Summary
Overview
Key Readings
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 analyzed.
Editors' Introduction: Themes in International Business Law
I was delighted to be asked by SAGE publications to edit a compendium of articles on the theme of international business law. Business and law are distinct disciplines. They both integrate themselves pervasively across the global economy. The task set was not easy, given the breadth, and indeed depth, of legal scholarship across this subject-matter. I am indebted to Mark Butler, a rising star in international business and labour law, who kindly agreed to assist in this project and who has undertaken the task with great skill. In addition, both Mark and I have been guided, both directly and indirectly by distinguished scholars, notably Armour, Birds, Davies, Deakin, Finch, Milman, Prentice, Sealy, ...
Table of Contents
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Volume 1
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Corporate Personality, Incorporation, Registration, Memo and Articles
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Corporate Personality and Incorporation
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1. Ascription of Legal Responsibility to Groups in Complex Patterns of Economic Integration
Hugh Collins
1990
The Modern Law Review
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2. Corporate Liability: Smoke and Mirrors
Neil Hawke | Pamela Hargreaves
2003
International Company and Commercial Law Review
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3. From Peeping behind the Corporate Veil, to Ignoring it Completely
S. Ottolenghi
1990
The Modern Law Review
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4. Lifting the Corporate Veil in the Pursuit of Justice
Peter Ziegler | Lynn Gallagher
1990
Journal of Business Law
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5. Lifting the Corporate Veil [Case Comment]
John Lowry
1993
Journal of Business Law
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6. Metaphysics and the Corporate Veil
Christopher Ruane
2005
The Company Lawyer
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Claire Howell
2000
The Company Lawyer
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8. Section 459 on Parent and Subsidiary Companies
Jonathan Mukwiri
2005
The Company Lawyer
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9. The European Company, the Successful Conclusion of Protracted Negotiations
Frank Wooldridge
2004
The Company Lawyer
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10. The Incorporation Theory – The United Kingdom
Dan Prentice
2003
European Business Law Review
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11. The Limited Liability Partnership: Pick and Mix or Mix-up?
Judith Freedman | Vanessa Finch
2002
Journal of Business Law
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12. The Veil of Incorporation – Fiction or Façade?
Georgina Andrews
2004
Business Law Review
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Marc Moore
2006
Journal of Business Law
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Cheong Png
1999
The Company Lawyer
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Simon Bowmer
2000
Journal of International Banking Law
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Registration, and the Memo and Articles
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16. The Constitution of the Company: Mandatory Statutory Provisions v Private Agreements
Clare McGlynn
1994
The Company Lawyer
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F.G. Rixon
1986
The Modern Law Review
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18. The Relative Nature of a Shareholder's Right to Enforce the Company Contract
R.R. Drury
1986
The Cambridge Law Journal
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19. The Controversy on the Section 20 Contract Revisited
G.D. Goldberg
1985
The Modern Law Review
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20. The European Company – Essential Tool or Eviscerated Dream?
Vanessa Edwards
2003
Common Market Law Review
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21. The SE Company – A New Common European Company from 8 October 2004
Erik Werlauff
2003
European Business Law Review
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Volume 2
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Limited Liability Partnership
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22. Partnership Law in the Twenty-First Century
Elspeth Deards
2001
Journal of Business Law
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Michael Lower
2003
The Company Lawyer
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J.J. Henning
2004
The Company Lawyer
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Shares and Ownership, Shareholders
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25. Company Law and the Myth of Shareholder Ownership
Paddy Ireland
1999
The Modern Law Review
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26. Contracting Out of Company Law: Section 459 of the Companies Act 1985 and the Role of the Courts
Christopher Riley
1992
The Modern Law Review
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27. Derivative Actions by Beneficial Shareholders
Jennifer Payne
1997
The Company Lawyer
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28. Limitations on a Shareholder's Right to Vote – Effective Ratification Revisited
Brenda Hannigan
2000
Journal of Business Law
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29. Limited Liability: Large Company Theory and Small Firms
Judith Freedman
2000
The Modern Law Review
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30. Management Deficiencies and Judicial Intervention: A Comparative Analysis
Ruth Redmond-Cooper
1988
The Company Lawyer
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31. Section 459 of the Companies Act 1985 – A Code of Conduct for the Quasi-Partnership?
