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International Themes in Business Law
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International Themes in Business Law

Five Volume Set
Edited by:


January 2007 | 1 704 pages | SAGE Publications Ltd
'This collection of papers will prove itself to be an invaluable resource for any reader wishing to dig deeply into the fund of published scholarship on Corporate and Partnership Law and to have that material available in an easily accessible source. The authors are to be congratulated for their approach to selection; articles published in a wide range of law journals have been included, as have important reform proposals from the Law Commission. In short, the coverage is comprehensive and the contents compelling. This commentator unreservedly applauds this new entrant to the International Business Law library. It will appeal to a wide range of readers'

- David Milman, Professor of Law, Lancaster University

With contributions from the main stakeholders in the field, including company lawyers as well as leading scholars, this five volume collection of classic and contemporary articles maps out the key issues in Business Law.

International Themes in Business Law moves logically from the establishment of companies, the funding and management of companies, the operation of companies in the global context and what happens when companies fail and how should they be reformed.

Contributors demonstrate not only the depth of the complicated regulation which surrounds modern companies today, but also the breadth of the legal issues to be applied and analysed.

Volume One: Corporate Personality, Incorporation, Registration, Memo and Articles

Volume Two: Limited Liability Partnership

Volume Three: Insider Dealing, Directors and Their Duties, Corporate Governance

Volume Four: International Trade, Conflicts of Laws, Insolvency and Liquidation

 
VOLUME ONE: CORPORATE PERSONALITY, INCORPORATION, REGISTRATION, MEMO AND ARTICLES
 
Corporate Personality and Incorporation
Hugh Collins
Ascription of Legal Responsibility to Groups in Complex Patterns of Economic Integration
Neil Hawke and Pamela Hargreaves
Corporate Liability
Smoke and Mirrors  
S Ottolenghi
From Peeping behind the Corporate Veil to Ignoring it Completely
Peter Ziegler and Lynn Gallagher
Lifting the Corporate Veil in the Pursuit of Justice
John P Lowry
Lifting the Corporate Veil (Case Comment)
Christopher Ruane
Metaphysics and the Corporate Veil
Joseph Savirimuthu
Pre-Incorporation Contracts and the Problem of Corporate Fundamentalism
Are Promoters Proverbially Profuse?  
Claire Howell
Salomon under Attack
Jonathan Mukwiri
Section 459 on Parent and Subsidiary Companies
Frank Wooldridge
The European Company, the Successful Conclusion of Protracted Negotiations
Dan Prentice
The Incorporation Theory - the United Kingdom
Louis De Koker
The Limited Liability Act of 1855
Judith Freedman and Vanessa Finch
The Limited Liability Partnership
Pick and Mix or Mix-up?  
Georgina Andrews
The Veil of Incorporation - Fiction or Facade?
Marc Moore
'A Temple Built on Faulty Foundations'
Piercing the Corporate Veil and the Legacy of Salomon v Salomon  
Cheong Ann Png
Lifting the Veil of Incorporation
Creasey v Breachwood Motors - A Right Decision with Wrong Reasons  
John H Armour
Corporate Personality and the Assumption of Responsibility
Simon Bowmer
To Pierce or Not to Pierce the Corporate Veil - Why Substantive Consolidation Is Not an Issue under English Law
 
Registration and the Memo and Articles
Clare M S McGlynn
The Constitution of the Company
Mandatory Statutory Provisions versus Private Agreements  
F G Rixon
Competing Interests and Conflicting Principles
An Examination of the Power of Alteration of Articles of Association  
Robert R Drury
The Relative Nature of a Shareholder's Right to Enforce the Company Contract
G D Goldberg
The Controversy on the Section 20 Contract Revisited
Gregory
The Section 20 Contract
Sabine Ebert
The European Company on the Level Playing Field of the Community
Vanessa Edwards
The European Company - Essential Tool or Eviscerated Dream?
Erik Werlauff
The SE Company - A New Common European Company from 8 October 2004
 
