, an expert in the field of corporate finance, this thoroughly revised and updated second edition of Ferran's 'Principles of Corporate Finance Law' explores the relationship between law and finance.

The Law of Corporate Finance: General Principles and EU Law

Volume II: Contracts in General

Author: Petri Mäntysaari

Publisher: Springer Science & Business Media

ISBN: 9783642030550

Category: Law

Page: 426

View: 5707

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1. 1 Investments, Generic Contracts, Payments According to Volume I, contracts are one of the five generic legal tools used to manage cash flow, risk, agency relationships, and information. Many investments are therefore based on one or more contracts. Obviously, the firm should draft good contracts. Good drafting can ensure the same intended cash flow with reduced risk. Bad drafting can increase risk. This volume attempts to deconstruct contracts used by non-financial firms and analyse them from a cash flow, risk, agency, and information perspective. The starting point is a generic contract, i. e. a contract which does not belong to any particular contract type (Chapters 2–7). This volume will also focus on payment obligations. Payment obligations are characteristic of all financial instruments, and they can range from simple payment obligations in minor sales contracts and traditional lending contracts (Chapters 8– 11). 1. 2 Particular Contract Types A number of particular contract types have been discussed in the other volumes of this book. (1) A certain party’s investment contract can be another party’s fu- ing contract. Particular investment contracts will therefore be discussed in Volume III in the context of funding. (2) Many contracts are necessary in the context of business acquisitions discussed in Volume III. (3) Multi-party contracts are c- mon in corporate finance. The firm’s contracts with two or more parties range from syndicated loans to central counterparties’ contracts. Such contracts will be discussed both in Chapter 12 and Volume III.

Corporate Finance Law

Principles and Policy

Author: Louise Gullifer,Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1847317618

Category: Law

Page: 788

View: 9031

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Corporate Finance is an area of law which is obviously of significant practical importance, but the academic analysis of this area of law has also been increasingly recognised. This book provides a discussion of the most interesting theoretical and policy issues in Corporate Finance law. This book covers both the equity and debt sides of Corporate Finance law, and seeks, where possible, to compare the two, considering the desirability of each in various circumstances and pointing to areas of convergence and overlap. The topics covered in this book include: an overview of the financing options available to companies; the relationship between debt and equity; legal capital; contractual protection for creditors; proprietary protection for creditors; single and multiple lenders; transferred debt; public offers of shares; the ongoing regulation of the capital market; the regulation of debt; takeovers; schemes of arrangement and private equity. Each chapter analyses the issues so as to enable the reader to understand the difficulties, risks and tensions inherent in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book discusses areas where the law is uncertain, including some difficult conceptual problems, and considers the present law critically, including options for possible reform. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

The Politics of Corporate Taxation in the European Union

Knowledge and International Policy Agendas

Author: Claudio Maria Radaelli

Publisher: Psychology Press

ISBN: 0415149991

Category: Business & Economics

Page: 254

View: 2167

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This study explores the formation of the European Union's tax policy and asks why member states did not raise objections to it. The author's analysis is enriched by two further levels of inquiry. Firstly, he examines the 'Europeanization' of domestic tax policy in Italy and the UK, asking how domestic policy has changed and what is meant by 'Europeanization'. Secondly, he puts the European Union tax policy in the wider context of tax globalization. Will the liberalization of capital movement, tax havens and the flexibility of multinationals in managing their taxable incomes wreck the European Union's fragile tax policies?

Building an EU Securities Market

Author: Eilís Ferran

Publisher: Cambridge University Press

ISBN: 9781139456821

Category: Law

Page: N.A

View: 4563

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This book considers some of the fundamental issues concerning the legal framework that has been established to support a single EU securities market. It focuses particularly on how the emerging legal framework will affect issuers' access to the primary and secondary market. The Financial Services Action Plan (FSAP, 1999) was an attempt to equip the community better to meet the challenges of monetary union and to capitalise on the potential benefits of a single market in financial services. It led to extensive change in securities market regulation: new laws; new law making processes, and more attention to the mechanisms for the supervision of securities market activity and legal enforcement. With the FSAP nearing completion, it is a good time to take stock of what has been achieved, and to identify the challenges that lie ahead.

