Corporate Law

The European Union (EU) was arguably the first body to establish multinational anti-market abuse laws aimed at enhancing the detection and curbing of cross-border market abuse activities in its Member States. Put differently, the EU Insider Dealing Directive was adopted in 1989 and was the first law that harmonized the insider trading ban among the EU Member States. Thereafter, the European Union Directive on Insider Dealing and Market Manipulation (EU Market Abuse Directive) was adopted in a bid to improve and effectively discourage all forms of market abuse in the EU's securities and financial markets. However, the EU Market Abuse Directive had its own gaps and flaws. In light of this, the Market Abuse Regulation and the Criminal Sanctions for Market Abuse Directive were enacted to repeal and replace the EU Market Abuse Directive in 2016. The article examines the adequacy of the EU Market Abuse Directive and its implementation in the United Kingdom (UK) prior to the UK's vote to leave the European Union (Brexit). This is done to investigate the possible implications of the Brexit referendum outcome of 23 June 2016 on the future regulation of market abuse in the UK.

Takeover regulation in the UK has historically been shareholder-centric and shareholder primacy has been the core principle of UK's takeover regulation. This article primarily examines the substantive law governing corporate takeovers in the United Kingdom and critically analyses whether the substantive law is effective in achieving equality and fair treatment of all shareholders involved in the takeover. This is followed by an exploration of the safeguards in place which ensure real time minority shareholder protection and the relating case law which further bolster the development of the law by providing clarity on certain issues relating to the safeguards. Furthermore, the article also analyses the proposed amendments and suggestions to the current UK regime. The proposed amendments that are examined consist mainly of the amendments and arguments discussed in the Takeover Panel's Consultation paper which was published after Kraft Food Inc.'s controversial takeover of Cadbury Plc in 2010.

"The increasing sensibility regarding intangible cultural heritage provides momentum to better define a legal framework for the protection of these peculiar immaterial goods. This article questions whether the current intellectual property rights (IPRs) regime represents an adequate model of protection vis-à-vis intangible cultural heritage. A plethora of caveats must be taken into consideration, starting with the desirability of the commodification of intangible cultural heritage, i.e. its exploitation and commercialization through the IPRs regime, but also including the outlining of the legal instruments needed for guaranteeing adequate advantages for the countries and communities representing the sources of origin of the intangible goods. 
After framing the crucial issues detected in literature regarding intangible cultural heritage, the article investigates the ways in which the actual IPRs regime grants protection to intangible goods. Our evaluation supports the idea that, without a many-faceted remodeling, current intellectual property laws represent an unsatisfactory mechanism for protecting intangible cultural heritage. This inadequacy is rooted in the inefficacy of IPRs under the patent and copyright regimes in ensuring the protection of cultural heritage, while also falling short of fostering an appropriate comprehensive social policy."

Türkiye'nin projesi olarak hayata geçen ve 26 Ekim 2015'te fiilen faaliyete başlayan İstanbul Tahkim Merkezi'nin temel amaçlarından biri de Türkiye'de tahkim ve alternatif uyuşmazlık çözüm yöntemlerinin kullanılmasını teşvik etmek, bu alanda konferanslar, seminerler, eğitim ve yayınlarda bulunarak tahkim kültürünün gelişmesine katkı sağlamaktır. Bu amaç doğrultusunda, İstanbul Tahkim Merkezi nezdinde İhtisas Çalışma Komisyonları kurulmuş ve Merkezimiz, 22 Nisan 2017 tarihinde "Şirketler Hukuku Uyuşmazlıkları ve Tahkim Konferansı"nı düzenlemiştir. Söz konusu Konferans, bu kitabın temelini oluşturmaktadır. Akademisyenlerin, avukatların ve tahkim uygulamacılarının yoğun katılımı ve ilgisiyle gerçekleşen bu konferansın amacı, şirketler hukuku uyuşmazlıklarının çözümünde tahkimi değerlendirmek, bu alanda uygulamada karşılaşılan sorunları tartışmak ve İstanbul Tahkim Merkezi'nin sunduğu avantajları açıklamaktı. Son derece başarılı bir şekilde gerçekleşen bu konferansta, konuşmacılarımız ve katılımcılarımızın konuya ilişkin zengin bakış açılarıyla ortaya koydukları görüşler, bu yayının hazırlanmasındaki itici güç olmuştur. Böylelikle şirketler hukuku ve tahkim alanında karşılaşılan sorunlar tespit edilerek, özellikle uygulamacılar için bir başvuru kaynağının sunulması hedeflenmiştir.

