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  3. International Corporate Law and Financial Market Regulation

Corporate law and financial market regulation matter. The Global Financial Crisis has challenged many of the fundamental concepts underlying corporate law and financial regulation; but crisis and reform has long been a feature of these fields. A burgeoning and sophisticated scholarship now challenges and contextualizes the contested relationship between law, markets and companies, domestically and internationally. This Series informs and leads the scholarly and policy debate by publishing cutting-edge, timely and critical examinations of the most pressing and important questions in the field.

  • General Editors: Eilis Ferran, University of Cambridge, Niamh Moloney, London School of Economics and Political Science, Howell E. Jackson, Harvard Law School

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31 results in International Corporate Law and Financial Market Regulation

Page 1 of 2

Board-Shareholder Dialogue
  • Policy Debate, Legal Constraints and Best Practices
  • Edited by Luca Enriques, Giovanni Strampelli
  • Published online:
    31 August 2024
    Print publication:
    07 November 2024
  • This book provides corporate law scholars and students and practitioners at law firms, advisory services firms and asset managers with a comprehensive and rigorous analysis of the financial, managerial, policy and legal issues arising from a key feature of today's corporate governance environment, namely, the dialogue between shareholders and corporate boards. Bringing together top corporate law and corporate governance scholars from the world's leading academic institutions, the collection is characterized by a multi-dimensional approach that takes into account the particularities of some national legal systems and combines theoretical analysis with practical insights into various aspects of board-shareholder dialogue.

Social Enterprises in Asia
  • A New Legal Form
  • Ernest Lim
  • Published online:
    12 March 2023
    Print publication:
    30 March 2023
  • Social enterprises are regarded as a vital solution to the pressing problem of socio-economic inequality and play a crucial role in the delivery of public goods and services. Ernest Lim argues that social enterprises in four leading Asian jurisdictions – India, Hong Kong, Singapore and Malaysia – should have a new legal form. This entails advancing a nuanced and comprehensive framework consisting of five criteria: (1) corporate purpose; (2) directors' duties; (3) decision-making powers; (4) reporting, impact measurement and certification; and (5) distribution of dividends, assets, and tax benefits. This invaluable work demonstrates that the existing legal forms in common law Asia, the UK and the US do not properly address the various conflicts of interest affecting social enterprises. An essential read for those interested in understanding and evaluating the laws and regulations on social enterprises, as well as designing and implementing creative ones to protect and promote these important businesses.

Shareholder Protection in Close Corporations
  • Theory, Operation, and Application of Shareholder Withdrawal
  • Alan K Koh
  • Published online:
    14 October 2022
    Print publication:
    29 September 2022
  • Close corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.

Founders without Limits
  • Dual-Class Stock and the Premium Tier of the London Stock Exchange
  • Bobby V. Reddy
  • Published online:
    29 October 2021
    Print publication:
    11 November 2021
  • Big Tech has flourished on the US public markets in recent years with numerous blue-chip IPOs, from Google and Facebook, to new kids on the block such as Snap, Zoom, and Airbnb. A key trend is the burgeoning use of dual-class stock. Dual-class stock enables founders to divest of equity and generate finance for growth through an IPO, without losing the control they desire to pursue their long-term, market-disrupting visions. Bobby Reddy scrutinises the global history of dual-class stock, evaluates the conceptual and empirical evidence on dual-class stock, and assesses the approach of the London Stock Exchange and ongoing UK regulatory reforms to dual-class stock. A policy roadmap is presented that optimally supports the adoption of dual-class stock while still protecting against its potential abuses, which will more effectively attract high-growth, innovative companies to the UK equity markets, boost the economy, and unleash the true potential of 'founders without limits'.

Venture Capital Law in China
  • Lin Lin
  • Published online:
    09 February 2021
    Print publication:
    18 February 2021
  • China's venture capital market is not just the world's largest and fastest developing market, it also has the unique distinction of being engineered through heavy governmental intervention. This book breaks new ground by examining and testing established legal theories regarding the law of venture capital through the lens of the Chinese venture capital market. Using a hand-collected dataset of venture capital agreements, interviews with practitioners, and Chinese court judgements, it provides a comprehensive and insightful analysis of the Chinese venture capital market from the legal perspective. Topics covered include the roles of law and governmental intervention in developing the market, the state of investor protection, unique contractual developments and exits of venture capital investments. By providing an in-depth comparative analysis against the American venture capital market, it provides critical context and makes the Chinese venture market accessible. It is an invaluable resource for venture capital scholars, policymakers and practitioners.

The Financial Courts
  • Adjudicating Disputes in Derivatives Markets
  • Jo Braithwaite
  • Published online:
    19 December 2020
    Print publication:
    07 January 2021
  • In The Financial Courts, Jo Braithwaite analyses thirty years of cases involving the global derivatives markets, exploring the nature of these legal disputes and assessing their impact on financial markets and on commercial law more broadly. Weaving together this substantial body of cases with theoretical insights drawn from the growing literature on the internationalisation of financial law, Braithwaite offers readers a detailed and highly original contribution to the debate about the role of private law in international financial markets. This important work should be read by lawyers, economists and regulators in the field.