Takeovers in English and German Law

Author: Jennifer Payne

Publisher: Hart Publishing

ISBN: 184113340X

Category: Law

Page: 183

View: 9718

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This book arises out of the second Anglo-German Law Conference in Oxford, held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking into account these new developments as well as others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practicing lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

The Law of Capital Markets in the EU

Disclosure and Enforcement

Author: Konstantinos Sergakis

Publisher: Palgrave

ISBN: 9781137518460

Category: Law

Page: 314

View: 2782

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This authoritative textbook offers a thorough, theoretical and practical overview of the current EU legal framework applicable to capital markets. It is intended to enable a critical analysis of the overall regulatory principles as well as the interaction between market actors and EU law which has shaped the regulatory agenda both at national and EU level. The book gives an overview of the foundations of EU capital markets and touches upon issuer disclosure obligations, inappropriate market practices and gatekeepers. EU law is the main focus, complemented by comparative analysis where applicable, primarily relating to UK, French and German laws. Ideal for upper-level undergraduate or graduate law students taking a module in Capital Markets Law, Securities Regulation, Corporate Finance Law or EU Company Law. Also useful for accounting, business or economics MSc students who need to broaden their understanding of the legal aspects of capital markets, and for academics and policy makers.

The Law and Structure of the International Financial System

Regulation in the United States, EEC, and Japan

Author: John H. Friedland

Publisher: Greenwood Publishing Group

ISBN: 9780899308371

Category: Business & Economics

Page: 200

View: 5486

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This book discusses financial regulation in the U.S., the EEC, and in Japan, and sets forth an argument for regulation if efficiency is to be maintained in the world financial markets.

The Anatomy of Corporate Law

A Comparative and Functional Approach

Author: Reinier Kraakman,John Armour,Paul Davies,Luca Enriques,Henry Hansmann,Gerard Hertig,Klaus Hopt,Hideki Kanda,Mariana Pargendler,Wolf-Georg Ringe,Edward Rock

Publisher: Oxford University Press

ISBN: 0191059544

Category: Law

Page: 352

View: 6304

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This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

Takeovers and the European Legal Framework

A British Perspective

Author: Jonathan Mukwiri

Publisher: Routledge

ISBN: 1134007809

Category: Business & Economics

Page: 200

View: 754

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Since the implementation of the European Directive on Takeover Bids, a European common legal framework governs regulation of takeovers in EU Members States. The European Directive on Takeover Bids was adopted in April 2004, and implemented in the UK and in other Member States on 20th May 2006. The Directive seeks to regulate takeovers by way of protecting investors, and harmonising takeover laws in Europe. In facilitating the restructuring of companies through takeovers, the Directive aims at reinforcing the free movement of capital. Takeovers and the European Legal Framework studies the European Community Directive on Takeover Bids, in order to provide greater understanding of both the impact and effect of the European legal framework of takeover regulation. It firstly looks at the Directive from a British perspective, focusing on the impact of the transposition of the Takeover Directive into the UK. The book examines the provisions of the City Code on Takeovers and Mergers, and discusses the takeover provisions in the Companies Act 2006 that implement the Takeover Directive in the UK, arguing that the Directive will provide a new basis for UK takeover regulation, and that the system will work well. Jonathan Mukwiri goes on to consider the Directive in relation to the EU, arguing that despite its deficiencies, in that Member States are free to opt to restrict takeovers, the Directive provides a useful legal framework by which takeovers are regulated in different jurisdictions. Mukwiri highlights how the freedoms of the EC Treaty and EU Directives interact, and the effects of the Takeover Directive on political considerations in the law-making process in European Community. Moreover, he argues that the future of EU takeover regulation is likely to follow the lead of the UK, making this book relevant to a wide range of policy makers and academics across Europe.