The appraisal right in limited liability companies.

The article, dedicated to the memory of Antonio Ruotolo, addresses some of the most relevant issues related to the regulation of appraisal rights in Italian limited liability companies. First of all, the paper clarifies the rationale behind a specific and independent analysis of the rules governing the appraisal right in limited liability companies (that is to say its specificity and significance in that sort of companies). Next, it focuses on the prerequisites for the exercise of such right: when it is possible to exercise it. Then, it concerns the issue of the legitimacy to exercise the right at hand: who can exercise it. Lastly, the article devotes some final remarks on how to exercise the abovementioned right, including whether the appraisal right can also be exercised in part.

È il testo, omesse alcune parole non di circostanza e aggiunte le note, della relazione svolta al Convegno di studi in ricordo di Antonio Ruotolo, tenutosi il 22 novembre 2019 presso il Consiglio notarile di Roma.

The Board of Directors is the supreme governing body of the company, except for those matters which by law or as provided by the Articles of Incorporation must be decided by the General Shareholders Meeting. The supervision of all corporate activities is vested in the Board. The Board exercises its functions in the best interests of the company, with the aim of  maximizing the long-term value of the company in legitimate interests involved, either of a public or private nature, and in particular taking into account other interest groups of the company: employees, customers, business partners and society in general. 

The underlying duty of directors borders on the duty of care and skill geared towards maximizing the shareholders’ interests. Over the years there has been a shift from the duty of directors solely focused on maximizing shareholder interest to catering to the interest of other stakeholders – suppliers, customers, employees, the community, as a way of promoting the success of the company.

Corporate Social Responsibility (CSR) also known as corporate conscience is all about how companies manage the business with the aim of delivering social, economic and environmental benefits to all stakeholders through initiatives. Over the years it has developed from a place of being voluntary to being mandatory for directors to consider the interests of stakeholders.

This paper will discuss the duty of directors to promote the success of the company by enhancing stakeholder value through the medium of corporate social responsibility initiatives.

The real success of Indian democracy is being attributed to its social responsiveness towards all of its citizens. Nevertheless, in the endeavour of sustaining a true and vibrant democracy, the country strives very hard to extent the facilities and benefits to all strata of the society due to its constrained resources. Therefore, the Government of India needs a helping hand from corporate sector to ensure better standard of living of its people. In this regard, the corporate India is expected to play a constructive role by undertaking activities which may ultimately lead to social rejuvenation, development and empowerment of unprivileged people. If this happens, India is very proud to be one of the countries in the world to attain real inclusive growth. Hence, it is felt that Corporate Social Responsibility (CSR) activities of companies are really a key to unlock both economic and social disparities, which in turn, benefits the person in the last mile. Moreover, the Companies Act, 2013 has directed corporate India to work towards a growth based socio-economic-environment development model.

            The present book is an attempt to provide the emerging trends and best practices in CSR implementation, models of partnership, managerial and organizational challenges and issues in monitoring and evaluation of projects related to CSR in the public and private sector.

            I thank all paper contributors for their continued support, encouragement, inspiration to complete this task. Without their help it will be difficult task for me to complete this volume.

  Dr. M. Vasan

This Paper explores and summarises the Director's Duties of the UK Companies Act 2006 with emphasis on "the duty to promote the success of the company.