Corporate Governance and Responsible Investment in Private Equity
  • Simon Witney
  • Published online:
    16 November 2020
    Print publication:
    07 January 2021
  • Private equity-backed companies are ubiquitous and economically significant. Consequently, the corporate governance of these companies matters to all of us, and – not surprisingly – is coming under increasing scrutiny. Simon Witney, a practicing private equity lawyer, positions private equity portfolio companies within existing academic theory and examines the laws that apply to them in the UK. He analyses the actual governance frameworks that are put in place and identifies problems created by the legal rules – as well as the market's solutions to them. This book not only explains why these governance mechanisms are established, but also what they are expected to achieve. Witney suggests that private equity owners have both the incentives and the capability to focus on responsible investment practices. Good governance, he argues, is a critical success factor for the private equity industry.

Sustainability and Corporate Mechanisms in Asia
  • Ernest Lim
  • Published online:
    13 March 2020
    Print publication:
    02 April 2020
  • This is the first book to provide a comparative and critical analysis of why and how six corporate mechanisms - (1) sustainability reporting; (2) board gender diversity; (3) constituency directors; (4) stewardship codes; (5) directors' duty to act in the company's best interests; and (6) liability on companies, shareholders and directors - have been or can be used to promote sustainability in the four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia). A central challenge is, whether and if so, how the corporate mechanisms should be reconceptualised to promote sustainability in an environment that is characterised by controlling shareholders, particularly the government in state-owned enterprises. Because controlling shareholders are the norm for the majority of the world's companies, and state-owned enterprises play a significant role, this book has important insights on the problems and prospects of advancing sustainability in concentrated and mixed ownership jurisdictions.

A Case for Shareholders' Fiduciary Duties in Common Law Asia
  • Ernest Lim
  • Published online:
    26 July 2019
    Print publication:
    22 August 2019
  • This book reconceptualises the role of the general meeting and shareholders in the listed companies in four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia) as one that should include fiduciary duties. It demonstrates why, when, by whom and how fiduciary duties should be imposed and how they could be enforced. In so doing, it refutes the long-standing common law rule that shareholders can generally vote as they please. The book advances the debate on a central notion of corporate law, namely, the interests of the company. It addresses the deficiencies in the law regulating conflicts of interest involving controlling shareholders and institutional shareholders and provides solutions to the problem of activist and passive minority institutional investors. This book challenges us to rethink the meaning and implementation of the long-term success of the company and shows how corporate governance should and could be made.

The Law and Finance of Related Party Transactions
  • Edited by Luca Enriques, Tobias H. Tröger
  • Published online:
    07 June 2019
    Print publication:
    27 June 2019
  • A globe-spanning group of leading law and finance scholars bring together cutting-edge research to comprehensively examine the challenges legislators face in regulating related party transactions in a socially beneficial way. Combining theoretical analysis of the foundations of efficient regulation with empirical and comparative studies, readers are invited to draw their own conclusions on which regulatory responses work best under differing circumstances. The careful selection of surveyed jurisdictions offers in-depth insight into a broad variety of regulatory strategies and their interdependence with socioeconomic and political conditions. This work should be read by scholars, policymakers, and graduate students interested in a critical, much-debated area of corporate governance.

Bankruptcy
  • The Case for Relief in an Economy of Debt
  • Joseph Spooner
  • Published online:
    22 March 2019
    Print publication:
    11 April 2019
  • A decade after the Global Financial Crisis and Great Recession, developed economies continue to struggle under excessive household debt. While exacerbating inequality and political unrest, this debt - when combined with wage stagnation and a shrinking welfare state - has played a key role in maintaining economic growth and allowing households faced with rising costs of living to make ends meet. In Bankruptcy: The Case for Relief in an Economy of Debt, Joseph Spooner examines this economic model and finds it increasingly unsustainable. In a call to action to reduce debt burden, he turns to bankruptcy law, which is uniquely situated as a mechanism of social insurance against the risks of a debt-dependent economy. This book should be read by anyone interested in understanding the problem of consumer debt and how best to address it.

The Political Economy of Financial Regulation
  • Edited by Emilios Avgouleas, David C. Donald
  • Published online:
    25 January 2019
    Print publication:
    31 January 2019
  • This collection of cutting-edge scholarship examines the law and policy of financial regulation using a combination of conceptual analysis and strong empirical research. The book's authors range from global leaders to rising stars in the field, all of whom shed light on complex questions of financial sector regulation theory and practice in key economies ranging from the EU to China. Key topics include the role of law in constituting financial markets, the efficiency of markets, the role of interest groups in shaping financial regulation, the interdependence and interactions of international financial regulation with international trade and monetary regimes, and problems of regulation in state capitalism economies. This exciting volume opens the road for further enrichment of the academic and policy-making dialogue on financial regulation and regulatory practice, and reflects new trends in legal and social-science scholarship.

The Foundations of Anglo-American Corporate Fiduciary Law
  • David Kershaw
  • Published online:
    04 August 2018
    Print publication:
    23 August 2018
  • This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK.

