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Corporate Acquisitions and Mergers in Vietnam
by Tony Foster Bui Thanh TienDerived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner in the leading international law firm Freshfields Bruckhaus Deringer provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Vietnam. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in Vietnam. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.
Corporate Acquisitions and Mergers in Vietnam
by Tony Foster Bui Thanh TienDerived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by highly experienced partners in the leading international law firm Freshfields Bruckhaus Deringer provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Vietnam. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in Vietnam. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.
Corporate Administrations and Rescue Procedures
by Adam Goodison Matthew Abraham Andrew Shaw Stefanie WilkinsWritten by authors from South Square, consistently ranked in legal directories as the top set for insolvency and restructuring in the UK this book deals specifically with corporate administration and Company Voluntary Arrangements (CVAs) in the context of business recovery and rescue. The fourth edition has been fully revised and updated to include coverage and analysis of all case law developments as well as: - a new chapter on the UK government's proposed new Corporate Restructuring Plan- the new UK statutory pre-insolvency moratorium- the cross-border context for corporate administrations and rescue procedures post-Brexit- increased coverage of public sector special administration regimes
Corporate Administrations and Rescue Procedures
by William Trower Qc Adam Goodison Matthew Abraham Andrew ShawWritten by authors from South Square, consistently ranked in legal directories as the top set for insolvency and restructuring, Corporate Administrations and Rescue Procedures is an authoritative and leading work dealing specifically with corporate administration and CVAs in the context of business recovery and rescue. Taking a logical, practical approach to the subject area the third edition has been fully revised and updated and includes: - the new Insolvency Rules 2016, due to come into force on 6 April 2017 which aim to modernise insolvency practice and increase the efficiency and cost-effectiveness of insolvency procedures (and repeal and replace the Insolvency Rules 1986) - a new chapter on special administration regimes such as charitable incorporated organisationsWritten by leading experts Corporate Administrations and Rescue Procedures is a must have for anyone involved in this complex area of law.
Corporate And Family Governance
by Christos A. ChristouCorporate Governance regulates not only interactions between shareholders, management and oversight bodies such as boards of directors, but also ensures appropriate checks and balances exist that can preserve and enhance the viability of any business, including any family-owned business. Family Governance regulates the interactions between a family-owned business and the family owning the business, as well as between the members of the owning family. When both are present and functioning well, the prospects of longevity for the family business and the preservation of the ownership of the business in the family are both enhanced. When one or both disciplines are absent or not functioning well, these prospects are undermined. So, Corporate and Family Governance are not sufficient but they are necessary conditions for the continued viability of a family-owned business and the continued family ownership of the business across multiple generations.
Corporate and Personal Insolvency Law
by Fiona TolmieFirst published in 2003. Routledge is an imprint of Taylor & Francis, an informa company.
Corporate and Personal Insolvency Law
by Fiona TolmieFirst published in 2003. Routledge is an imprint of Taylor & Francis, an informa company.
Corporate and Unitary Legal Entities in Russia
by Florian HeindlerDerived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Russia provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user’s fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Russia will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.
Corporate and Unitary Legal Entities in Russia
by Florian HeindlerDerived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Russia provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure. A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance. Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user’s fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Russia will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.
Corporate Attribution in Private Law (Hart Studies in Private Law)
by Rachel LeowLooking at key questions of how companies are held accountable under private law, this book presents a succinct and accessible framework for analysing and answering corporate attribution problems in private law.Corporate attribution is the process by which the acts and states of mind of human individuals are treated as those of a company to establish the company's rights, duties, and liabilities. But when and why are acts and states of mind attributed in private law? Drawing on a wide range of material from across the disparate areas of company law, agency law, and the laws of contract, tort, unjust enrichment, and equitable obligations, this book's central argument is that attribution turns on the allocation and delegation of the company's own powers to act. This approach allows for a much greater and clearer understanding of attribution. A further benefit is that it shows attribution to be much more united and coherent than it is commonly thought to be. Looking at corporate attribution across the broad expanse of the common law, this book will be of interest to lawyers across the common law world, including the United Kingdom, Australia, Canada, and Singapore.