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Bu çalışma, anonim ortaklıklar hukukunda esas sözleşme özgürlüğüne ve bunun sınırlarının çizilmesine odaklanmaktadır. Ortaklıklar hukukunda sözleşme özgürlüğü öncelikle kavramsal, tarihsel, kuramsal, ekonomik, ahlaki, entelektüel ve anayasal boyutlarıyla ele alınmıştır. İktisadi ve dogmatik şirket teorileri ışığında esas sözleşme özgürlüğü ekonomik analize tabi tutulmuştur. Ayrıca eserde anonim ortaklığın esas sözleşmesi farklı açılardan incelenmiş; bu kapsamda özellikle esas sözleşmenin sözleşmesel niteliği ortaya koyulmuş ve korporatif-şekli hükümler ayrımında uygulanabilir bir kriter önerisinde bulunulmuştur. Son olarak esas sözleşme özgürlüğünün genel hükümler çerçevesindeki ve anonim ortaklıklar hukukuna özgü sınırları araştırılmıştır. Emredici hükümler ilkesi ekseninde gerçekleştirilen bu inceleme bağlamında veto hakları, organlar arası yetki paylaşımı ve tahkim şartı gibi çeşitli esas sözleşmesel düzenlemelerin geçerliliği de değerlendirilmiştir.

A contract is legally enforceable because it meets the requirements and approval of the law. An agreement typically involves the exchange of goods, services, money, or promises of any of those. In the event of breach of contract, the law awards the injured party access to legal remedies such as damages and cancellation.

The revised Principles maintain many of the recommendations from earlier versions as continuing essential components of an effective corporate governance framework. They also introduce some new issues and bring greater emphasis or additional clarity to others. While some of the Principles may be more appropriate for larger than for smaller companies, it is suggested that policymakers may wish to raise awareness of good corporate governance for all companies, including smaller and unlisted companies.
The Principles provide guidance through recommendations and annotations across six chapters:
I)  Ensuring the basis for an effective corporate governance framework; The chapter emphasizes the role of corporate governance framework in promoting transparent and fair markets, and the efficient allocation of resources. It focuses on the quality and consistency the different elements of regulations that influence corporate governance practices and the division of responsibilities between authorities. In particular, new emphasis is placed on the quality of supervision and enforcement. The chapter also includes a new principle on the role of stock markets in supporting good corporate governance.
II)  The rights and equitable treatment of shareholders and key ownership functions; The chapter identifies basic shareholder rights, including the right to information and participation through the shareholder meeting in key company decisions. The chapter also deals with disclosure of control structures, such as different voting rights. New issues in this chapter include the use of information technology at shareholder meetings, the procedures for approval of related party transactions and shareholder participation in decisions on executive remuneration.
III)  Institutional investors, stock markets and other intermediaries; This is a new chapter which  addresses the need for sound economic incentives throughout the investment chain, with a particular focus on institutional investors acting in a fiduciary capacity. It also highlights the need to disclose and minimize conflicts of interest that may compromise the integrity of proxy advisors, analysts, brokers, rating agencies and others that provide analysis and advice that is relevant to investors. It also contains new principles with respect to cross border listings and the importance of fair and effective price discovery in stock markets.
IV)  The role of stakeholders in corporate governance; The Principles encourage active co-operation between corporations and stakeholders and underline the importance of recognising the rights of stakeholders established by law or through mutual agreements. The chapter also supports stakeholders’ access to information on a timely and regular basis and their rights to obtain redress for violations of their rights.
V)  Disclosure and transparency; The chapter identifies key areas of disclosure, such as the financial and operating results, company objectives, major share ownership, remuneration, related party transactions, risk factors, board members, etc.  New issues in this
chapter include the recognition of recent trends with respect to items of non-financial information that companies on a voluntary basis may include, for example in their management reports.
VI)  The responsibilities of the board; The chapter provides guidance with respect to key functions of the board of directors, including the review of corporate strategy, selecting and compensating management, overseeing major corporate acquisitions and divestitures, and ensuring the integrity of the corporation’s accounting and financial reporting systems. New issues in this chapter include the role of the board of directors in risk management, tax planning and internal audit. There is also a new principle recommending board training and evaluation and a recommendation on considering the establishment of specialized board committees in areas such as remuneration, audit and risk management.

The period when corporate social responsibility (CSR) only referred to corporate philanthropic donations has passed. Present day CSR is intimately intertwined with sustainable development, and its growth in the last several decades has been evident in Canada. The recent appearance of “hybrid” corporate legal structures on the international stage marks a growing trend toward enabling the dual pursuit of economic and social mandates for businesses. It suggests that the next significant stage in the CSR movement will be in the reformation and creation of corporate legal models that not only enable, but require, CSR concepts to be embodied within corporate governance practices.

