Research Handbooks in Corporate Law and Governance series – serie

This thoroughly revised second edition skilfully provides an updated and extensive overview of cutting-edge research on insider trading, the most common violation of securities law. It presents legal, economic, and empirical studies from Australasia, the Middle East, Europe and North America.Stephen M. Bainbridge brings together an array of expert contributors to provide global analysis on insider trading laws and economics. The book expands upon the previous edition with new and rigorously researched coverage exploring the USA’s comprehensive insider trading ban and the related legal proceedings, as well as empirical research advancements in the field. New chapters examine important developments in other major economies, including China, Japan, and the EU, and feature new insight into insider trading laws in Israel and Arab countries.This new edition of Research Handbook on Insider Trading is an essential resource for students, educators, and professionals in company and insolvency law, economics, and finance, interested in the intricacies of insider trading. Regulators and judges covering economic crime and corruption, and corporate law and governance will also find this book an invaluable reference.

The 2008 financial crisis brought increased scrutiny to the ways in which the directors of the world's major financial institutions handle their duties and how they impact investors, shareholders and consumers. In this comprehensive Handbook, leading scholars from around the world explore the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, what liabilities may arise and whose interests directors should consider before embarking on commercial ventures.The Handbook begins with chapters that explore the range of company law developments in several common law countries, with further chapters examining the law in several civil law jurisdictions. The Handbook then looks beyond company law to issues such as the role of directors in fostering corporate social responsibility and directors' duties to consumers. The final chapters consider directors' duties in times of financial turmoil.A comprehensive and ground-breaking book of original scholarly research, the Handbook will be a valuable contribution to the libraries of company law scholars and students, as well as to business people with a professional interest in the topic.Contributors: C. Amatucci, A. Anand, V. Brand, T.A. Gabaldon, M.M. Harner, J.G. Hill, S.H. Goo, M. Jaramillo, D. Klingler, A. Lista, J. MacIntosh, A. Paolini, P. Pais de Vanconcelos, S. Watson

In this Research Handbook, today's leading experts on the law and economics of corporate bankruptcy address fundamental issues such as the efficiency of bankruptcy, the role and treatment of creditors - particularly secured creditors - in the bankruptcy process, the allocation of going-concern surplus among claimants, the desirability of liquidation in the absence of such surplus, the role of contract in bankruptcy resolution, the role of derivatives in the bankruptcy process, the costs of the bankruptcy system, and the special case of financial institutions, among other topics. Chapters trace the historical path of both law and policy analysis, with a focus on how the bankruptcy process serves underlying policy objectives. Proposals to reform corporate bankruptcy are presented.Research Handbook on Corporate Bankruptcy Law includes policy analysis by both lawyers and economists and is thus an invaluable resource to law scholars and students interested in the economic analysis of corporate bankruptcy law, as well as to economics and business scholars and students studying the law of corporate bankruptcy. These pages will prove equally valuable to lawmakers and judges who are interested in policy analysis of corporate bankruptcy.Contributors include: K. Ayotte, D.G. Baird, A.J. Casey, T.H. Jackson, M.B. Jacoby, E.J. Janger, S.J. Lubben, E.R. Morrison, J.A.E. Pottow, R.K. Rasmussen, M.J. Roe, A. Schwartz, M. Simkovic, D. Skeel, R. Squire, G. Triantis, M.J. White, T.J. Zywicki

Research on executive compensation has exploded in recent years, and this volume of specially commissioned essays brings the reader up-to-date on all of the latest developments in the field. Leading corporate governance scholars from a range of countries set out their views on four main areas of executive compensation: the history and theory of executive compensation, the structure of executive pay, corporate governance and executive compensation, and international perspectives on executive pay. The authors analyze the two dominant theoretical approaches - managerial power theory and optimal contracting theory - and examine their impact on executive pay levels and the practices of concentrated and dispersed share ownership in corporations. The effectiveness of government regulation of executive pay and international executive pay practices in Australia, the US, Europe, China, India and Japan are also discussed. A timely study of a controversial topic, this Handbook will be an essential resource for students, scholars and practitioners of law, finance, business, and accounting. Contributors: C. Amatucci, R. Bender, S. Bhagat, W. Bratton, S. Chahine, R. Chakrabarti, M.J. Conyon, G. Ferrarini, M. Firth, M. Goergen, B. Haar, L. He, M.T. Henderson, J.G. Hill, K. Kubo, T.Y. Leung, G. Loutzenhiser, M. Lubrano di Scorpaniello, J.A. McCahery, N. Moloney, K.J. Murphy, L. Oxelheim, L. Renneboog, R. Romano, O.M. Rui, Z. Sautner, K. Sheehan, K. Subramanian, R.S. Thomas, S. Thompson, G. Trojanowski, H. Wells, C. Wihlborg, J. Winter, P.K. Yadav, Y. Yadav, J. Zhang

