Arad Reisberg – författare

This volume examines the circumstances in which a shareholder can bring an action on behalf of a company (a derivative action), exploring how this remedy may be used to ensure good corporate governance, and laying out a theoretical framework and practical guidance for future development of the law.Derivative actions are an important aspect of the continuing debate about corporate governance in the UK, the US and many other jurisdictions worldwide. This book offers a conceptually inclusive approach to thinking about derivative actions by providing a detailed and clear overview, commentary, and a theoretical explanation of the law governing derivative actions in the corporate governance context.Reisberg provides a fundamental reassessment of the nature and objectives of the derivative action, and conceptualizes a new model of the derivative action mechanism. He argues that action should be taken in three areas:(1) conceptual (adoption of a new framework- the 'Functional and Focused Model' set out in the book)(2) strategic (employment of appropriate incentives and fee rules which advance the premises behind the Model)(3) maintaining doctrinal consistency (clarification of the interaction between the derivative action and other remedies available toshareholders)This book offers practical guidance on solving current problems in many jurisdictions based on case law, and on substantive legal, economic, and comparative research. It also provides a comprehensive and detailed analysis and commentary on the regime governing derivative actions under Part 11 of the Companies Act 2006 in the UK.

Combining perspectives from practice, legal theory and doctrinal analysis, this book presents a comprehensive examination of the questions facing the current understanding and future application of corporate finance law, such as the optimal adaptation of regulation in highly dynamic settings and the scope for innovation in legal markets in light of the current debt crisis. The book considers areas of corporate finance that are likely to be of key importance in the next few years including regulatory reforms, which are of present concern. It also addresses timely and important questions such as the impact of higher interest rates on capital markets strategies and how directors should balance the demands for disclosure and transparency with the cost of compliance. Bringing together contributions from over 20 international leading academic and practitioner experts in this area, this book provides a comparative perspective of equity financing, debt financing, European law and policy, and practical research on how to improve and solve current problems related to corporate finance.

Written by leading academics in the area, Pettet, Lowry & Reisberg's Company Law offers comprehensive coverage of all major company law and financial regulation topics. It also introduces you to the theories, policies and wider socio-economic and political influences that underpin the legal principles, making it an essential guide to company law for all undergraduate and postgraduate students.

 

This fifth edition has been thoroughly updated to cover all significant legal developments in company law, including:

·    Discussion of the statutory objectives of the Financial Services Act 2012, the Banking Reform Act 2013 and the Bank of England and Financial Services Act 2016

·    Consideration of the new Directive on Markets in Financial Instruments (MiFIDII) and the new Regulation on Markets in Financial Instruments (MiFIR)

·    Chapter 9 is a new addition to the book, which explores the specific duties that directors are subject to in more detail

·    Several major consultations relating to corporate governance that were published in the UK in 2015-2017; the current version of the UK Corporate Governance Code; and an illuminating discussion of the new proposed revised Code

·    Discussion of new double derivative action cases, as well as new derivative suit cases in other jurisdictions

·    An in-depth analysis of the new regulatory framework of Credit Rating Agencies, focused on enhancing competition in the credit rating market and rules aimed at reducing over-reliance on credit ratings

·    Important new case law on FSMA 2000 and the recent decision of the Supreme Court in Asset Land

·    Analysis of the Prospectus Regulation 2017 and the very recent review of the UK listing regime

·    An extensive review of the new EU Market Abuse Regulation (MAR) and a number of new insider dealing cases

·    The recent important changes that have been made to enhance the company insolvency regime, supported by a robust but fair disqualification procedure. In particular, changes introduced by the Small Business, Enterprise and Employment Act 2015, the recommendations of the Graham Report and the Insolvency (England and Wales) Rules 2016

Pettet, Lowry & Reisberg's Company Law