While the US shareholder primacy model is often presumed to be the model that is dominant in modern Canadian corporations, this presumption is flawed. This article identifies some of the fundamental legal features that set Canada apart from US shareholder primacy, and attempts to demarcate a path for Canada to attain transformational corporate governance through its laws. The term “transformational” is borrowed from the business sector to help identify a tangible goal for corporate governance reform in Canada. Highlights include having a sustainable purpose, long term vision, and multi-stakeholder collaboration. Canada is poised to become a leader in corporate governance reform on two fronts: through the reformation of its existing laws regulating mainstream corporate governance practices, and in the creation of hybrid laws that can meet growing demands to legally house and govern social purpose businesses and enterprises.

There has been much fanfare surrounding the possible implementation of a hybrid similar to the US “benefit corporation” in Canada in order to address growing for-profit sector needs to pursue social value in addition to profit-making. However, some of the fundamental legal characteristics within the benefit corporation actually parallel existing common laws in Canada regarding mainstream corporate governance practices. Canada does not need to adopt American solutions to American problems. During these formative years of Canada’s corporate legal development, it is critical that the nation’s progressive legal stance is properly understood and taken into account when establishing hybrid laws so as not to confuse and/or jeopardize that stance. An ongoing stream of thoughtful and intelligent commentary is needed to address and advance Canadian corporate legal needs for social progress, as well as the establishment of innovative new hybrid laws that can bridge the gap between for-profit and non-profit sectors.

Various taxing power-related challenges have negatively affected the governance of state and federal governments of Nigeria since1999 to date. For instance, the poor drafting of the Nigerian constitution of 1999 and the failure on the part of the policy makers to adequately distinguish and delineate the taxing powers of the state and federal governments has given rise to sharp divisions and jurisdictional conflict-related litigation. Accordingly, the article examines these and other related flaws in the Nigerian and Ethiopian tax laws. Moreover, the relevant constitutional provisions in these countries are comparatively discussed to, inter alia, recommend possible measures that could be employed to remedy such flaws in Nigeria and Ethiopia. In this regard, it is submitted that the Nigerian tax laws and the Nigerian constitution of 1999 should be amended to provide a clear position on the taxing powers for both state and federal governments. Lastly, the authors submit that the Nigerian policy makers should consider adopting the Ethiopian model for the allocation of taxing powers.

Voordeel vir skuldeisers in verpligte sekwestrasieverrigtinge

Die konsep van voordeel aan krediteure is uiters belangrik in die Suid-Afrikaanse insolven-siereg. Byvoorbeeld, enige voorlopige of finale sekwestrasiebevel word slegs deur die howe toegestaan indien die sekwestrasie van die skuldenaar of die insolvent se boedel voordelig by die algemene liggaam van krediteure sal wees (sien aa 10 (c) en 12 (1) (c) lees Met artikel 3 (1) en 6 (1) van die Insolvensiewet 24 van 1936 (Insolvensiewet). Die konsep van voordeel aan krediteure word egter nie uitdruklik in die Insolvensiewet gedefinieer nie. Die artikel bespreek dus die onlangse besluit in die liggaam. Korporatiewe van Empire Gardens v Sithole 2017 4 SA 161 (SCA) ("Sithole") wat verskeie interpretasie- en verwante uitdag-ings blootstel wat steeds deur die howe en geaffekteerde partye voorkom wanneer hulle met die konsep van voordeel aan krediteure in die Suid-Afrikaanse insolvensiereg handel.

Es war eine deutliche Mehrheit des schweizerischen Nationalrats, die sich in der Wintersession 2019 für die Begünstigung langfristiger Aktionärsbeteiligungen aussprach. Der Rat schuf im Rahmen der Aktienrechtsrevision die Möglichkeit zur Einführung von Vorzugsrechten für langfristig beteiligte Aktionäre. Spätestens seit diesem Beschluss sind solche Vorzugsrechte unter dem Begriff Loyalitätsaktien Gegenstand der breiten rechtspolitischen Diskussion zur Weiterentwicklung des schweizerischen Aktienrechts.

