The Federalization of Corporate Governance

Author: Marc I. Steinberg

Publisher: Oxford University Press

ISBN: 0190876301

Category: Law

Page: 256

View: 1937

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.

Insider Trading Law and Policy

Author: Stephen M. Bainbridge

Publisher: Foundation Press

ISBN: 9781609304300

Category: Business & Economics

Page: 246

View: 477

This compact text is for use in law school classes on insider trading, securities regulation, or business associations. It offers a clear and direct exposition of the law and policy concerns raised by this important and high-profile area of the law. The author provides sufficient detail for a complete understanding of the subject without getting bogged down in minutiae. Faculty interested in teaching a short course on insider trading or making insider trading a major part of a course in securities or corporate law will find the text highly teachable, while student staking such a course using other materials will find it a useful study aid.

Mergers and Acquisitions

Author: Stephen M. Bainbridge

Publisher: N.A

ISBN: 9781609301323

Category: Law

Page: 360

View: 4822

This text provides a concise statement of the the state corporate and federal securities laws governing mergers and acquisitions law designed for law students taking an advanced business law course such as mergers and acquisitions or corporate finance, lawyers practicing in corporate takeovers, and judges faced with cases arising out of such transactions. This thoroughly updated third edition features a considerably expanded treatment of practical aspects, such as drafting merger agreements, preparing disclosure documents, and dealing with takeover defenses.

Agency Law in Commercial Practice

Author: Peter Watts

Publisher: Oxford University Press

ISBN: 0198738471

Category: Agency (Law)

Page: 344

View: 7532

This book explores the problems an application of agency law in commercial practice. Moving beyond the limited introductory resources currently available, it "tests" abstract agency law concepts in specific commercial contexts, with reference to jurisdictions around the world. There is an enduring commonality of concepts and principles within agency law, both within the Commonwealth and within the jurisdictions of the United States. The book's comparative approach, drawing together analysis of national and international jurisdictions, provides innovative perspectives and insights, as well as practical guidance on solving commercial problems. The book opens with a detailed introductory chapter which provides a broad overview of the agency issues arising in specific commercial contexts. The subsequent chapters are grouped thematically: company law, financial transactions and services, sale of goods; as well as agency in procedural contexts. Topics covered include the role of the director and directorial board in company law and agency law, agency in shipping law, undisclosed principal in sale of goods cases, regulation of conflicts of interest in securities transactions, poseur-agents and transactional intermediation, the operation of agency in retail financial services, the agent's warranty of authority, and power of attorney. This book is an invaluable resource on both agency theory and commercial practice.

Law and Corporate Finance

Author: Frank B. Cross,Robert A. Prentice

Publisher: Edward Elgar Publishing

ISBN: 9781847205346

Category: Business & Economics

Page: 230

View: 7962

The authors examine the role of the law in developing large financial markets necessary for national economic success. They discuss the basic foundational law of contracts, property and tort, corporate law, and securities law, providing both a broad theoretical and empirical case for its value in financial markets.

The Big Short - Wie eine Handvoll Trader die Welt verzockte

Author: Michael Lewis

Publisher: Campus Verlag

ISBN: 3593393573

Category: Political Science

Page: 319

View: 5370

"The Big Short" erzählt von der Erfindung einer monströsen Geldmaschine: Ein paar Hedgefond-Manager sehen das katastrophale Platzen der amerikanischen Immobilienblase nicht nur voraus, sondern sie wetten sogar im ganz großen Stil darauf. Den Kollaps des Systems befördern sie unter anderem mittels des sogenannten "shortings", Leerverkäufen von Aktien großer Investmentbanken. Doch zu jeder Wette gehört auf der anderen Seite auch einer, der sie hält. Lewis entlarvt anhand seiner Protagonisten ein System, das sich verselbständigt und mit moralischen Kategorien wie Habgier oder Maßlosigkeit längst nicht mehr zu fassen ist. Der Zusammenbruch der Finanzmärkte, so lernen wir in diesem Buch, war ein kurzer Moment der Vernunft: Der Wahnsinn hatte sich in den Jahren davor abgespielt.

Banking and Securities Regulation in the Netherlands

Author: Bas Jennen,Niels R. van de Vijver

Publisher: Kluwer Law International B.V.

ISBN: 9041128638

Category: Law

Page: 194

View: 9584

This book's primary goal is to give a non-Dutch lawyer a basic understanding of the Dutch financial regulatory environment. In most countries financial regulation is not the easiest accessible area of the law and the Netherlands is no exception. For anyone involved in the Dutch financial industry this book will prove an indispensable toll to have some meaningful insights into the Dutch regulatory landscape. The authors are experienced practitioners who have advised domestic and international clients on Dutch financial law for many years. Together they also have extensive transactional experience as well as considerable in-house experience at both the Dutch financial regulators. Bank and Financial Securities Regulation in the Netherlands will prove a practical and comprehensive guide for non-Dutch lawyers as well as businesses and individuals who are active in the Dutch financial industry. It may also help- other Dutch lawyers to advise their non-Dutch counterparts on some of the intricacies of Dutch financial law.

Disclosure Roles of Counsel in State and Local Government Securities Offerings

Author: N.A

Publisher: American Bar Association

ISBN: 9781604425468

Category: Law

Page: 323

View: 5139

This book analyzes the disclosure roles and responsibilities under the federal securities laws of all parties engaged in the municipal securities market, including issuers, underwriters, financial advisors, trustees, credit enhancers and their repsective counsel. The book assists lawyers in addressing two principal issues: (1) what role-specific responsibility counsel should assume for the content of disclosure and related opinions and (2) what advice counsel should provide to their clients regarding their responsibilities for disclosure.