Corporate Attribution in Private Law (Hart Studies in Private Law)
by Rachel LeowLooking at key questions of how companies are held accountable under private law, this book presents a succinct and accessible framework for analysing and answering corporate attribution problems in private law.Corporate attribution is the process by which the acts and states of mind of human individuals are treated as those of a company to establish the company's rights, duties, and liabilities. But when and why are acts and states of mind attributed in private law? Drawing on a wide range of material from across the disparate areas of company law, agency law, and the laws of contract, tort, unjust enrichment, and equitable obligations, this book's central argument is that attribution turns on the allocation and delegation of the company's own powers to act. This approach allows for a much greater and clearer understanding of attribution. A further benefit is that it shows attribution to be much more united and coherent than it is commonly thought to be. Looking at corporate attribution across the broad expanse of the common law, this book will be of interest to lawyers across the common law world, including the United Kingdom, Australia, Canada, and Singapore.
Corporate Bankruptcy Law in China: Principles, Limitations and Options for Reform
by Natalie MrockovaThis fascinating study uses qualitative and quantitative data and insights from interviews with judges, lawyers, government officials, entrepreneurs, bankers, consultants, and academics in China and abroad, to provide a new perspective on the problems that have hindered the implementation of the Enterprise Bankruptcy Law in China, and recent attempts at reform. The analysis provides unique insights into China's business world and its interaction with the judicial and political system in China.In addition, the book also provides important information about how the Enterprise Bankruptcy Law affects foreign companies, agencies and governments that are active in China. The author draws on empirical data, decided cases and her experience of how the law and surrounding practices deal with foreign stakeholders whose interests are affected by corporate bankruptcy in China.The book will improve understanding of how China's corporate bankruptcy law has been used in practice, what has limited its practical effectiveness, whether it is desirable for the law to be used more readily in China, and the possible options for its reform.
Corporate Bankruptcy Law in China: Principles, Limitations and Options for Reform
by Natalie MrockovaThis fascinating study uses qualitative and quantitative data and insights from interviews with judges, lawyers, government officials, entrepreneurs, bankers, consultants, and academics in China and abroad, to provide a new perspective on the problems that have hindered the implementation of the Enterprise Bankruptcy Law in China, and recent attempts at reform. The analysis provides unique insights into China's business world and its interaction with the judicial and political system in China.In addition, the book also provides important information about how the Enterprise Bankruptcy Law affects foreign companies, agencies and governments that are active in China. The author draws on empirical data, decided cases and her experience of how the law and surrounding practices deal with foreign stakeholders whose interests are affected by corporate bankruptcy in China.The book will improve understanding of how China's corporate bankruptcy law has been used in practice, what has limited its practical effectiveness, whether it is desirable for the law to be used more readily in China, and the possible options for its reform.
Corporate Board of Directors: Structure and Efficiency
by Ismail LahlouCorporate governance, a subject that a few decades ago escaped the attention of all but a handful of academics and shareholders, has gradually become a central concern worldwide. This book contributes to the existing literature on the structure and effectiveness of corporate boards. It comprises three topics that address distinct research questions on board structure, the deployment of board resources to monitoring and advisory duties, and the use of equity-based incentives in the compensation packages of directors. Firstly, the book provides strong new evidence on the importance of corporate board functions in value creation. Secondly, it provides some evidence of the potential conflict between the two primary functions of corporate boards. The results indicate that while the board’s advising quality weakens when the board is principally devoted to monitoring duties, the presence of advisory directors on the board does not have any impact on the effectiveness of board oversight, which offers a more complete view on the tradeoffs between the board’s two major functions. Finally, the results suggest that the closer directors' compensation is tied to the firm's stock, the more consistent corporate acquisition decisions are with shareholder interests.
Corporate Boards in Law and Practice: A Comparative Analysis in Europe
by Paul Davies Klaus Hopt Richard Nowak Gerard Van SolingeCorporate 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.