Die Idee aktienrechtlicher Mittel zur Förderung und Begünstigung langfristiger ktionärsbeteiligungen ist aber nicht neu. Sie entsprang den Bedenken über die Folgen kurzfristiger Orientierung im Kapitalmarkt und beschäftigt Wissenschaft und Politik weltweit schon seit geraumer Zeit. In ausländischen Rechtsordnungen gibt es bereits seit einigen Jahren Gesetzesbestimmungen zur Privilegierung langfristiger Aktionäre. Das Konzept hat auch in der Schweiz von verschiedenen Seiten Zuspruch erhalten. Trotzdem ist die Skepsis gegenüber diesem noch ungewohnten Konzept gross. Zum einen beurteilt die Lehre die Zulässigkeit von Vorzugsrechten für langfristige Aktionäre nach geltendem Recht mitunter kritisch. Zum anderen wurden im Parlament Bedenken zu den Auswirkungen von Loyalitätsaktien geäussert.

Im vorliegenden Beitrag werden diese Vorbehalte adressiert. Es wird aufgezeigt, dass sich Loyalitätsaktien zur Förderung und Begünstigung langfristiger Aktionärsbeteiligungen eignen.

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It was a clear majority of the Swiss National Council that voted in favor of fostering long-term investment by shareholders in summer 2018. The National Council adopted a regulatory proposal in the context of the revision of Swiss company law that aims at authorizing corporations to provide long-term shareholders with priority rights. Ever since, privileges for long-term shareholders have become a topic of scholarly and public debate on the further development of corporate law in Switzerland.

Switzerland is not the first country to develop a legal framework to promote and reward long-term investment by shareholders. The reason for those ambitions are concerns regarding the negative impact of stock market short-termism on corporations and the entire economy. Other countries in Europe have more or less recently adopted laws and regulations favoring long-term shareholders. The concept has gained considerable support among legal scholars, investors and large publicly owned companies in Switzerland. Nevertheless, there are reservations regarding this relatively unknown approach. One the one hand, legal scholars have reservations as to the legal admissibility of loyal shares under current Swiss law. On the other hand, Members of Parliament have expressed reservations as to the impact of loyalty shares on companies and the economy.

The present contribution addresses these reservations. It shows that loyalty shares have potential to contribute to promoting long-term investment by shareholders.

The case note offers an analysis of Zietman using the rules of statutory interpretation, to determine whether information that was communicated to the appellants constituted inside information required for commission of the insider trading offence. Zietsman is a precedent-setting case, which is commendable as a well-reasoned decision that requires support. Avvakoumides AJ applied the primary rule of statutory construction, namely, ascertaining the true intention of the legislature, to give the undefined cardinal words in the statute their literal meaning. Furthermore the court, followed the demands of section 233 of the Constitution by referring to foreign law for assistance with the interpretation of the insider trading provisions. The court pointed out that the information which was possessed by the alleged insider dealers, need not be in its final stage to qualify as precise information as long as there was a realistic prospect that the act from which the information flows would reasonably be finalised. Secondly, information will be specific if it can be identified, pointed to and be unequivocally expressed. Thirdly the information possessed by the alleged insider dealers must have the capacity to materially affect the share price using the test of a reasonable investor, who will take into account information that would likely have a significant effect on the price of shares. Finally, the alleged insider dealer’s belief that the information he or she possessed was not inside information will not be a defence if the belief was not based on reasonable grounds.

Debt financing involves borrowing money that would be refunded over a period normally with interest. Secured borrowings involves the borrower allowing the lender an interest in specific assets (fixed charge) or all assets (floating charge) which are not specified. The aim of this paper is to briefly examine the evolution and development of floating charges in the UK and its advancement with the use of Case-Law

This Paper, written for the “Globalization of the United States Litigation Model” symposium at Brooklyn Law School (October 21, 2011), inquires on whether emerging capital markets are shifting toward enhanced regulatory intensity in the enforcement of their securities laws, under the context of global legal convergence. It ventures into this puzzle of globalization, corporate law enforcement, and financial development, in light of the increasing phenomenon of regulatory convergence and international cooperation among securities regulators, in the realm of capital market surveillance and enforcement.