In most capital markets, insider trading is the most common violation of securities law. It is also the most well known, inspiring countless movie plots and attracting scholars with a broad range of backgrounds and interests, from pure legal doctrine to empirical analysis to complex economic theory. This volume brings together original cutting-edge research in these and other areas written by leading experts in insider trading law and economics.The Handbook begins with a section devoted to legal issues surrounding the US's ban on insider trading, which is one of the oldest and most energetically enforced in the world. Using this section as a foundation, contributors go on to discuss several specific court cases as well as important developments in empirical research on the subject. The Handbook concludes with a section devoted to international perspectives, providing insight into insider trading laws in China, Japan, Australia, New Zealand, the United Kingdom and the European Union.This timely and comprehensive volume will appeal to students and professors of law and economics, as well as scholars, researchers and practitioners with an interest in insider trading.Contributors: K. Alexander, S.M. Bainbridge, L.N. Beny, S.F. Diamond, J. Fisch, J.M. Heminway, M.T. Henderson, N.C. Howson, H. Huang, K. Kendall, S.H. Kim, T.A. Lambert, K. Langenbucher, D.C. Langevoort, H.G. Manne, M. Nelemans, A. Padilla, A.C. Pritchard, J.M. Ramseyer, M.C. Schouten, H.N. Seyhun, A.F. Simpson, J.W. Verret, G. Walker

Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Recent shifts in capital market structure require a reassessment of the role and power of shareholders. These original, specially commissioned contributions by leading scholars in corporate law and financial economics provide a contemporary analysis of shareholder power and consider the regulatory consequences of changing ownership patterns around the world.The book begins with chapters on shareholder activism by institutional investors, hedge funds, and controlling shareholders. Further chapters explore the relationship between shareholders and the board of directors, shareholder activism around mergers and acquisitions, and turf battles during shareholder litigation. The final section offers a number of international perspectives on shareholder power in Asia, Europe, and the Americas.Students and scholars of corporate law will value the Handbook's timely exploration of modern shareholder power as well as its fresh perspective and scope.Contributors: S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. Zein

While the partnership has been a viable alternative to incorporation for centuries, the much more recent limited liability company (LLC) has increasingly become the business organization of choice for new firms in the United States. This Handbook includes extensive discussion of alternatives to incorporation, including several chapters devoted to alternative entities in foreign jurisdictions. Distinguished contributors include academics, practitioners, and prominent jurists.This Handbook explores partnerships, LLCs, business trusts and related topics. Specially commissioned chapters by leading scholars in the field examine issues such as fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters also include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.This Handbook’s expert analysis makes it a valuable resource for both scholars and practitioners of business law, as well as law students.Contributors: A. Afsharipour, R. Axberg, E. Berry, B.T. Borden, D.M. Branson, C.V. 'Cass' Brewer, J.W. Callison, A.A.S. de Camargo, D.A. DeMott, A.G. Donn, F.A. Gevurtz, N. Grossman, M.M. Harner, J.M. Heminway, N.C. Howson, J. Ivey-Crickenberger, R.R. Keatinge, J.T. Laster, A. Jen-Guang Lin, M.J. Loewenstein, M. Manesh, A. Martin Rhodes, B. Means, J.H. Murray, P.B. Oh, V. Orlov, T.E. Rutledge, Z. Shishido, L.E. Strine, D.J. Weidner