Liability of Corporate Groups and Networks
  • Christian A. Witting
  • Published online:
    21 December 2017
    Print publication:
    11 January 2018
  • What happens when a corporate subsidiary or network company is unable to pay personal injury victims in full? This book sets out to tackle the 'insolvent entity problem', especially as it arises in cases of mass wrongdoing such as those involving asbestos exposure and defective pharmaceuticals. After discussing the nature of corporate groups and networks from the perspectives of business history, organisation studies, and social theory, the book assesses a range of rules and proposed rules for extending liability for personal injuries beyond insolvent entities. New proposals are put forward for an exception to the rule of limited liability and for the development of a flexible new tort based on conspiracy that encompasses not only control-based relationships but also horizontal coordination between companies. The book concludes with a general discussion of lessons learned from debates about extended liability and provides guidelines for the development of new liability rules.

Economic Transplants
  • On Lawmaking for Corporations and Capital Markets
  • Katja Langenbucher
  • Published online:
    31 October 2017
    Print publication:
    19 October 2017
  • Why and in what ways have lawyers been importing economic theories into a legal environment, and how has this shaped scholarly research, judicial and legislative work? Since the financial crisis, corporate or capital markets law has been the focus of attention by academia and media. Formal modelling has been used to describe how capital markets work and, later, has been criticised for its abstract assumptions. Empirical legal studies and regulatory impact assessments offered different ways forward. This book presents a new approach to the risks and benefits of interdisciplinary policy work. The benefits economic theory brings for reliable and tested lawmaking are contrasted with important challenges including the significant differences of research methodology, leading to misunderstandings and problems of efficient implementation of economic theory's findings into the legal world. Katja Langenbucher's innovative research scrutinises the potential of economic theory to European legislators faced with a lack of democratic accountability.

Independent Directors in Asia
  • A Historical, Contextual and Comparative Approach
  • Edited by Dan W. Puchniak, Harald Baum, Luke Nottage
  • Published online:
    23 October 2017
    Print publication:
    02 November 2017
  • The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

A Financial Centre for Two Empires
  • Hong Kong's Corporate, Securities and Tax Laws in its Transition from Britain to China
  • David C. Donald
  • With contributions by Jiangyu Wang and Jefferson P. VanderWolk
  • Published online:
    05 June 2014
    Print publication:
    19 June 2014
  • This is a case study of legal transplant, economic development, cultural adaptation and political integration. Hong Kong's journey from British entrepôt to China's international financial centre is one of the most interesting legal stories of our time. But Hong Kong's future is even more interesting: will this region with British-origin institutions survive full integration into China and become its permanent international financial centre? Does Hong Kong have the legal infrastructure to compete effectively with Shanghai and Singapore, and even New York and London? A Financial Centre for Two Empires presents Hong Kong's story, examines its corporate economy and securities market, assesses its corporate, securities and tax laws for doctrinal soundness and appropriate remedies, and evaluates the quality of their enforcement empirically. It closes with a view of Hong Kong from the perspective of developments in Beijing and Shanghai, including an examination of the important political dimension.

Boards and Shareholders in European Listed Companies
  • Facts, Context and Post-Crisis Reforms
  • Edited by Massimo Belcredi, Guido Ferrarini
  • Published online:
    05 October 2013
    Print publication:
    10 October 2013
  • With contributions by distinguished scholars from legal and financial backgrounds, this collection of essays analyses four main topics in the corporate governance of European listed firms: (i) board structure, composition and functioning and their interaction with ownership structure; (ii) board remuneration; (iii) shareholder activism and (iv) corporate governance disclosure based on the 'comply or explain' approach. The authors provide new comparative evidence and analyse its implications for the policy debate. They challenge the conventional wisdom that corporate governance in European firms was systematically dysfunctional. While proposals aimed at increasing disclosure and accountability are usually well-grounded, caution is suggested when bringing forward regulatory changes with respect to proposals targeting specific governance arrangements, especially in the fields of board composition and shareholder activism. They argue that the 'comply or explain' principle should be retained and further efforts should be exercised to enhance disclosure.

Comparative Corporate Governance
  • A Functional and International Analysis
  • Edited by Andreas M. Fleckner, Klaus J. Hopt
  • Published online:
    05 July 2013
    Print publication:
    11 July 2013
  • The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

The Regulatory Aftermath of the Global Financial Crisis
  • Eilís Ferran, Niamh Moloney, Jennifer G. Hill, John C. Coffee, Jr
  • Published online:
    05 December 2012
    Print publication:
    15 November 2012
  • The EU and the US responded to the global financial crisis by changing the rules for the functioning of financial services and markets and by establishing new oversight bodies. With the US Dodd–Frank Act and numerous EU regulations and directives now in place, this book provides a timely and thoughtful explanation of the key elements of the new regimes in both regions, of the political processes which shaped their content and of their practical impact. Insights from areas such as economics, political science and financial history elucidate the significance of the reforms. Australia's resilience during the financial crisis, which contrasted sharply with the severe problems that were experienced in the EU and the US, is also examined. The comparison between the performances of these major economies in a period of such extreme stress tells us much about the complex regulatory and economic ecosystems of which financial markets are a part.

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