Corporate Finance Law in the UK and EU

Author: Dan Prentice,Arad Reisberg

Publisher: OUP Oxford

ISBN: 9780199589616

Category: Law

Page: 604

View: 8987

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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: 6406

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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 Capital Markets in the EU

Disclosure and Enforcement

Author: Konstantinos Sergakis

Publisher: Palgrave

ISBN: 9781137518460

Category: Law

Page: 314

View: 3373

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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.

Corporate Finance Law

Principles and Policy

Author: Louise Gullifer,Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1782259600

Category: Law

Page: 896

View: 1235

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The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions 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 will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

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: 5907

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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 Law and Financial Instability

Author: Andreas Kokkinis

Publisher: Routledge

ISBN: 1351972774

Category: Law

Page: 224

View: 688

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Virtually all large banks and other financial institutions in the UK and internationally are public limited liability companies whose shares are listed on one or several stock exchanges. As such, their corporate governance and, in particular, the incentives faced by their directors and senior managers are to a significant extent determined by corporate and securities law rules such as directors’ duties, directors’ liability in insolvency, takeover regulation, disclosure obligations, shareholder rights and rules on executive remuneration. At the same time, systemically important financial institutions in the UK are licensed, regulated and supervised by the Prudential Regulation Authority (PRA). This book explores the relationship between, on the one hand, the broader corporate law, corporate governance and securities law framework and, on the other, the prudential regulatory framework. Although the book’s main focus is on UK law, much of the policy argumentation is relevant globally and therefore appropriate international comparisons are drawn, and analysis of EU law and regulation is included. The book argues that the corporate law regime, which focuses on shareholder empowerment and profit maximisation, operates as an antithesis to prudential regulatory objectives thus undermining the safety and soundness of banks and other financial institutions by encouraging risky behaviour that may be in the best interests of their shareholders, but is clearly not in the public interest.

Company Law and Corporate Finance

Author: Eilís Ferran

Publisher: Oxford University Press, USA

ISBN: N.A

Category: Law

Page: 658

View: 3117

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The limited company is the dominant type of organisational structure for businesses operating in the UK it is the best available mechanism for raising finance and diversifying financial risk. This book identifies the company as a financing vehicle and explains how the law facilitates theraising of finance by providing the corporate form and methods of financing that match the changing needs of a business through its life. The approach sets this book apart from other legal texts and provides it with its distinctive orientation. The rules relating to share capital, debt finance and public offers of securities are clearly explained with emphasis throughout on their practical operation and on the interests that these requirements are intended to protect. Topical corporate finance issues, such as the ways in which companiescan return value to their shareholders, are examined. The corporate governance implications of raising finance from external investors are considered. Key corporate governance issues such as the role of non-executive directors and institutional investors are analysed. For companies that have outside investors, market driven codes of best practice and Stock Exchange requirements can be just as important as the companies legislation and case law. Through the programme of harmonisation, European law now exerts a major influence. These different strands of law andregulation are woven together in the book and there is a timely discussion of areas where reform is necessary or desirable. This is the first book in the UK to deal with the technicalities of company law within a wider framework that recognises the importance of market forces and corporate governance and which seeks to explain to wider audience issues about corporate finance theory and practice that are familiar tofinancial economists. This is will enable students to develop a wider and more realistic understanding of the operation of company law than is provided by existing texts.

Brexit and Financial Services

Law and Policy

Author: Kern Alexander,Catherine Barnard,Eilís Ferran,Andrew Lang,Niamh Moloney

Publisher: Bloomsbury Publishing

ISBN: 1509915818

Category: Law

Page: 224

View: 4978

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This timely book examines the legal and regulatory implications of Brexit for financial services. The UK's withdrawal from the EU is likely to have significant market, political, and policy consequences for the UK financial system, for the single market and the euro area, and for the international financial system. As the UK disentangles its financial system from the EU, law will matter to a profound extent. Treaties, legislation, and regulation, at UK, EU, and international levels, and the many dynamics and interests which drive them, will frame and shape the ultimate settlement between the UK and the EU, as well as how the EU financial system develops post-Brexit and how the international financial system responds. Written by leading authorities in the field, this book addresses and contextualises the legal, regulatory, and policy issues across five dimensions, which correspond to the major legal spheres engaged: financial regulation implications and market access consequences for the UK financial system; labour law and free movement consequences for the UK financial system; the implications internally for EU financial governance and the euro area; the implications and relevance of the EEA/EFTA financial services market; and the trade law and World Trade Organization law implications.

