Eva Micheler – författare
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5 produkter
5 produkter
1 401 kr
Skickas inom 5-8 vardagar
This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.
Foundations of Decentralized Organizations
Blockchain and the Future of Corporate Law
Inbunden, Engelska, 2026
1 556 kr
Skickas inom 5-8 vardagar
Decentralized Autonomous Organizations (DAOs) are blockchain-based entities that pool digital assets, automate governance through smart contracts, and enable collective decision-making—challenging traditional corporate structures. By attempting to avoid hierarchies and centralized control, DAOs promote transparency and global participation, while raising complex questions around liability, governance, and regulation in the digital age.This authoritative volume places DAOs within the framework of corporate law, offering a rigorous, interdisciplinary analysis of their evolution and potential. Written by a global team of scholars from the United States, United Kingdom, continental Europe, Australia, and Asia, the book combines cutting-edge blockchain research with legal expertise. It traces DAOs from their idealistic origins as code-based systems designed to replace traditional law, to practical adaptations in Swiss associations and bespoke legal forms in U.S. states such as Wyoming.Key chapters explore legal debates, historical parallels with early corporations, and governance innovations that expand participation while testing accountability. Case studies highlight DAOs' diversity and adaptive governance, while additional chapters address bankruptcy, international law, dispute resolution, collective investment, and DeFi regulation. Forward-looking perspectives consider DAOs' legal integration, limitations, and emerging intersections with AI.Ideal for academics, policymakers, investors, and professionals navigating Web3, Foundations of Decentralized Organizations: Blockchain and the Future of Corporate Law reveals DAOs' transformative potential to reshape corporate law and organizational design.
Del 6 - Cambridge Studies in Corporate Law
Property in Securities
A Comparative Study
Inbunden, Engelska, 2007
1 319 kr
Skickas inom 7-10 vardagar
Micheler analyses the German, Austrian and English law of securities, addressing the rules governing transfers of securities, including unauthorised transfers, equities arising out of defective issues, and the holding of securities through intermediaries. The book presents an account of the current English, German and Austrian regimes. It has been written with a view to explaining the German and Austrian regime to readers with a common law background and to explaining the English regime to readers with a civil law background. Micheler also aims to determine whether globalisation will cause the two different approaches to converge. It concludes that the respective rules in all three jurisdictions have historically evolved consistently with incumbent legal doctrine. This pattern of change is likely to continue. Convergence will occur on a functional rather than doctrinal level. Moreover, recent reform initiatives advanced by the UNIDROIT and the EU will lead to functional rather than doctrinal convergence.
1 016 kr
Kommande
The question of whose interest corporations should serve is fundamental to the field. Over the past half century, it has appeared in different forms. This book traces this development and is the first book to analyse the most recent framing of this debate as ‘woke capitalism’.Bringing together leading scholars from the UK, Australia, New Zealand and continental Europe, this book traces the evolution of the shareholder/stakeholder debate and goes further connecting CSR, ESG with ‘woke’ capitalism in the context of the current economic and political climate. It addresses cornerstones of the ESG debate and covers key topics such as gender, employees and social media, human rights and environment, effects of COVID -19, legislative backlash and inclusivity in personal banking.This cutting-edge collection examines the critique that capitalism has turned ‘woke’, analyses the most recent US, EU and US backlash against ESG and suggests that this development may help us to recentre the debate and go back to drawing the boundary between shareholder and stakeholder concerns afresh.
2 346 kr
Tillfälligt slut
Business between England and Germany has flourished in recent years and looks set to continue to develop in coming years. This collection examines the legal framework of joint ventures between English and German companies. It addresses the laws in these two countries and draws helpful comparisons between the two. The contributions point out pitfalls that lawyers who are not familiar with both German and English law are likely to overlook and which may cause major problems when joint venture companies are established. This book consists of four parts. Each of these has been written by a team of leading German and English lawyers. The authors are specialists in this field and the contributions are rich with their practical insights. The studies were presented at the 1999 Anglo-German Law Conference in Oxford,organised under the auspices of the Oxford Law Faculty, with the support of three leading English and German Law firms. The first part deals with the formation of a joint venture company. It discusses the types of companies which are usually used to establish joint ventures as well as the rights and obligations of members.It also addresses the law and legal practice relating to memoranda of understanding, warranties and indemnities, joint venture agreements, and the valuation of contributions. The second part concerns the management of joint venture companies. It analyses how shareholders can influence management decisions, the rights and obligations of directors and parent companies, as well as the legal position of minority shareholders. This part also describes the relevant laws protecting employees. The third part addresses European Union as well as English and German competition law. It considers the circumstances which trigger merger control mechanisms and presents two illuminating case studies. The last part deals with the termination of joint ventures. It presents and analyses several popular termination clauses including Russian Roulette, pre-emption rights, and rights of first refusal. This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics concerned with European commercial or comparative law. Contents I.Some Comparisons Between Common Law and Civil Law by Gerhard Dannemann II. Structuring the Joing Venture by Ian Hewitt and Prof Dr Gerhard Picot III. Protecting the Various Interests in the Joint Venture by David Kershaw and Dr Wolfgang Witz IV. Joint Ventures Under EU and National Competition Laws by Jochen Burrichter, Rod Carlton, Dr Thorsten Mager and Alison Byrne V. Termination of the Joint Venture by George Goulding, Dr Hans-Jurgenn Hellwig, Tim Boxell and Bonnie Costelloe