VOLUME TWO: LIMITED LIABILITY PARTNERSHIP
Elspeth Deards
Partnership Law in the Twenty-First Century
Michael Lower
What's on Offer? A Consideration of the Legal Forms Available for Use by Small and Medium-Sized Enterprises in the United Kingdom
J J Henning
Partnership Law Review
The Joint Consultation Papers and the Limited Liability Partnership Act in Brief Historical and Comparative Perspective  
 
Shares and Ownership, Shareholders
Paddy Ireland
Company Law and the Myth of Shareholder Ownership
Christopher A Riley
Contracting out of Company Law
Section 459 of the Companies Act 1985 and the Role of the Courts  
Jennifer Payne
Derivative Actions by Beneficial Shareholders
Brenda Hannigan
Limitations on a Shareholders Right to Vote
Effective Ratification Revisited  
Judith Freedman
Limited Liability
Large Company Theory and Small Firms  
Ruth Redmond-Cooper
Management Deficiencies and Judicial Intervention
A Comparative Analysis  
Brenda Hannigan
Section 459 of the Companies Act 1985 - A Code of Conduct for the Quasi-Partnership?
John Armour
Share Capital and Creditor Protection
Efficient Rules for a Modern Company Law  
D D Prentice
Shareholder Actions
The Rule in Foss v Harbottle  
Paddy Ireland
Shareholder Primacy and the Distribution of Wealth
Pauline Roberts and Jill Poole
Shareholder Remedies - Corporate Wrongs and the Derivative Action
David Milman
The Courts and Capital Reductions
Murray A Pickering
The Problem of the Preference Share
Kenneth Polack
Company Law - Class Rights
Sealy
Company Law - Beneficial Interests in Shares
Jonathan Mukwiri
The No-Reflective Loss Principle
John Lowry
The Pursuit of Effective Minority Shareholder Protection
Section 459 of the Companies Act 1985  
D D Prentice
The Theory of the Firm
Minority Shareholder Oppression - Sections 459-461 of the Companies Act 1985  
Giora Shapira
Voting Agreements and Corporate Statutory Powers
 
Easier Exercise of Shareholder Rights Proposed
Iain MacNeil
Shareholders' Pre-Emptive Rights
Joseph Lee
Four Models of Minority Shareholder Protection in Takeovers
Colin Baxter
The Role of the Judge in Enforcing Shareholder Rights
 
VOLUME THREE: INSIDER DEALING, DIRECTORS AND THEIR DUTIES, CORPORATE GOVERNANCE
 
Insider Dealing
Keith Wotherspoon
Insider Dealing - The New Law
Part Five of the Criminal Justice Act 1993  
David Stewart Fairbairn
Insider-Dealing Regulation in the United Kingdom and Germany
Comparing Regulatory Policy on the Implementation of Key Aspects of the EC Insider Dealing Directive  
Kimberly Anne McCoy and Philip Summe
Insider Trading Regulation
A Developing State's Perspective  
P L Davies
The European Community's Directive on Insider Trading
From Company Law to Securities Markets Regulation  
Takis Tridimas
The House of Lords Rules on Insider Trading
 
Directors and Their Duties
Ian M Ramsay
Directors and Officers' Remuneration
The Role of the Law  
Andrew Keay
Directors' Duties to Creditors
Contractarian Concerns Relating to Efficiency and Over-Protection of Creditors  
Ross Grantham and Charles Rickett
Directors' 'Tortious' Liability
Contract, Tort or Company Law?  
Chris Noonan and Susan Watson
Directors' Tortious Liability - Standard Chartered Bank and Restoration of Sanity
Robert Flannigan
Fiduciary Duties of Shareholders and Directors
Saleem Sheikh
Non-Executive Directors
Self-Regulation or Codification  
Ross Grantham
The Content of the Director's Duty of Loyalty
Rod Edmunds and John Lowry
The Continuing Value of Relief for Directors' Breach of Duty
Andrew Keay
The Duty of Directors to Take Account of Creditors' Interests
Has It Any Role to Play?  
Hans C Hirt
The Law on Corporate Opportunities in the Court of Appeal
Re Bhullar Bros Ltd  
 