Brenda Hannigan
1988
Lloyd's Maritime and Commercial Law Quarterly
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32. Share Capital and Creditor Protection: Efficient Rules for a Modern Company Law
John Armour
2000
The Modern Law Review
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33. Shareholder Actions: The Rule in Foss v Harbottle
D. Prentice
1988
The Law Quarterly Review
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34. Shareholder Primacy and the Distribution of Wealth
Paddy Ireland
2005
The Modern Law Review
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35. Shareholder Remedies – Corporate Wrongs and the Derivative Action
Pauline Roberts | Jill Poole
1999
Journal of Business Law
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36. The Courts and Capital Reductions
David Milman
1986
The Company Lawyer
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37. The Problem of the Preference Share
Murray Pickering
1963
The Modern Law Review
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38. Company Law – Class Rights
Kenneth Polack
1986
The Cambridge Law Journal
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39. Company Law – Beneficial Interests in Shares
L. Sealy
1960
The Cambridge Law Journal
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40. The No Reflective Loss Principle
Jonathan Mukwiri
2005
The Company Lawyer
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Volume 3
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Shares and Ownership, Shareholders
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41. The Pursuit of Effective Minority Shareholder Protection: s.459 of the Companies Act 1985
John Lowry
1996
The Company Lawyer
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42. The Theory of the Firm: Minority Shareholder Oppression: Sections 459–461 of the Companies Act 1985
D. Prentice
1988
Oxford Journal of Legal Studies
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43. Voting Agreements and Corporate Statutory Powers
Giora Shapira
1993
The Law Quarterly Review
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44. Easier Exercise of Shareholder Rights Proposed
E Focus
2006
EU Focus EU Focus
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45. Shareholders' Pre-emptive Rights
Iain MacNeil
2000
Journal of Business Law
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46. Four Models of Minority Shareholder Protection in Takeovers
Joseph Lee
2005
European Business Law Review
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47. The Role of the Judge in Enforcing Shareholder Rights
Colin Baxter
1983
The Cambridge Law Journal
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Insider Dealing, Directors and their Duties, Corporate Governance
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Insider Dealing
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48. Insider Dealing – The New Law: Part V of the Criminal Justice Act 1993
Keith Wotherspoon
1994
The Modern Law Review
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David Fairbairn
2001
International and Comparative Corporate Law Journal
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P. Davies
1991
Oxford Journal of Legal Studies
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51. The House of Lords Rules on Insider Trading
Takis Tridimas
1989
The Modern Law Review
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Directors and their Duties
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52. Directors and Officers' Remuneration: The Role of the Law
Ian Ramsay
1993
Journal of Business Law
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53. Directors' ‘Tortious’ Liability: Contract, Tort or Company Law?
Ross Grantham | Charles Rickett
1999
The Modern Law Review
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54. Directors' Tortious Liability – Standard Chartered Bank and the Restoration of Sanity
Chris Noonan | Susan Watson
2004
Journal of Business Law
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55. Fiduciary Duties of Shareholders and Directors
Robert Flannigan
2004
Journal of Business Law
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56. Non-executive Directors: Self-Regulation or Codification?
Saleem Sheikh
2002
The Company Lawyer
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57. The Content of the Director's Duty of Loyalty
Ross Grantham
1993
Journal of Business Law
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58. The Continuing Value of Relief for Directors' Breach of Duty
Rod Edmunds | John Lowry
2003
The Modern Law Review
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59. The Duty of Directors to Take Account of Creditors' Interests: Has it Any Role to Play?