This highly topical Research Handbook examines how to deter corporate misconduct through public enforcement and private interventions. Contributors present theoretical and empirical analyses of individual and organizational liability for corporate misconduct, securities, fraud and corruption. Other chapters evaluate private interventions, such as whistleblowing and compliance.Chapters cover individual and organizational liability evaluate issues such as individual liability for corporate crime, deferred and non-prosecution agreements, supervisory liability, the cost to organizations of reputational damage from corporate settlements, corporate and individual liability for securities fraud, the SEC’s revolving door, multi-jurisdictional enforcement of anti-corruption laws, the scope of the Foreign Corrupt Practices Act, and countries’ efforts to deter corruption by state actors. Chapters on private interventions examine optimal compliance, behavioral compliance, the role of the General Counsel, internal investigations, and whistleblowing. This Research Handbook also highlights promising avenues for future research. The Research Handbook on Corporate Crime and Financial Misdealing is designed to provide a broad introduction to the literature in each area covered, as well as in-depth original analysis on important issues of concern to legal researchers, policy-makers, and practitioners.

Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey providing cutting edge analysis of the state of M&A using history, theory, and empirical work, and also providing a theoretical framework for future research and development in the field.Its chapters explore the history of mergers and acquisitions, considering the theory behind the structure of modern transaction documentation. The authors also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. The book's coverage is novel as well as broad, broaching comparative issues and shareholder activism in addition to more traditional areas.This Research Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

The 2008 financial crisis brought increased scrutiny to the ways in which the directors of the world's major financial institutions handle their duties and how they impact investors, shareholders and consumers. In this comprehensive Handbook, leading scholars from around the world explore the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, what liabilities may arise and whose interests directors should consider before embarking on commercial ventures.The Handbook begins with chapters that explore the range of company law developments in several common law countries, with further chapters examining the law in several civil law jurisdictions. The Handbook then looks beyond company law to issues such as the role of directors in fostering corporate social responsibility and directors' duties to consumers. The final chapters consider directors' duties in times of financial turmoil.A comprehensive and ground-breaking book of original scholarly research, the Handbook will be a valuable contribution to the libraries of company law scholars and students, as well as to business people with a professional interest in the topic.Contributors: C. Amatucci, A. Anand, V. Brand, T.A. Gabaldon, M.M. Harner, J.G. Hill, S.H. Goo, M. Jaramillo, D. Klingler, A. Lista, J. MacIntosh, A. Paolini, P. Pais de Vanconcelos, S. Watson

Fiduciary duties are widely viewed as essential to myriad private relationships, including guardianships, employment relationships, trusts, business organizations, and professional relationships. Recently, legal scholars and courts have devoted increasing attention to the application of fiduciary principles to public officials and public institutions. Some have argued that fiduciary relationships are unified by a common structure, but courts and commentators typically treat each fiduciary relationship as distinct. As a result, fiduciary law is often viewed as fragmented. The Research Handbook on Fiduciary Law shows that fiduciary law can be a distinctive field of study in its own right. This timely work presents important accounts of fiduciary relationships and new ideas on how fiduciary law can be explained. Coverage includes discussion of fiduciary obligations, fiduciary remedies, the role of equity and trusts, and public fiduciary law. A number of comparative perspectives are introduced to highlight similarities and differences between leading jurisdictions. The chapters in this Research Handbook help to show why this subject has drawn so many distinctive points of view, and sheds new light on a multi-faceted and rapidly growing field of study.This Research Handbook will be of interest to readers concerned with both the theory and practice of fiduciary law, as it incorporates significant new insights and developments in the field. It will also act as a starting point of new inquiry for those looking to contribute to the field themselves. Contributors include: S.M. Bainbridge, S.L. Bray, C.M. Bruner, M. Conaglen, E.J. Criddle, D.A. DeMott, E. Fox-Decent, S. Galoob, M. Gelter, A.S. Gold, M. Harding, G. Helleringer, C. Hill, J. Hill, L.P.Q. Johnson, S.H. Kim, A. Laby, E. Leib, A. Licht, B. McDonnell, P. Miller, D.T. Rave, D.G. Smith, A. Tuch, J. Velasco

