'This collection of papers will prove itself to be an invaluable resource for any reader wishing to dig deeply into the fund of published scholarship on Corporate and Partnership Law and to have that material available in an easily accessible source. The authors are to be congratulated for their approach to selection; articles published in a wide range of law journals have been included, as have important reform proposals from the Law Commission. In short, the coverage is comprehensive and the contents compelling. This commentator unreservedly applauds this new entrant to the International Business Law library. It will appeal to a wide range of readers'
- David Milman, Professor of Law, Lancaster University
With contributions from the main stakeholders in the field, including company lawyers as well as leading scholars, this five volume collection of classic and contemporary articles maps out the key issues in Business Law.
International Themes in Business Law moves logically from the establishment of companies, the funding and management of companies, the operation of companies in the global context and what happens when companies fail and how should they be reformed.
Contributors demonstrate not only the depth of the complicated regulation which surrounds modern companies today, but also the breadth of the legal issues to be applied and analysed.
Volume One: Corporate Personality, Incorporation, Registration, Memo and Articles
Volume Two: Limited Liability Partnership
Volume Three: Insider Dealing, Directors and Their Duties, Corporate Governance
Volume Four: International Trade, Conflicts of Laws, Insolvency and Liquidation
VOLUME ONE: CORPORATE PERSONALITY, INCORPORATION, REGISTRATION, MEMO AND ARTICLES Corporate Personality and Incorporation Ascription of Legal Responsibility to Groups in Complex Patterns of Economic Integration - Hugh Collins Corporate Liability - Neil Hawke and Pamela Hargreaves Smoke and Mirrors From Peeping behind the Corporate Veil to Ignoring it Completely - S Ottolenghi Lifting the Corporate Veil in the Pursuit of Justice - Peter Ziegler and Lynn Gallagher Lifting the Corporate Veil (Case Comment) - John P Lowry Metaphysics and the Corporate Veil - Christopher Ruane Pre-Incorporation Contracts and the Problem of Corporate Fundamentalism - Joseph Savirimuthu Are Promoters Proverbially Profuse? Salomon under Attack - Claire Howell Section 459 on Parent and Subsidiary Companies - Jonathan Mukwiri The European Company, the Successful Conclusion of Protracted Negotiations - Frank Wooldridge The Incorporation Theory - the United Kingdom - Dan Prentice The Limited Liability Act of 1855 - Louis De Koker The Limited Liability Partnership - Judith Freedman and Vanessa Finch Pick and Mix or Mix-up? The Veil of Incorporation - Fiction or Facade? - Georgina Andrews 'A Temple Built on Faulty Foundations' - Marc Moore Piercing the Corporate Veil and the Legacy of Salomon v Salomon Lifting the Veil of Incorporation - Cheong Ann Png Creasey v Breachwood Motors - A Right Decision with Wrong Reasons Corporate Personality and the Assumption of Responsibility - John H Armour To Pierce or Not to Pierce the Corporate Veil - Why Substantive Consolidation Is Not an Issue under English Law - Simon Bowmer Registration and the Memo and Articles The Constitution of the Company - Clare M S McGlynn Mandatory Statutory Provisions versus Private Agreements Competing Interests and Conflicting Principles - F G Rixon An Examination of the Power of Alteration of Articles of Association The Relative Nature of a Shareholder's Right to Enforce the Company Contract - Robert R Drury The Controversy on the Section 20 Contract Revisited - G D Goldberg The Section 20 Contract - Gregory The European Company on the Level Playing Field of the Community - Sabine Ebert The European Company - Essential Tool or Eviscerated Dream? - Vanessa Edwards The SE Company - A New Common European Company from 8 October 2004 - Erik Werlauff VOLUME TWO: LIMITED LIABILITY PARTNERSHIP Partnership Law in the Twenty-First Century - Elspeth Deards What's on Offer? A Consideration of the Legal Forms Available for Use by Small and Medium-Sized Enterprises in the United Kingdom - Michael Lower Partnership Law Review - J J Henning The Joint Consultation Papers and the Limited Liability Partnership Act in Brief Historical and Comparative Perspective Shares and Ownership, Shareholders Company Law and the Myth of Shareholder Ownership - Paddy Ireland Contracting out of Company Law - Christopher A Riley Section 459 of the Companies Act 1985 and the Role of the Courts Derivative Actions by Beneficial Shareholders - Jennifer Payne Limitations on a Shareholders Right to Vote - Brenda Hannigan Effective Ratification Revisited Limited Liability - Judith Freedman Large Company Theory and Small Firms Management Deficiencies and Judicial Intervention - Ruth Redmond-Cooper A Comparative Analysis Section 459 of the Companies Act 1985 - A Code of Conduct for the Quasi-Partnership? - Brenda Hannigan Share Capital and Creditor Protection - John Armour Efficient Rules for a Modern Company Law Shareholder Actions - D D Prentice The Rule in Foss v Harbottle Shareholder Primacy and the Distribution of Wealth - Paddy Ireland Shareholder Remedies - Corporate Wrongs and the Derivative Action - Pauline Roberts and Jill Poole The Courts and Capital