Competition Law and Policy in the EC and UK

Author: Barry Rodger,Angus MacCulloch

Publisher: Routledge

ISBN: 1134047770

Category: Law

Page: 488

View: 8878

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Competition law, at both the EC and UK levels, plays an important and ever-increasing role in regulating the conduct of businesses. Based on the premise that open and fair competition is good for both consumers and businesses, competition law prevents businesses from entering into anti-competitive agreements and from abusing their dominant market position. Competition Law and Policy in the EC and UK looks at how competition law affects business, including: co-ordinated actions; pricing behaviour; take-overs and mergers; and state subsidies. It provides a clear guide to and outline of the general policies behind, and the main provisions of EC and UK competition law. Information is presented within a structured framework, complete with a glossary of useful terminology. This fourth edition has been revised and updated to take into account developments since publication of the previous edition, including expanded coverage of the regulation of cartels, the development of private enforcement, the consideration of IP issues in Microsoft, and extended discussion of UK competition Law.

Corporate Finance Law

Principles and Policy

Author: Louise Gullifer,Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1847317618

Category: Law

Page: 788

View: 484

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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.

European Capital Markets Law

Author: Rüdiger Veil

Publisher: Bloomsbury Publishing

ISBN: 1782256547

Category: Law

Page: 848

View: 720

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European capital markets law has developed rapidly in recent years. The former directives have been replaced by regulations and numerous implementing legal acts aimed at ensuring a level playing field across the EU. The financial crisis has given further impetus to the development of a European supervisory structure. This book systematises the European law and examines the underlying concepts from a broadly interdisciplinary perspective. National experiences in selected Member States – Austria, France, Germany, Italy, Spain, Sweden and the United Kingdom – are also explored. The first chapter deals with the foundations of capital markets law in Europe, the second explains the basics, and the third examines the regime on market abuse. Chapter four explores the disclosure system and chapter five the roles of intermediaries, such as financial analysts, rating agencies and proxy advisers. Short selling and high frequency trading is described in chapter six. Chapter seven deals with financial services and chapter eight explains compliance and corporate governance in investment firms. Chapter nine illustrates the regulation of benchmarks. Finally, chapter ten deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts.

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: 2703

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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?

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: 1474

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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: Ezra Ripley Thayer Professor of Law Reinier Kraakman,Hogan Lovells Professor of Law and Finance John Armour,Henry Hansmann,Senior Research Fellow Paul Davies, (Ga,Allen & Overy Professor of Corporate Law Luca Enriques,Oscar M Ruebhausen Professor of Law Henry Hansmann,Gerard Hertig,Klaus Hopt,Hideki Kanda,Mariana Pargendler

Publisher: Oxford University Press

ISBN: 019873963X

Category:

Page: 304

View: 8184

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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.