Focus is placed on the emerging Latin American region, namely Brazil’s securities market. The study explores Brazil’s securities enforcement system during the wave of legal and institutional reform dating back to the turn of the century, resulting from competing dynamics between incumbent controlling owners resisting change, and global forces demanding enhanced corporate law and governance.

A decade onward, aim is set at identifying and reflecting upon selected instances that, when combined and analyzed, suggest that Brazil has pursued the enforcement of its securities laws with enhanced regulatory intensity — both as a result of i) adopting a more robust institutional design with enforcement structures and practices characteristic to developed global markets, and; ii) boosting implementation of these practices, in view of preliminary evidence of enforcement on the ground, in terms of actual enforcement activity and resources allocation toward market surveillance.

The evidence identifies a transformation of Brazil’s securities enforcement system during the past decade, revolving around its Securities and Exchange Commission (CVM). The research showcases how CVM came to embody features of securities enforcement systems in developed markets — like the U.S. model. These features are much in line with what the U.S. academic literature has envisioned as enforcement guidelines that emerging capital markets should follow for effective enforcement. They include, among others, CVM (1) adopting a fundamental policy to prioritize enforcement; (2) modeling its structure after the U.S. SEC’s “sole-entity” model, including an independent Board of Commissioners; (3) undergoing a conversion into an ex-post law enforcement-driven agency; (4) achieving considerable political independence from the executive branch; (5) establishing a stand-alone enforcement program with a mandate; (6) having access to an enhanced tool-kit to combat serious corporate wrongdoing in “real-time”; (7) institutionalizing the ability to settle with wrongdoers; and (8) relying on a “multiple-enforcers” approach involving active collaboration among public, private, and self-regulatory enforcement channels — by establishing partnerships with the industry, via a sophisticated self-regulatory regime, sharing the burden of market surveillance with a quasi-governmental FINRA-like SRO; with the criminal justice authorities; with the international community; and, to a lesser extent, with the judiciary. Accordingly, the latter half of the decade witnessed an increase in implementation in terms of budget, staffing, and actual enforcement activity, yielding a surge in administrative actions, sanctions, and settlements, and a more visible targeting of serious misconducts.

The study sheds light on how these developments may speak to the globalization of securities enforcement and the influence of developed markets in the evolution of emerging securities enforcement systems. It showcases how Brazil’s recent experience with securities enforcement, could well be a reflection of the path lying ahead for emerging capital markets in today’s global arena.

After enactment of new Companies Act 2013, Government of India mandated specified companies to earmark minimum 2% of its annual profit to be used in CSR activities as list out by Ministry of Corporate Affairs. The paper explores to have mutuality of compliance to sustainability through strategic framework.

Following a 30-year period of relatively little change to company legislation in South Africa, a comprehensive review of South African company law was undertaken by the South African Department of Trade and Industry. The first stage of the review culminated in the release of a policy paper in June 2004, entitled South African Company Law for the 21st Century: Guidelines for Corporate Law Reform, which set out the framework and guiding principles of the new Companies Act. This article discusses the changes proposed in the Policy Paper with a view to substantially reworking company law in South Africa. The key fundamental question, which is at the core of every company law reform process, is discussed, namely, in whose interest the corporation should be run. Our interpretation is that the Policy Paper proposes a model that lies somewhere between pluralism and the enlightened shareholder value approach. This article also discusses the guiding and fundamental policy principles which are...

Purpose – The purpose of this paper is to analyse how the liabilities arise in the UK-based parent company for wrongdoings of its overseas subsidiaries, especially under law of tort.
Design/methodology/approach – Qualitative methods have been used in this paper, using both primary and secondary data, i.e. Books, case Laws, legislations, international laws and journal articles.
Findings – The English Courts are, now, more broadly accepting the allegations against the UK-based parent companies for the actions of its subsidiaries, especially by improving the access to the remedy in the UK for foreign victims of corporate related harms, though concern remains in the case of criminal liabilities.
Additionally, in case of the civil litigations, the early settlement of a dispute is also causing pressure to the victim by liming the wider deterrent effect.
Originality/value – This paper will help the lawyers and academic in the field of international corporate law, especially in the tortious claim of an overseas victim in the UK Court. Moreover, this paper identifies the lack of proper legislative guidance in this field.