Reductions - David Milman The Problem of the Preference Share - Murray A Pickering Company Law - Class Rights - Kenneth Polack Company Law - Beneficial Interests in Shares - Sealy The No-Reflective Loss Principle - Jonathan Mukwiri The Pursuit of Effective Minority Shareholder Protection - John Lowry Section 459 of the Companies Act 1985 The Theory of the Firm - D D Prentice Minority Shareholder Oppression - Sections 459-461 of the Companies Act 1985 Voting Agreements and Corporate Statutory Powers - Giora Shapira Easier Exercise of Shareholder Rights Proposed Shareholders' Pre-Emptive Rights - Iain MacNeil Four Models of Minority Shareholder Protection in Takeovers - Joseph Lee The Role of the Judge in Enforcing Shareholder Rights - Colin Baxter VOLUME THREE: INSIDER DEALING, DIRECTORS AND THEIR DUTIES, CORPORATE GOVERNANCE Insider Dealing Insider Dealing - The New Law - Keith Wotherspoon Part Five of the Criminal Justice Act 1993 Insider-Dealing Regulation in the United Kingdom and Germany - David Stewart Fairbairn Comparing Regulatory Policy on the Implementation of Key Aspects of the EC Insider Dealing Directive Insider Trading Regulation - Kimberly Anne McCoy and Philip Summe A Developing State's Perspective The European Community's Directive on Insider Trading - P L Davies From Company Law to Securities Markets Regulation The House of Lords Rules on Insider Trading - Takis Tridimas Directors and Their Duties Directors and Officers' Remuneration - Ian M Ramsay The Role of the Law Directors' Duties to Creditors - Andrew Keay Contractarian Concerns Relating to Efficiency and Over-Protection of Creditors Directors' 'Tortious' Liability - Ross Grantham and Charles Rickett Contract, Tort or Company Law? Directors' Tortious Liability - Standard Chartered Bank and Restoration of Sanity - Chris Noonan and Susan Watson Fiduciary Duties of Shareholders and Directors - Robert Flannigan Non-Executive Directors - Saleem Sheikh Self-Regulation or Codification The Content of the Director's Duty of Loyalty - Ross Grantham The Continuing Value of Relief for Directors' Breach of Duty - Rod Edmunds and John Lowry The Duty of Directors to Take Account of Creditors' Interests - Andrew Keay Has It Any Role to Play? The Law on Corporate Opportunities in the Court of Appeal - Hans C Hirt Re Bhullar Bros Ltd Corporate Governance Board Performance and Cadbury on Corporate Governance - Vanessa Finch Continuing Obligations of Listed Public Companies - Olu Omoyele A Critical Analysis Corporate Governance - Mohammed B Hemraj Rationalizing Stakeholder Doctrine in Corporate Accountability Holding Multinationals to Account - P T Muchlinski Recent Developments in English Litigation and the Company Law Review 'How Can You Be Sure of Shell'? Is Corporate Governance Better Served by Unitary or Two-Tier Boards? - Peter Burbidge Secretary of State v Swan and North - Claire Howell Self-Regulation and Financial Aspects of Corporate Governance - John Holland The Private Shareholder, Corporate Governance and the Role of the Annual Report - Roy A Chandler and Susan A Bartlett Separation of Ownership and Control - Fama and Jensen How Much Does Performance Matter? A Meta-Analysis of CEO Pay Studies - H L Tosi et al Corporate Governance - Alcock A Defence of the Status Quo VOLUME FOUR: INTERNATIONAL TRADE, CONFLICTS OF LAWS, INSOLVENCY AND LIQUIDATION International Trade and Conflict of Laws Choice of Jurisdiction in European Corporate Law - Perspectives of European Corporate Governance - Tobias H Troger Conflicts of Jurisdiction and Conflicts of Law in Company Law Matters within the EU 'Market for Corporate Models' - Massimo V Benedettelli Brussels I and Rome I after Centros Corporations in International Litigation - P Muchlinski Problems of Jurisdiction and the United Kingdom Asbestos Case Freedom of Establishment, International Company Law and the Comparison of European Company Law Systems after the ECJ's Decision in Inspire Art Ltd - Hans C Hirt International Corporate Regulation - Iain MacNeil and Alex Lau Listing Rules and Overseas Companies Migrating Companies - Robert R Drury Recognition of Companies Incorporated in Other EU Member States - Eva Micheler The European Conflict-of-Corporate-Laws Revolution - Werner F Ebke Uberseering, Inspire Art and beyond The Impact of the Centros Case on Europe's Company Laws - Eva Micheler The Law Applicable to Groups of Companies Involving European Companies - Sabine Ebert The Law Determining Directors' Duties - Ben Jones Insolvency and Liquidation Creditor's Interests and Director's Duties - D D Prentice Doctoring in the Shadows of Insolvency - Vanessa Finch Insolvency and the Survival of Contracts - Meng Seng Wee Recharacterization after Enron - Alan Berg Rethinking Receivership - John Armour and Sandra Frisby The Law Commission Consultative Report on Company Security Interests - Gerard McCormack An Irreverent Riposte The Law Commission's Consultation Paper Number 164 - Erica Johansson Some Reflections Regarding the Exclusion of Securities The Recasting of Insolvency Law - Vanessa Finch Wrongful Trading - Predicting Insolvency - Andrew Hicks and T E Cooke Reform Company Law Reform - Saleem Sheikh Part One Company Law Reform - Saleem Sheikh Part Two Modernizing Company Law - Robert Goddard The Government's White Paper The Company Law Review - Alan Berg Legislating Directors' Duties