This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
This book explores the range and the utility of supercritical fluid system in a variety of diverse chemical applications. The book highlighted the green process and served the necessary background and details about separation, material processing, and reaction regarding technique, mechanism, protocol, and potential applications; hence it can appeal to academics and industrialists. Both from a chemical as well as engineering scene, the book updates the recent advances in supercritical fluid technology and other pressurized-solvent system (subcritical water technology). The most wide-spread use of supercritical CO2 as a solvent has been in supercritical fluid extraction and fractionation processes. Other applications are recrystallization of pharmaceuticals, metal nanoparticles generation, and polymer processing. Sub or supercritical water is a unique green solvent which can serve a high solubility for many weakly-polar organics and light inorganic gases. This solvent denotes very high reactivity for biomass processing.
This authoritative guide to the Geneva Securities Convention is the first and only UNIDROIT backed analysis of the content of the international treaty. It streamlines the otherwise complicated and numerous transactions of intermediated securities providing easy access for practitioners and scholars in the field. The Commentary is written by participants to the negotiations and discussions which resulted in the final version of the treaty. The Geneva Securities Convention was developed as a result of the change in the way that securities are held and highlights the position of intermediated securities at the core of the international financial system. The Convention includes key provisions for governing intermediated securities designed to harmonise domestic law and clarify points of difficulty. The general introduction to the commentary sets out the reasons for developing the Convention and the principal concepts underlying its development. The main part of the commentary follows the structure of the Convention and is arranged on an article-by-article basis. The treatment of each article is subdivided into three main parts: An introduction explaining the main goal of that article; a section setting out the genesis of the provision during intergovernmental negotiation; and a part discussing in depth the application of the provision with reference to practical examples. The Convention is a highly complex instrument and the commentary provides much-needed guidance to the application and interpretation of its provisions. This is a must-have reference for lawyers and scholars interested in financial law, as well as securities intermediaries, clearing houses, banks and government officials.
This is an advanced textbook for graduate students and researchers wishing to learn about high temperature superconductivity in copper oxides, in particular the Kamimura-Suwa (K-S) model. Because a number of models have been proposed since the discovery of high temperature superconductivity by Bednorz and Müller in 1986, the book first explains briefly the historical development that led to the K-S model. It then focuses on the physical background necessary to understand the K-S model and on the basic principles behind various physical phenomena such as electronic structures, electrical, thermal and optical properties, and the mechanism of high temperature superconductivity.
This authoritative guide to the Geneva Securities Convention is the first and only UNIDROIT backed analysis of the content of the international treaty. It streamlines the otherwise complicated and numerous transactions of intermediated securities providing easy access for practitioners and scholars in the field. The Commentary is written by participants to the negotiations and discussions which resulted in the final version of the treaty. The Geneva Securities Convention was developed as a result of the change in the way that securities are held and highlights the position of intermediated securities at the core of the international financial system. The Convention includes key provisions for governing intermediated securities designed to harmonise domestic law and clarify points of difficulty. The general introduction to the commentary sets out the reasons for developing the Convention and the principal concepts underlying its development. The main part of the commentary follows the structure of the Convention and is arranged on an article-by-article basis. The treatment of each article is subdivided into three main parts: An introduction explaining the main goal of that article; a section setting out the genesis of the provision during intergovernmental negotiation; and a part discussing in depth the application of the provision with reference to practical examples. The Convention is a highly complex instrument and the commentary provides much-needed guidance to the application and interpretation of its provisions. This is a must-have reference for lawyers and scholars interested in financial law, as well as securities intermediaries, clearing houses, banks and government officials.
This authoritative guide to the Geneva Securities Convention is the first and only UNIDROIT backed analysis of the content of the international treaty. It streamlines the otherwise complicated and numerous transactions of intermediated securities providing easy access for practitioners and scholars in the field. The Commentary is written by participants to the negotiations and discussions which resulted in the final version of the treaty. The Geneva Securities Convention was developed as a result of the change in the way that securities are held and highlights the position of intermediated securities at the core of the international financial system. The Convention includes key provisions for governing intermediated securities designed to harmonise domestic law and clarify points of difficulty. The general introduction to the commentary sets out the reasons for developing the Convention and the principal concepts underlying its development. The main part of the commentary follows the structure of the Convention and is arranged on an article-by-article basis. The treatment of each article is subdivided into three main parts: An introduction explaining the main goal of that article; a section setting out the genesis of the provision during intergovernmental negotiation; and a part discussing in depth the application of the provision with reference to practical examples. The Convention is a highly complex instrument and the commentary provides much-needed guidance to the application and interpretation of its provisions. This is a must-have reference for lawyers and scholars interested in financial law, as well as securities intermediaries, clearing houses, banks and government officials."--Publisher's website.
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