This essay addresses the topic of directors' liability from both the corporate law and public policy perspectives. The paper comments how laws other than core  company law impose obligations and liabilities on directors for public interest reasons . The essay proposes that in examining what the responsibilities of directors are, and ought to be, we must do so through the wider lens of public policy rather than the narrow lens of company law alone.  As companies are virtual entities which can only act through humans, the key question is when should humans be liable for the acts of a company. "Limited liability" is the limitation of a shareholder's liability (qua shareholder) to the value of their shares in the company. It is not some type of 'force shield' for a company's officers. The paper identifies some factors relevant to addressing what liabilities and accountabilities should directors be under.

In the age of free-market economy, business entities are involved in competitive practices. This sometimes leads to monopolization by way of anti-competitive agreements, abuse of dominance, mergers and hostile-takeovers between business entities which results in distortion of the market. The purpose of monopoly is to earn maximum profit, usually at the cost of consumers and rival competitors, more than the natural profit which the fair and free competition endures. To prevent monopolization and to ensure a free-market economy is in place, most countries have a system of competition laws whereby allocation of resources is purely based on demand and supply.

Justice Dhananjyay Chnadrachud, in Ion Exchange (India) Ltd., In re2, commented that the “law should be leisurely to retard corporate restructuring as it is one of the means employed to meet the challenges and problems confronted by business enterprises”. However, mergers still need to be regulated as they can use market power which can negatively impact competition and harm consumer welfare by stopping other players from entering the market. There are various provisions under different legislation's like the (indian) Companies Act, 2013, SEBI Regulations, FEMA, which govern the merger of companies in India.

The paper annexed herewith, tries to provide a complete understanding of the concept of mergers and its regulations under the applicable Indian laws.

Information technology and its enabled services are exponentially growing and promoting trade and commerce along with generating large employment opportunity in India. The limelight of the corporate culture has attracted various professionals to enter into this sector. However, the sector, which operates in a competitive market, has shown imperfection in its working condition. Predominant informalities in the form of job instability, insecurity, de-skilling of the skilled workers, worse working conditions, unequal employment treatment and influence of social networks in the form of regional and linguistic biases has led to imperfect competition in the sector. The research work has highlighted the imperfection in this sector by taking the sample size of eighty white-collar employees working across eleven IT-ITeS company in India. Hence, the research work is an attempt to focus attention towards informalities and imperfections in this sector that has affected the quality o...

The modernity imbibed in every subject matter trace back to an antique dust of origin and development. This paper analyses the antique Indian market and the implementation of openness in the post independence era. It traces the concept of corporate restructuring, its adoption to open market and torque on modern economic system. It further deals with the need of corporate restructuring in the Indian corporate sector.

While acknowledging the corporate governance concept of “no one size fits all”, Corporate Governance codes continue to highlight board composition as an important factor. Even corporate law in different jurisdictions recognises the composition of the board of directors and highlights board structure. Despite the increasing interest in Corporate Governance by Nigerian directors and members of governing bodies, a “check-box” or regulatory compliance mindset remains, that can be addressed only through a proper understanding of and commitment to Corporate Governance principles and recommended practices, and their intrinsic purpose and value.

This article highlights the impact of cultural nuances on board composition and the cultural challenges surrounding keyboard functions such as Chair, and Executive Director and how these affect corporate governance practice in Nigeria and Africa and makes a case for a deliberate approach to addressing them if proper Corporate Governance is to be attained and its benefits enjoyed by Nigerian and African companies and their stakeholders.

"Comprised of four parts,

Human Resource Management covers all the essential areas of the subject including, the history and development of human resource management; recruitment and placement; training development and compensation and employee relations. Throughout the book, links are made between macro human resource management issues and micro, organizational and organizational concerns."

The legislations governing the subject matter of competition Law before the competition Act, 2002 came to be enforced was the Monopolies and trade restrictive Act 1969. The major excerpts in this act were influenced by the Monopolies and trade restrictive (Inquiry and Control) Act, 1948 of UK. The primary focus of this act was to curb monopolies in the market. With time it was realised that the major issue was not relating to curbing monopolies but it just formed a part ultimate goal of healthy competition. Thus the focus shifted from withholding from creating monopolies to promoting healthy competition 9in the market. The finance minister in his budget speech in the year 1999 stated that India must shift its focus from curbing monopolies to promoting competition. This became the objective of the new act and led to the enactment of The Competition Act,2002 which came into effect in the year 2009.