Corporate Governance
Vanessa Finch
Board Performance and Cadbury on Corporate Governance
Olu Omoyele
Continuing Obligations of Listed Public Companies
A Critical Analysis  
Mohammed B Hemraj
Corporate Governance
Rationalizing Stakeholder Doctrine in Corporate Accountability  
P T Muchlinski
Holding Multinationals to Account
Recent Developments in English Litigation and the Company Law Review  
Peter Burbidge
'How Can You Be Sure of Shell'? Is Corporate Governance Better Served by Unitary or Two-Tier Boards?
Claire Howell
Secretary of State v Swan and North
John Holland
Self-Regulation and Financial Aspects of Corporate Governance
Roy A Chandler and Susan A Bartlett
The Private Shareholder, Corporate Governance and the Role of the Annual Report
Fama and Jensen
Separation of Ownership and Control
H L Tosi et al
How Much Does Performance Matter? A Meta-Analysis of CEO Pay Studies
Alcock
Corporate Governance
A Defence of the Status Quo  
 
VOLUME FOUR: INTERNATIONAL TRADE, CONFLICTS OF LAWS, INSOLVENCY AND LIQUIDATION
 
International Trade and Conflict of Laws
Tobias H Troger
Choice of Jurisdiction in European Corporate Law - Perspectives of European Corporate Governance
Massimo V Benedettelli
Conflicts of Jurisdiction and Conflicts of Law in Company Law Matters within the EU 'Market for Corporate Models'
Brussels I and Rome I after Centros  
P Muchlinski
Corporations in International Litigation
Problems of Jurisdiction and the United Kingdom Asbestos Case  
Hans C Hirt
Freedom of Establishment, International Company Law and the Comparison of European Company Law Systems after the ECJ's Decision in Inspire Art Ltd
Iain MacNeil and Alex Lau
International Corporate Regulation
Listing Rules and Overseas Companies  
Robert R Drury
Migrating Companies
Eva Micheler
Recognition of Companies Incorporated in Other EU Member States
Werner F Ebke
The European Conflict-of-Corporate-Laws Revolution
Uberseering, Inspire Art and beyond  
Eva Micheler
The Impact of the Centros Case on Europe's Company Laws
Sabine Ebert
The Law Applicable to Groups of Companies Involving European Companies
Ben Jones
The Law Determining Directors' Duties
 
Insolvency and Liquidation
D D Prentice
Creditor's Interests and Director's Duties
Vanessa Finch
Doctoring in the Shadows of Insolvency
Meng Seng Wee
Insolvency and the Survival of Contracts
Alan Berg
Recharacterization after Enron
John Armour and Sandra Frisby
Rethinking Receivership
Gerard McCormack
The Law Commission Consultative Report on Company Security Interests
An Irreverent Riposte  
Erica Johansson
The Law Commission's Consultation Paper Number 164
Some Reflections Regarding the Exclusion of Securities  
Vanessa Finch
The Recasting of Insolvency Law
Andrew Hicks and T E Cooke
Wrongful Trading - Predicting Insolvency
 
Reform
Saleem Sheikh
Company Law Reform
Part One  
Saleem Sheikh
Company Law Reform
Part Two  
Robert Goddard
Modernizing Company Law
The Government's White Paper  
Alan Berg
The Company Law Review
Legislating Directors' Duties  

'This collection of papers will prove itself to be an invaluable resource for any reader wishing to dig deeply into the fund of published scholarship on Corporate and Partnership Law and to have that material available in an easily accessible source. The authors are to be congratulated for their approach to selection; articles published in a wide range of law journals have been included, as have important reform proposals from the Law Commission. The corporate governance material goes beyond the usual parameters to encompass management sources. Papers have been included which reflect the international dimension to Corporate Law. The Centros/ freedom of establishment issue is covered in considerable depth with a range of expert insights on offer. Similarly, the material on insider dealing regulation is impressive. As indicated above, although the primary focus is on Corporate Law the source material covers Partnership Law. This is also a strong insolvency Law component. In short, the coverage is comprehensive and the contents compelling.

This commentator unreservedly applauds this new entrant to the International Business Law library. It will appeal to a wide range of readers, and will prove particularly insightful for taught postgraduate students undertaking LLM courses'

- David Milman, Professor of Law, Lancaster University

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ISBN: 9781412929004
£775.00