Corporate Bodies and Guilty Minds: The Failure of Corporate Criminal Liability
by William S. LauferWe live in an era defined by corporate greed and malfeasance—one in which unprecedented accounting frauds and failures of compliance run rampant. In order to calm investor fears, revive perceptions of legitimacy in markets, and demonstrate the resolve of state and federal regulators, a host of reforms, high-profile investigations, and symbolic prosecutions have been conducted in response. But are they enough? In this timely work, William S. Laufer argues that even with recent legal reforms, corporate criminal law continues to be ineffective. As evidence, Laufer considers the failure of courts and legislatures to fashion liability rules that fairly attribute blame for organizations. He analyzes the games that corporations play to deflect criminal responsibility. And he also demonstrates how the exchange of cooperation for prosecutorial leniency and amnesty belies true law enforcement. But none of these factors, according to Laufer, trumps the fact that there is no single constituency or interest group that strongly and consistently advocates the importance and priority of corporate criminal liability. In the absence of a new standard of corporate liability, the power of regulators to keep corporate abuses in check will remain insufficient. A necessary corrective to our current climate of graft and greed, Corporate Bodies and Guilty Minds will be essential to policymakers and legal minds alike. “[This] timely work offers a dispassionate analysis of problems relating to corporate crime.”—Harvard Law Review
Corporate Bodies and Guilty Minds: The Failure of Corporate Criminal Liability
by William S. LauferWe live in an era defined by corporate greed and malfeasance—one in which unprecedented accounting frauds and failures of compliance run rampant. In order to calm investor fears, revive perceptions of legitimacy in markets, and demonstrate the resolve of state and federal regulators, a host of reforms, high-profile investigations, and symbolic prosecutions have been conducted in response. But are they enough? In this timely work, William S. Laufer argues that even with recent legal reforms, corporate criminal law continues to be ineffective. As evidence, Laufer considers the failure of courts and legislatures to fashion liability rules that fairly attribute blame for organizations. He analyzes the games that corporations play to deflect criminal responsibility. And he also demonstrates how the exchange of cooperation for prosecutorial leniency and amnesty belies true law enforcement. But none of these factors, according to Laufer, trumps the fact that there is no single constituency or interest group that strongly and consistently advocates the importance and priority of corporate criminal liability. In the absence of a new standard of corporate liability, the power of regulators to keep corporate abuses in check will remain insufficient. A necessary corrective to our current climate of graft and greed, Corporate Bodies and Guilty Minds will be essential to policymakers and legal minds alike. “[This] timely work offers a dispassionate analysis of problems relating to corporate crime.”—Harvard Law Review
Corporate Bodies and Guilty Minds: The Failure of Corporate Criminal Liability
by William S. LauferWe live in an era defined by corporate greed and malfeasance—one in which unprecedented accounting frauds and failures of compliance run rampant. In order to calm investor fears, revive perceptions of legitimacy in markets, and demonstrate the resolve of state and federal regulators, a host of reforms, high-profile investigations, and symbolic prosecutions have been conducted in response. But are they enough? In this timely work, William S. Laufer argues that even with recent legal reforms, corporate criminal law continues to be ineffective. As evidence, Laufer considers the failure of courts and legislatures to fashion liability rules that fairly attribute blame for organizations. He analyzes the games that corporations play to deflect criminal responsibility. And he also demonstrates how the exchange of cooperation for prosecutorial leniency and amnesty belies true law enforcement. But none of these factors, according to Laufer, trumps the fact that there is no single constituency or interest group that strongly and consistently advocates the importance and priority of corporate criminal liability. In the absence of a new standard of corporate liability, the power of regulators to keep corporate abuses in check will remain insufficient. A necessary corrective to our current climate of graft and greed, Corporate Bodies and Guilty Minds will be essential to policymakers and legal minds alike. “[This] timely work offers a dispassionate analysis of problems relating to corporate crime.”—Harvard Law Review
Corporate Capitalism and the Integral State: General Electric and a Century of American Power (Marx, Engels, and Marxisms)
by Stephen MaherThis book advances an original conception of the relationship between state and corporate power in the United States. Using what he terms an Institutional Marxist framework, Maher argues that, far from passively responding to interest group pressures, the state has been a key agent in politically mobilizing business, and has played an active role in the organization of lobbying groups. Such business associations do not merely express the pre-existing interests of their corporate members, but are also mechanisms through which the state organizes the political power of the capitalist class. They form part of what the author refers to as an integral state—a wider network of state power which traverses and interpenetrates the state bureaucracy, the legislature, the industrial policy apparatus, and corporate governance. Based on extensive archival research, this book tracks the role of the General Electric Company as a pillar of the integral state in the United States from the finance capital period (1880 to 1930), through the managerial period (1930-1979), to the restructuring leading up to the age of neoliberalism (1979-present).
Corporate Citizenship and Family Business (Citizenship and Sustainability in Organizations)
by Claire SeamanCurrent models of corporate citizenship largely consider business as one coherent entity. This view of business as a corporate force overlooks the growing evidence that most businesses are run by families. Family businesses are the most common form of business in existence – across countries, continents and geopolitical divides – and yet we know remarkably little about their approach to corporate citizenship. Where families run businesses, they create a concentration of family values that – for good or ill – influence the way business practices and behaviours develop. The role of the family in business has, therefore, an influence on the development of society that is partially mediated through corporate citizenship. This book pulls together current thinking from several diverse research fields that intersect with family business research to offer insight into current research and examples of practice for those studying and researching in the fields of family business, business values and corporate practice. The book will also explore the fact that family businesses tend to take a longer-term approach to business and that this is reflected in their behaviour towards the environment, community engagement, employee development and innovation. Bringing together contributions from researchers in the diverse fields of family business, philanthropy, community engagement, corporate social responsibility, innovation and policy, this book explores the many ways in which family businesses contribute to the corporate citizenship agenda.