Andrew Keay
2002
Journal of Business Law
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Volume 4
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Insider Dealing, Directors and their Duties, Corporate Governance
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Corporate Governance
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60. Board Performance and Cadbury on Corporate Governance
Vanessa Finch
1992
Journal of Business Law
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61. Continuing Obligations of Listed Public Companies: A Critical Analysis
Olu Omoyele
2005
The Company Lawyer
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62. Corporate Governance: Rationalising Stakeholder Doctrine in Corporate Accountability
Mohammed Hemraj
2005
The Company Lawyer
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P. Muchlinski
2002
The Company Lawyer
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64. “How Can You Be Sure of Shell?” Is Corporate Governance Better Served by Unitary or Two-Tier Boards?
Peter Burbidge
2005
International Company and Commercial Law Review
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65. Secretary of State V Swan and North [Case Comment]
Claire Howell
2005
Journal of Business Law
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66. Self Regulation and the Financial Aspects of Corporate Governance
John Holland
1996
Journal of Business Law
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67. Separation of Ownership and Control
Eugene Fama | Michael Jensen
1983
The Journal of Law & Economics
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68. Corporate Governance: A Defence of the Status Quo
Alistair Alcock
1995
The Modern Law Review
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International Trade, Conflicts of Laws, Insolvency and Liquidation
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International Trade and Conflict of Laws
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69. Choice of Jurisdiction in European Corporate Law – Perspectives of European Corporate Governance
Tobias Tröger
2005
European Business Organization Law Review
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Massimo Benedettelli
2005
European Business Law Review
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Peter Muchlinski
2001
International and Comparative Law Quarterly
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Hans Hirt
2004
European Business Law Review
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73. International Corporate Regulation: Listing Rules and Overseas Companies
Iain MacNeil | Alex Lau
2001
International and Comparative Law Quarterly
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Volume 5
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International Trade, Conflicts of Laws, Insolvency and Liquidation
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International Trade and Conflict of Laws
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R. Drury
1999
European Law Review
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75. Recognition of Companies Incorporated in Other EU Member States
Eva Micheler
2003
International and Comparative Law Quarterly
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76. The European Conflict-of-Corporate-Laws Revolution: Überseering, Inspire Art and Beyond
Werner Ebke
2005
European Business Law Review
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77. The Impact of the Centros Case on Europe's Company Laws
Eva Micheler
2000
The Company Lawyer
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78. The Law Applicable to Groups of Companies Involving European Companies (Societas Europaea)
Sabine Ebert
2004
The Company Lawyer
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79. The Law Determining Directors' Duties
Ben Jones
2005
Insolvency Intelligence
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Insolvency and Liquidation
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80. Creditor's Interests and Director's Duties
D. Prentice
1990
Oxford Journal of Legal Studies
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81. Doctoring in the Shadows of Insolvency
Vanessa Finch
2005
Journal of Business Law
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82. Insolvency and the Survival of Contracts
Meng Wee
2005
Journal of Business Law
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83. Recharacterisation after Enron
Alan Berg
2003
Journal of Business Law
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John Armour | Sandra Frisby
2001
Oxford Journal of Legal Studies
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85. The Law Commission Consultative Report on Company Security Interests: An Irreverent Riposte
Gerard McCormack
2005
The Modern Law Review
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Erica Johansson
2004
European Business Law Review
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87. The Recasting of Insolvency Law
Vanessa Finch
2005
The Modern Law Review
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88. Wrongful Trading – Predicting Insolvency
T. Cooke | Andrew Hicks
1993
Journal of Business Law
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Reform
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89. Company Law Reform: Part 1
Saleem Sheikh
2006
International Company and Commercial Law Review
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90. Company Law Reform: Part 2
Saleem Sheikh
2006
International Company and Commercial Law Review
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91. “Modernising Company Law”: The Government's White Paper
Robert Goddard
2003
Law Review
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92. The Company Law Review: Legislating Directors' Duties
Alan Berg
2000
Journal of Business Law
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