Corporate Reporting And Company Law

The importance of disclosure as a regulatory device in company law is widely recognized. This book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

The importance of disclosure as a regulatory device in company law is widely recognized. This 2006 book explores the disclosure requirements of companies in their reporting activities, and seeks to bring together the main features of the reporting system. The book considers the theoretical basis of the corporate reporting system and describes the regulatory framework for that system. It explores financial reporting and 'narrative' reporting, highlighting the fact that financial reporting requirements are more substantially developed than narrative reporting requirements - a consequence of the shareholder-centred vision that persists in company law. The roles of those responsible for providing corporate reports and those entitled to receive such information are examined. The book concludes with some broad suggestions for future development, with particular focus on the need to recognize the relevance of the communicative role of corporate reporting. The use of new technology also presents both challenges and opportunities for improving the regime.

Business reporting in a post-apocalypse global marketplace Clearly, now is the time for creating an effective business-reporting model appropriate for the markets of the twenty-first century. Rather than start from scratch after the Enron-Andersen fiasco, two leading consultants from PricewaterhouseCoopers present a plan that supplements the current model, one in which executives, accountants, analysts, investors, regulators, and other stakeholders can truly embrace the spirit of transparency. The Future of Corporate Reporting highlights the best practices for global financial reporting, explaining the concept of "performance auditing," which focuses on the real performance of the business as opposed to technical adherence to GAAS. Eccles and Masterson also discuss the pros and cons of GAAP v. IAS, present new approaches to reforming financial reporting, and outline a twenty-first-century model of accounting that will improve markets and benefit shareholders.

1. Regulatory framework -- 2. Registration and its effects -- 3. Types of companies -- 4. Constitution and replaceable rules -- 5. The company's relations with outsiders -- 6. Promoters and pre-registration contracts -- 7. Fundraising -- 8. Share capital -- 9. Membership -- 10. Dividends -- 11. Debentures and loan capital -- 12. Directors -- 13. Corporate governance and duties of directors -- 14. Shareholders' meetings -- 15. Financial reporting and disclosure -- 16. Auditors -- 17. Members' remedies -- 18. Takeovers -- 19. Financial services and markets -- 20. Managed investments -- 21. ASIC investigation powers -- 22. Corporate insolvency -- 23. Receivership -- 24. Voluntary liquidation -- 25. Liquidation.

In reaction to the recent financial crisis and corporate failures at the beginning of the millennium, the emphasis of the business community in corporate governance has shifted towards internal control and risk management issues. As a result, risk management discussion has reached an unprecedented level for academics and practitioners alike. This international, multidisciplinary book provides a comprehensive overview of the risk management landscape, encompassing its challenges and problems and taking stock of its influence on both companies and society as a whole. The eminent contributors review historical and current provisions relating to internal control and risk management in Europe and in the USA. They address the interconnected consequences of the necessity of risk management, and illustrate that a comprehensive approach needs to be further improved. The pros and cons of both the rule-based and the principle-based approaches are analysed, showing that the latter makes it more feasible for sound business practices to be combined with strategic company goals, and for the relationship between entrepreneurial risk taking and sound risk governance management to be in equilibrium. The book also presents a balanced supervision framework, which both promotes prevention of excessive risk taking and tackles risk failure.

This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.

This edited collection explores transparency as a key regulatory strategy in European business law. It examines the rationales, limitations and further perspectives on transparency that have emerged in various areas of European law including corporate law, capital markets law and accounting law, as well as other areas of law relevant for European (listed) stock corporations. This book presents a clear and accurate picture of the recent reforms in the European transparency regime. In doing so it endorses a multi-dimensional notion of transparency, highlighting the need for careful consideration and contextualisation of the transparency phenomenon. In addition, the book considers relevant enforcement mechanisms and discusses the implications of disparate enforcement concepts in European law from both the private and public law perspectives. Written by a team of distinguished contributors, the collection offers a comprehensive analysis of the European transparency regime by discussing the fundamentals of transparency, the role of disclosure in European business law, and related enforcement questions.