With fifty trillion in worldwide assets, the growth of mutual funds is a truly global phenomenon and deserves a broad international analysis. Local political economies and legal regimes create different regulatory preferences for the oversight of these funds, and academics, public officials and legal practitioners wishing to understand the global investing environment will require a keen awareness of these international differences. The contributors, leading scholars in the field of investment law from around the world, provide a current legal analysis of funds from a variety of perspectives and using an array of methodologies that consider the large fundamental questions governing the role and regulation of investment funds. This volume also explores the identity and behavior of investors as well as issues surrounding less orthodox funds, such as money market funds, ETFs, and private funds.This Handbook will provide legal and financial scholars, academics, lawyers and regulators with a vital tool for working with mutual funds.Contributors include: W.A. Birdthistle, M. Bullard, I.H-Y Chiu, B. Clarke, Q. Curtis, D.A. DeMott, J. Fanto, J.E. Fisch, P. Hanrahan, L.P.Q. Johnson, W.A. Kaal, A.K. Krug, A.B. Laby, J.D. Morley, A. Palmiter, I. Ramsay, E.D. Roiter, M. White, D.A. Zetzsche

Today, the corporation plays a dominant role in economics, politics, and societies across the globe. Understanding the corporation means understanding its legal framework but until recently, the origins and evolution of corporate law have received relatively little attention. This Handbook sheds new light on the historical development of both the corporation and business organization law.This extensive collection brings together contributions from an array of international academics to provide the first wide-ranging history of the laws of corporations and business organizations from ancient to modern times. The contributors offer a global exploration of the development of corporation and company law, moving beyond the United States and Western Europe to present studies in Mexico, India and China, as well as addressing the trajectory of scholarly debate. Not only do the contributions examine the growth of the law of public corporation, they also address the development of laws governing other business forms.This Handbook will prove an invaluable resource for corporation law and business scholars, as well as business and legal historians and economists.Contributors include: B. Aronson, A. Aviram, W. Bratton, G. Del Angel, M. Gelter, A. Gomez-Galvarriato, Y. González de Lara, T.W. Guinnane, R. Harris, L. Johnson, V. Khanna, T. Kuntz, S. Martínez-Rodríguez, D.T. Mitchell, M.T. Moore, J. Rochat, J. Rubin, T. Ruskola, G. Sandrelli, F.L. Stewart, J.D. Turner, U. Varottil, M. Ventoruzzo, M. Wachter, H. Wells, R.E. Wright

Written by leading scholars and judges, the Research Handbook on Representative Shareholder Litigation is a modern-day survey of the state of this essential field. The book is an important and timely contribution by leading corporate law scholars, judges, and practitioners, seeking to better understand and explain the proliferation of shareholder litigation across the globe. It provides a cross-jurisdictional survey of litigation and empirical evidence on the recent evolution of these lawsuits, including in-depth analyses of several key forms of shareholder litigation. Its chapters cover securities class actions, merger litigation, derivative suits, and appraisal litigation, as well as other forms of shareholder litigation. Through in-depth analysis of these different forms of litigation, the book explores the agency costs inherent in representative litigation, the challenges of multijurisdictional litigation and disclosure-only settlements, and the rise of institutional investors. It also surveys how related issues are addressed across the globe, with a special focus on parallel forms of litigation in the United States, Canada, the United Kingdom, the European Union, Israel and China.This Handbook will be an invaluable resource on this important topic for scholars of corporate law, practitioners, judges and legislators.Contributors include: D. Awrey, A. Badawi, R.A. Booth, E.A. Chiappinelli, S.J. Choi, B. Clarke, J.C. Coffee, Jr., J.D. Cox, J. Erikcson, J.J. Fedechko, J.E. Fisch, J.L. Gale, M. Gargantini, M. Gelter, S. Griffith, L.A. Hamermesh, S. Hannes, E. Kamar, C.R. Korsmo, J.T. Laster, A.M. Lipton, M. Myers, J.J. Park, A.C. Pritchard, P. Puri, A. Rickey, R. Ronnen, A.M. Rose, C. Silver, S.D. Solomon, R.S. Thomas, D. Webber, V. Winship, M. Wischmeier Shaner, C. Xi

This insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.Featuring contributions from leading scholars, the Research Handbook invites readers to reconsider corporate purpose and personhood by offering a perceptive route to better understand changes that are already apparent in the modern corporation across the world. It provides examples of how a 21st century lens for viewing corporate purpose and personhood will leave us with a different picture and a new understanding of these topics, as well as future directions in corporate social responsibility. Chapters offer analysis of a wide range of topics related to corporate purpose and personhood, including shareholder primacy, stakeholder governance, corporate social responsibility and benefit corporations.This Research Handbook will be a vital resource for students and academics in the areas of corporate and constitutional law, as well as for researchers with an interest in management, business and social responsibility.

Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection rights across 19 different jurisdictions representing five continents.Themes emerging from the study include the historical evolution of inspection rights, the statutory design of the inspection regime, how inspection rights interact with disclosure norms under securities regulation, and the manner in which inspection rights are actually utilized by shareholders. While there is some commonality among jurisdictions, the larger story is one of divergence, which is understandable since local needs tend to drive the design and operation of the regime.The Research Handbook on Shareholder Inspection Rights is invaluable to academics, scholars, and students working in the area of corporate law and governance, legal practitioners working in corporate law and, in particular, shareholder litigation and regulators and government bodies overseeing the corporate sector, including corporate and securities regulators.

The Research Handbook on Environmental, Social and Corporate Governance presents a comprehensive view of a rapidly evolving area of study. Adopting a comparative approach, it goes beyond issues of sustainability and human rights, covering the whole spectrum of ESG and its regulatory developments.Astutely organized into clearly defined and thematic sections, chapters tackle classic questions relating to corporate governance, assess the current state of ESG and address important issues arising from its development. A carefully selected, distinguished and diverse cast of authors explore topics including directors’ duties and managerial decision-making, the changing landscape of investor and shareholder activism, investment and fund regulation, and ESG initiatives in international law.This interdisciplinary Research Handbook is essential reading for academics and students of law, environmental studies, and politics and public policy. Legal practitioners of corporate law, capital markets law and securities regulation will also benefit from this authoritative analysis of ESG regulatory developments.

In this Research Handbook, today's leading experts on the law and economics of corporate bankruptcy address fundamental issues such as the efficiency of bankruptcy, the role and treatment of creditors - particularly secured creditors - in the bankruptcy process, the allocation of going-concern surplus among claimants, the desirability of liquidation in the absence of such surplus, the role of contract in bankruptcy resolution, the role of derivatives in the bankruptcy process, the costs of the bankruptcy system, and the special case of financial institutions, among other topics. Chapters trace the historical path of both law and policy analysis, with a focus on how the bankruptcy process serves underlying policy objectives. Proposals to reform corporate bankruptcy are presented.Research Handbook on Corporate Bankruptcy Law includes policy analysis by both lawyers and economists and is thus an invaluable resource to law scholars and students interested in the economic analysis of corporate bankruptcy law, as well as to economics and business scholars and students studying the law of corporate bankruptcy. These pages will prove equally valuable to lawmakers and judges who are interested in policy analysis of corporate bankruptcy.Contributors include: K. Ayotte, D.G. Baird, A.J. Casey, T.H. Jackson, M.B. Jacoby, E.J. Janger, S.J. Lubben, E.R. Morrison, J.A.E. Pottow, R.K. Rasmussen, M.J. Roe, A. Schwartz, M. Simkovic, D. Skeel, R. Squire, G. Triantis, M.J. White, T.J. Zywicki

This Research Handbook examines major developments in private equity and venture capital. It focuses on the organization of funds, investment and exit transactions, the governance of companies within investment portfolios, operational impacts and the regulatory environment.International experts integrate legal and financial perspectives in their analysis of the trends, developments and debates surrounding private markets. Data and case studies from Asia, Europe and North America are used to evaluate topics such as ‘unicorn’ governance, international tax implications and the ‘disclosure gap’ between private and public equity markets. The Research Handbook highlights the challenges and opportunities in applying private equity and venture capital governance structures, exploring conflicts among firm managers and passive investors, general and limited partners and across different classes of equity. By assessing regulations and operations, it provides avenues to develop future research and wider understanding of these fields.This Research Handbook is a valuable resource for students and scholars of private equity financing, corporate transactional law and business and management. It is also beneficial for practitioners, regulators and policymakers in the fields of private equity and venture capital.