Corporate Citizenship and Family Business (Citizenship and Sustainability in Organizations)
by Claire SeamanCurrent models of corporate citizenship largely consider business as one coherent entity. This view of business as a corporate force overlooks the growing evidence that most businesses are run by families. Family businesses are the most common form of business in existence – across countries, continents and geopolitical divides – and yet we know remarkably little about their approach to corporate citizenship. Where families run businesses, they create a concentration of family values that – for good or ill – influence the way business practices and behaviours develop. The role of the family in business has, therefore, an influence on the development of society that is partially mediated through corporate citizenship. This book pulls together current thinking from several diverse research fields that intersect with family business research to offer insight into current research and examples of practice for those studying and researching in the fields of family business, business values and corporate practice. The book will also explore the fact that family businesses tend to take a longer-term approach to business and that this is reflected in their behaviour towards the environment, community engagement, employee development and innovation. Bringing together contributions from researchers in the diverse fields of family business, philanthropy, community engagement, corporate social responsibility, innovation and policy, this book explores the many ways in which family businesses contribute to the corporate citizenship agenda.
Corporate Citizenship and Higher Education: Behavior, Engagement, and Ethics
by Morgan R. ClevengerThis book examines corporate citizenship through the inter-organizational relationships between a public American doctoral research university and six of its corporate partners. The author discusses why US corporations engage as corporate citizens in relationships with higher education institutions and gauges the ethical concerns that may arise from such relationships. As governments continue to cut funding, support from individuals and corporations becomes continually more important. This research contributes to the corporate citizenship literature by providing a broad, holistic discussion to understand the range of motives and ROI expectations of corporate engagement in the American society as evidenced by inter-organizational relationships with higher education. This book is useful to provide both researchers and practitioners in corporations and higher education with insights to better design and manage inter-organizational relationships.
Corporate Citizenship and New Governance: The Political Role of Corporations (Ethical Economy #40)
by Ingo Pies and Peter KoslowskiThis volume unites the perspective of business ethics with approaches from strategic management, economics, law, political science, and with philosophical reflections on the theory of Corporate Citizenship and New Governance. In view of the internationalization of the (global) economy and the free movement of capital, new instruments of political coordination are needed. These societal changes trigger the two closely intertwined challenges examined in this book. The first challenge relates to the role and the self-conceptualization of business firms as corporate citizens within society. Companies are increasingly expected to assume the social responsibility of helping to shape the rule-framework of globalization. The second challenge refers to the form of the engagement in local, national and international processes of governance. To more credibly and effectively tackle these challenges, corporate actors are ever more participating in rule-setting processes together with civil society organizations and the government.
Corporate Citizenship, Contractarianism and Ethical Theory: On Philosophical Foundations of Business Ethics
by Jesús Conill Reinhard Mohn Tatjana Schonwalder-KuntzeThis study provides a representation of the broad spectrum of theoretical work on topics related to business ethics, with a particular focus on corporate citizenship. It considers relations of business and society alongside social responsibility and moves on to examine the historical and systemic foundations of business ethics, focusing on the concepts of social and ethical responsibilities. The contributors explore established theories and concepts and their impact on moral behaviour. Together, the contributions offer varied philosophical theories in approaches to business ethics. The book will be a valuable resource for academics and researchers with an interest in the theoretical development of business ethics.
Corporate Citizenship, Contractarianism and Ethical Theory: On Philosophical Foundations of Business Ethics
by Jesús Conill Reinhard Mohn Tatjana Schonwalder-KuntzeThis study provides a representation of the broad spectrum of theoretical work on topics related to business ethics, with a particular focus on corporate citizenship. It considers relations of business and society alongside social responsibility and moves on to examine the historical and systemic foundations of business ethics, focusing on the concepts of social and ethical responsibilities. The contributors explore established theories and concepts and their impact on moral behaviour. Together, the contributions offer varied philosophical theories in approaches to business ethics. The book will be a valuable resource for academics and researchers with an interest in the theoretical development of business ethics.