European Law

Author: Dermot Cahill,Vincent Power,Niamh Connery

Publisher: Oxford University Press

ISBN: 0199589054

Category: Law

Page: 456

View: 753

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This title provides a clear overview of its subject, focusing on the practical issues that confront lawyers on a daily basis. Written by an acknowledged expert, the manual provides detailed analysis of recent cases and legislation.

Corporate Governance in the European Insurance Industry

Author: O. Ricci

Publisher: Springer

ISBN: 113737604X

Category: Business & Economics

Page: 154

View: 8703

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Corporate scandals at the beginning of the 2000s and the recent global financial crisis have renewed the attention of academics, regulators and practitioners to agency problems and possible solutions in the financial sector. Since that time, much thought has been given to new regulations and international corporate governance standards, in an attempt to guarantee prudent and sound financial management. While much of this thought has been focussed on the banking sector, Corporate Governance in the European Insurance Industry provides a unique perspective on the subject, focusing on the insurance industry and asking some important theoretical and practical questions. Are insurance companies systemically relevant, and does the existing regulation provide adequate protection for customers and guarantee financial stability? Is regulatory intervention consistent with economic and financial theories? And crucially, is this intervention consistent with empirical evidence of the behaviour and performance of insurance companies? The first part of this book provides the reader with a comprehensive review of current academic studies on the topic; the second part moves on to examine the regulation of corporate governance and its recent evolution after the global financial crisis. Within a context of vivid debate in the financial services industry, the issues explored in this book will be of value to anyone with an interest in insurance corporate governance and regulation. It is also a key source of research for academics in insurance and finance, as well as PhD students and post-graduate students in relevant subjects.

Global Differences in Corporate Governance Systems

Theory and Implications for Reforms

Author: Markus Berndt

Publisher: Springer-Verlag

ISBN: 3322814319

Category: Business & Economics

Page: 143

View: 2122

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Markus Berndt explains the observable evolution and persistence of differences in financial systems by elaborating on the influence of network effects on corporate governance systems. He develops a coherent theoretical framework pulling together existing agency theories and providing new theoretical foundations wherever there is a gap in the current theoretical understanding of corporate governance.

Corporate Boards in Law and Practice

A Comparative Analysis in Europe

Author: Paul Davies,Klaus Hopt,Richard Nowak,Gerard van Solinge

Publisher: OUP Oxford

ISBN: 0191015261

Category: Law

Page: 787

View: 6308

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Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

International Corporate Governance

A Comparative Approach

Author: Thomas Clarke

Publisher: Routledge

ISBN: 1134350880

Category: Business & Economics

Page: 544

View: 9459

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Comprehensive and up-to-date, this important textbook analyzes the escalating crisis in corporate governance and the growing interest in its reform across the globe. Written by a leading name in the field of corporate governance from a genuinely international perspective, this excellent textbook provides a balanced analysis of the relative strengths and weaknesses of the Anglo-Saxon, European and Asian traditions of corporate governance; offering a prognosis of the future development, complexity and diversity of corporate governance forms and systems. It: investigates the reasons for the failure of Enron, WorldCom, Tyco, Parmalat and other major international corporations examines the role of international standards of corporate governance, with the intervention of the OECD, World Bank and IMF explores the continuing cultural diversity in corporate and institutional forms in the United States and UK, Europe and Asia Pacific. Illustrated with a wealth of up-to-the minute case studies and packed full of excellent illustrative material that guides student readers through this complex subject, International Corporate Governance is a must read for anyone studying corporate governance today.

European Cross-Border Mergers and Reorganisations

Author: Jérôme Vermeylen,Ivo Vande Velde

Publisher: OUP Oxford

ISBN: 0191630993

Category: Law

Page: 984

View: 6617

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The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

Accounting and Finance for Non-specialists

Author: Peter Atrill,E. J. McLaney

Publisher: Pearson Education

ISBN: 9780273716945

Category: Business & Economics

Page: 561

View: 855

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Accounting and Finance for Non-specialists, sixth edition is aimed primarily at students who are not majoring in accounting or finance but who are studying introductory level accounting as part of their course.