Companies form a very significant pillar for our country's growth and development. However, companies are not a physical or natural entity but a legal entity run by natural persons. In such cases, there are certain duties, liabilities and privileges imparted to a company, like a natural entity. Hence, if there is any anomaly within the company, there should be some mechanism to hold the company liable and make it compensate for the damage or injury it has caused to a party. The concepts of lifting of the corporate veil, which emphasises on the separate personalities of the company and its members, and the liabilities imposed on the directors and shareholders of the company come into the scene to resolve the disputes effectively. These liabilities can be of two types namely, civil liability and criminal liability. In this research paper, we will focus only on the tortious liability of the company and will try to connect it to the various jurisprudential aspects.

The corporate governance debate has, in the last two decades, reached a stronghold in Europe. Perhaps the most valuable aspect of a company’s governance is the constitution of its boardroom. Nonexecutive directors, in their independent and impartial, supposedly external nature, serve to keep the company’s managerial section in check. Indeed, their function is primarily supervisory, working to ensure that the company’s interests are looked to by the company’s executive guise. Unfortunately, Maltese law does not regulate the post of the non-executive director in a hard and fast manner. Instead, the authorities have chosen to recognise this entity through the inclusion of his role in various non-binding guidelines and soft law mechanisms. The question that shall be tackled in this paper is whether it is acceptable, in this day and age, for the non-executive director is post which deserves a proper defining of its role and obligations within hard law. A brief comparison to foreign juris...

Corporate law, financial markets law and related policies as well as financial markets regulators play an important role in combating financial systemic risks and promoting viable financial markets globally. In this regard, Zimbabwe is not an exception. Over the years, Zimbabwe has been implementing a number of corporate and/or financial markets laws as well as related economic policies aimed at promoting economic growth and stable financial markets. However, it seems that corporate laws and financial markets-related laws and policies that have been flawed and inconsistently enforced by the relevant authorities in Zimbabwe to date. Owing to this, Zimbabwe has been confronted with a high rate of failed real output, high rates of unemployment, diminution of real wages, plummeting poverty levels, non-profitability of businesses, rampant bankruptcies and an ailing economy. To this end, financial laws and related policies implemented by the relevant authorities for the regulation of financial markets including the Ministry of Finance, Reserve Bank of Zimbabwe (RBZ) and Securities and Exchange Commission of Zimbabwe (SECZ) will be discussed. Against this background, this article recommends, inter alia, the adoption of a two-tier regulatory model of financial markets in Zimbabwe under the RBZ and other robust measures. Furthermore, it is hoped that the adoption of robust corporate and financial markets laws, good corporate governance standards and other good international best practices for the regulation of financial markets will enhance public investor confidence in the Zimbabwean financial markets and promote economic growth. 
Keywords: Public investor confidence, financial markets, economic growth, financial markets laws.

This project examines recent and ongoing misconduct in the financial sector and implications for corporate governance and accountability. The misconduct ranges from abusive mortgage trades and misreporting on derivatives losses to manipulation of commodity markets. Major corporations, such as JPMorgan Chase and Morgan Stanley, have paid billions of dollars to regulators in penalties. The research project reviews the events from the perspectives of corporate governance, specifically whether shareholders are penalized for wrongdoing of corporate managers, and how far the regulatory practice of making settlements with the companies promotes accountability and corporate governance. The penalties diminish shareholder wealth and the question is whether shareholders end up as “helpless victims.” The research herein has combined theoretical and empirical methods. The theory part of research includes discussion of various regulatory methods and their efficacy, the justification for the settlements concluded by the corporations with governments, grounds for proposed personal liability against executives, and possible class action lawsuits in the future. The empirical element consists of review of investigative reports, disclosures by the companies, and settlement orders made by regulatory agencies. This helps form an opinion on the culpability of executives and the related issue about whether the costs of misconduct in the form of penalties are passed on to shareholders.