Understanding Securities Law

Author: Marc I. Steinberg

Publisher: LexisNexis

ISBN: 1579110339

Category: Law

Page: 554

View: 1657

This Understanding treatise follows a logical sequence of analysis of a securities issue. The author begins by defining a "security" and registration exemptions, and then continues through the process for non-exempt transactions. Understanding Securities Law clearly, thoroughly, and concisely addresses the subjects covered in basic Securities Regulation courses, including: • The definition of securities exemptions from registration; • the registration framework and process; • Sarbanes-Oxley Act; • SEC Securities Act Offering Rules; • Resales and reorganizations; • Due diligence; • Liabilities and remedies; • Affirmative disclosure duties; • Insider trading; • SEC enforcement; and • Professional responsibility. The author also includes a glossary of key terms, statutes, rules, regulations and forms and schedules, and comparative charts synopsizing previously discussed materials. The text covers the regulation of public and privately held companies under the Securities Acts, SEC "fraud" concepts, civil liabilities under the securities laws, and state "Blue Sky" laws. It also discusses the Sarbanes-Oxley legislation, SEC public offering rules, SEC regulations on the resale of securities, and recent federal Supreme Court and appellate court decisions.

Unconscionable Conduct in Commercial Transactions

Global Perspectives and Applications

Author: Garth Wooler

Publisher: Cambridge Scholars Publishing

ISBN: 1527520900

Category: Law

Page: 292

View: 1992

This book looks at the historical use of allegations of unconscionable conduct within the context of independent trade finance instruments, such as letters of credit and demand guarantees. It makes a detailed survey of the law of unconscionable conduct, the complexities of the doctrine of independence, and the circumstances where the former prevails to provide relief from abuse. It also completes a wide–ranging, sequential audit of the relevant case law in both Singapore and Australia where unconscionable conduct was alleged in independent instrument matters. The audit examines every case along the lines of precedent and details the contribution each makes to the law. Focussing on the jurisdictions of Singapore, Australia, and Malaysia, the book lays out the case for the broad adoption of unconscionable conduct in this domain. With its premises founded in precedent and statute, it describes the elements of independent instrument unconscionability as already laid down in law and links it to international banking practice.

Corporate Law

Author: Stephen M. Bainbridge

Publisher: Foundation Press

ISBN: 9781609304713

Category:

Page: 571

View: 7827

Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this third edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.

Break the Curve

The Entrepreneur's Blueprint for Small Business Success

Author: Tim Burns

Publisher: Cengage Learning EMEA

ISBN: 9781861523198

Category: Business & Economics

Page: 230

View: 2800

This book takes a distinctly different approach to small business. It helps those who want to start their own business and those with a new business who want to know how to develop and grow. Its distinctiveness is in its examination and definition of entrepreneurship, informing the reader how to think, act and react as an entrepreneur. Organised into three sections, this book tackles the basics of entrepreneurship; the mechanics of choosing a particular business and making it a viable enterprise; and the business team and how to build the best among other topics. This book takes a distinctly different approach to small business. It helps those who want to start their own business and those with a new business who want to know how to develop and grow. Its distinctiveness is in its examination and definition of entrepreneurship, informing the reader how to think, act and react as an entrepreneur. Organised into three sections, this book tackles the basics of entrepreneurship; the mechanics of choosing a particular business and making it a viable enterprise; and the business team and how to build the best among other topics.

Investment Management Law and Regulation

Author: Harvey E. Bines,Steve Thel

Publisher: Aspen Publishers

ISBN: 0735530483

Category: Law

Page: 927

View: 4650

In its First Edition, this classic treatise called attention to the duty of reasonable care, the duty of loyalty and the public duty of fiduciaries to the marketplace. Grounded in the idea that prudent investing is to be defined by professional practices accepted as appropriate at the time of investment by the management, thereby permitting such practices to adapt to changing conditions and insights, the field of investment management law and regulation has at its center the goal of a common standard of care for investment.Now in its Second Edition, this definitive guide to investment management law and regulation helps you to profitably adapt to today's new and changing conditions and anticipate tomorrow's regulatory response.Here are just a few of the reasons why Investment Management Law and Regulation will be so valuable to you:Explains and analyzes all the ins and outs of the law, clarifies the complexities, answers your questions, points out pitfalls and helps you avoid themCovers the entire field in one volume, saves you valuable time and effort in finding information and searching through stacks of referencesEnsures compliance with all relevant regulations, makes sure nothing is overlooked, protects you against costly mistakesUpdates you on the latest important changes, tells you what is happening now and what is likely to happen in the future Investment Management Law and Regulation is the only up-to-date volume to offer a comprehensive examination of the field of investment management law, covering everything from financial theory and legal theory to the various aspects of hands-on fund management. It's the only resource of its kind that:Identifies and explains the financial theories that control the development of investment management law across management activitiesGives critical judicial, legislative, and regulatory history that makes recent law and regulation more comprehensibleCovers all areas of regulation governing the activities of investment managers, including marketing, suitability, advisory contacts, fees, exculpation and indemnification, performance, fiduciary obligations, conflicts of interest, best executionProvides the practical tools that help predict more effectively how regulators will respond to new marketplace developments and productsIntegrates investment management law and regulation for all institutional investment managersAnd more Whether you are a manager, broker, banker, or legal counsel, a seasoned professional or just starting out, this treatise will quickly become your most trusted guide through the intricacies of this complex, critical, and closely scrutinized area

Regulatory Convergence in EU Securities Regulation

Author: Iris H.-Y. Chiu

Publisher: Kluwer Law International B.V.

ISBN: 9041126686

Category: Law

Page: 323

View: 4426

Offers a new approach to the legal issues raised by the drive for convergence in securities regulation. The author offers an informed and insightful examination of the implications for regulatory and policy design if regulatory convergence were to be rigorously implemented.