The Comparative Law Yearbook Of International Business 2007

The current volume of the Comparative Law Yearbook of International Business addresses a variety of issues relating to the regulation of business entities and investment, as well as a range of general issues. In the fields of business entities and investment, practitioners from Panama, Brazil, Chile, Russia, Gibraltar, Canada, Singapore, Romania, Indonesia, and Hong Kong examine protection of minority shareholders, antitrust and competition law, securities regulation, corporate taxation, fund administration and management, joint ventures, protection of foreign investment, regulation of mutual funds, and corporate governance. Commentators from Nigeria, the United States, Japan, Spain, and The Netherlands also review issues relating to copyright and trade mark protection, court jurisdiction, insolvency, and telecommunications.

The Comparative Law Yearbook of International Business, in its 2007 edition, treats two major topic areas: litigation and dispute resolution and banking and finance. The litigation and dispute resolution section examines various issues relating to international arbitration, such as the status of non-signatories, the employment of electronic discovery, the use of expert evidence, and costs. It further surveys the recognition of enforcement of foreign judgments in Italy, developments in litigation in Australia, Anton Pilar Orders and Internet defamation, and Italian conflict-of-law rules. The banking and finance section of the Yearbook examines Austrian capital maintenance rules, bank secrecy in Israel, and broker-dealer and investment banking strategies. Miscellaneous articles deal with Mexicoand’s commercial bankruptcy law, Slovakiaand’s new bankruptcy legislation, trade marks and the Madrid Protocol, trade mark registration in Hong Kong, franchising in Italy, data protection, Spanish antitrust legislation, and cartel enforcement in Australia.

The Comparative Law Yearbook of International Business, published under the auspices of the Center for International Legal Studies, in this 43rd volume spans an arc of timely and challenging concerns for business law practitioners and academics alike. It discusses: how arbitrability of intellectual property rights disputes might improve worldwide IPR enforcement; how the “disregard of legal entity” may be used to establish implied consent by a person or entity that is not a signatory to an arbitration agreement; how an effective cross-border insolvency framework under the Indian insolvency and bankruptcy code can borrow from the UNCITRAL Model Law’s and other jurisdictions’ approaches to the tension between “universality” and “territoriality”; how a promising new mediation act for Pakistan may help resolve a backlog of millions of cases in a jurisdiction with a patchwork of traditional and modern alternative dispute resolution mechanisms; how the European Union seeks to balance the taxation of digital services; how Brazil is addressing the taxation of offshore indirect transfers; how private equity capital structures in the unique market of professional sports create opportunities as well as risks; how Securities Market Regulation theory plays a role in the organization and development of active securities markets, particularly in emerging markets; and how non-signatories can be bound by arbitration agreements in Brazil through “disregard of legal entity” to ascertain implied consent. The authors are practitioners and academics from Brazil, England, France, India, Pakistan, Singapore, the United States and Uzbekistan. They offer a broad and diverse perspective on some of today’s pressing business law issues in a shrinking world.

With this edition of the Comparative Law Yearbook of International business, experienced practitioners examine a wide range of issues relating to corporate and investment law in Taiwan, Serbia, Switzerland, Japan, Greece, Germany, and the European Union, deal with franchising issues in Ukraine, Spain, Italy, and the review aspects of Internet governance and liability. In the Miscellaneous section of the Yearbook, practitioners review bankruptcy and insolvency in Arab countries, employment of expatriates in Nigeria, exchange controls in Venezuela, regulation of natural gas markets in Greece, and insurance mediation in Spain.

Shareholder liability was once discussed only in terms of liability for the debts of the corporation in which the shareholders hold interest. That is now a shifting scene, influenced in the main by the emergence of shareholder activism and derivative litigation, with its attendant increase of risk for officers and directors, and “fee shifting” provisions in corporate bylaws, allowing corporations to seek legal fees from unsuccessful shareholder plaintiffs. In this edition of the Comparative Law Yearbook for International Business, practitioners from 10 jurisdictions examine recent developments in shareholder liability. The introductory chapter “Liability of Shareholders in Modern Company Law”, sets the stage for reports from Argentina, Belgium, Brazil, Croatia, Germany, Indonesia, Mexico, Portugal, and the United States.

The thirty-seventh issue of the Comparative Law Yearbook of International Business examines current issues and developments under the broad headings of finance and investment, corporate law, contracts, and dispute resolution. In the finance and investment section, practitioners examine issues relating to the recapitalization of Greek systemic banks, foreign investment in Brazil's healthcare sector, and Spain's Venture Capital Act. The acquisition of companies in Peru and the "responsible corporate officer" doctrine are examined in the corporate law section. In the contracts section, lawyers discuss remedies for breach of contract in Brazil, Italian contractual aspects of cloud computing, incorporating UNIDROIT principles into international commercial contracts, and setting up distribution channels in Brazil. Four subject areas are considered under the dispute resolution heading: expert determination in merger and acquisition disputes, the enforcement of international arbitral and judicial decisions, the recognition and execution of foreign arbitral awards in Cyprus, and investor-state arbitrations.

This edition of the Comparative Law Yearbook of International Business provides a general examination of issues vital to the world’s economic recovery. In the field of company law, practitioners examine changes in Russia’s corporate law and the new Ukrainian law governing joint-stock companies. In the area of competition law, lawyers review Serbia and Bulgaria’s new laws on the protection of competition and the private enforcement of Articles 101 and 102 in Europe’s national courts. Dispute resolution occupies two chapters, one dealing with best practices for drafting arbitration clauses and the other set aside, recognition, and enforcement of private commercial arbitration awards. A further two chapters treat employment and labor matters relating to distribution and commercial representation, indemnity upon termination, and processing personal data in the employment context of Hungary. In the area of financial services, practitioners from five jurisdictions deal with fiduciary duty, the European Commission’s proposed Directive on Alternative Investment Fund Managers, Swiss disclosure rules on significant shareholdings, restructuring and refinancing routes for mortgage-secured debt in Spain, and insurance laws and regulations in Nigeria. Foreign investment is examined by two authors, reporting on 2008 and 2009 developments in investment treaty disputes and foreign investment in Indonesia. Intellectual property issues are reviewed in chapters relating to the use of intellectual property as collateral in secured financing and intellectual property licensing in Canada. Finally, lawyers treaty a variety of other issues, including the tax law of Liechtenstein, European Union-Israel trade in the automobile sector, insolvency risk and creditors’ rights in Peru, the modernizing of trust law in Hong Kong and bridging cultural differences in international Transactions.