The Role of Financial Stability in Eu Law and Policy

Author: Gianni Lo Schiavo

Publisher: Kluwer Law International

ISBN: 9789041182302

Category: Law

Page: 300

View: 8049

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European Monographs Volume 101 Since the outbreak of the 2008 �financial crisis, European Union (EU) institutions and Member States have engaged in a major effort to repair the architecture of economic governance of the European Economic and Monetary Union (EMU). This book takes as its starting point the unclear notion of financial stability, which only recently has received a more detailed legal analysis. It examines the evolution of the concept of financial stability during the financial crisis and provides a conceptual framework in order to demonstrate that financial has become a foundational objective in Europe and has set a new normative framework in EU law and policy. Arguing that �financial stability is a foundational objective in EU law and policy based on certain normative instruments, this ground-breaking book provides an in-depth and original understanding of the newly developed framework to attain supranational financial stability. In its analysis of the legal implications of these new instruments, the study examines topics and issues such as the following: the concept and normative instruments of financial stability at European level; the renewed economic governance in Europe; the financial assistance mechanisms developed in Europe; the new regulatory environment for banks at European level; the Single Supervisory Mechanism and the role of the European Central Bank (ECB) therein; the new framework for banking resolution, with specific focus on the Single Resolution Mechanism. The author shows in detail how an appropriate level of supranational regulation, supervision, burden-sharing and rescue measures strengthen �financial stability. Thereby, the book will appeal to officials in EU institutions and agencies as well as lawyers and academics in EU law and in banking/financial law to gain a clear understanding of role of financial stability and its normative instruments in EU law and policy. Gianni Lo Schiavo is currently working as a lawyer at the ECB. He obtained a PhD in EU Law at King's College, London, and has written numerous articles and chapters in EU administrative law, EU financial/banking law and EU competition law.

Takeovers in English and German Law

Author: Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1847312365

Category: Law

Page: 208

View: 957

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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 account of these new developments, among others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practising 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.

Finance and Investment

The European Case

Author: Colin Mayer,Stefano Micossi,Andrea Polo,Marco Onado

Publisher: Oxford University Press

ISBN: 0198815816

Category: Business & Economics

Page: 448

View: 5398

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Low growth, low investment, insufficient spend on infrastructure, weak bank lending to the corporate sector, and funding deficiencies of small and medium-sized enterprises are all causes of concern in Europe. To many, they point to fundamental problems in the financing of European companiesand in Europe's financial systems. Are these concerns valid and do the structure and performance of the financial system lie at their heart? If so, what should be done to address them, and have the right policy prescriptions been identified to date?A product of the Restarting European Investment Finance research programme, Finance and Investment: The European Case brings together leading researchers to consider the causes of the persistently low level of investment in Europe. It examines the extent to which the financial system is acontributory factor and identifies possible remedies, considering the relation of finance to corporate sector investment, the lending behaviour of banks, the provision of equity financing, and the role of public sector institutions, regulation, and taxation. Finance and Investment provides one of the most comprehensive and thorough analyses of any financial system undertaken to date. It reflects a large body of research using new and existing data sets, employing advanced empirical tools, and exploiting the unique insights provided by the tumultuousevents of financial and sovereign debt crises. Together, they comprise an exceptional body of knowledge to advance academic thinking and guide policy formulation.

Human Rights Law in Europe

The Influence, Overlaps and Contradictions of the EU and the ECHR

Author: Kanstantsin Dzehtsiarou,Theodore Konstadinides,Tobias Lock,Noreen O'Meara

Publisher: Routledge

ISBN: 1135971862

Category: Law

Page: 248

View: 5905

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This book provides analysis and critique of the dual protection of human rights in Europe by assessing the developing legal relationship between the Court of Justice of the European Union (CJEU) and the European Court of Human Rights (ECtHR). The book offers a comprehensive consideration of the institutional framework, adjudicatory approaches, and the protection of material rights within the law of the European Union and the European Convention on Human Rights (ECHR). It particularly explores the involvement and participation of stakeholders in the functioning of the EU and the ECtHR, and asks how well the new legal model of ‘the EU under the ECtHR’ compares to current EU law, the ECHR and general international law. Including contributions from leading scholars in the field, each chapter sets out specific case-studies that illustrate the tensions and synergies emergent from the EU-ECHR relationship. In so doing, the book highlights the overlap and dialectic between Europe’s two primary international courts. The book will be of great interest to students and researchers of European Law and Human Rights.

European Law

Author: Dermot Cahill,Vincent Power,Niamh Connery

Publisher: Oxford University Press

ISBN: 0199589054

Category: Law

Page: 456

View: 8674

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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.

European Company Law in Accelerated Progress

Author: Steef M. Bartman,Centre for European Company Law

Publisher: Kluwer Law International B.V.

ISBN: 9041125299

Category: Law

Page: 174

View: 3719

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As a penetrating evaluation of the EU's capability to improve its corporate regulatory infrastructure and thereby attract more investors and business activities within its territory as a whole, this book offers insights to those interested in the field, from economic policymakers at every level of government to business persons and their counsel.