CORPORATE LAW, CORPORATE GOVERNANCE & FINANCIAL LAW 30 CELEBRATING YEARS OF INDEPENDENT PUBLISHING 2017 New Titles & Selected Backlist www.e-elgar.com www.elgaronline.com www.elgarblog.com Corporate Governance NEW NEW Corporate Governance, The Firm and Investor Capitalism Corporate Accountability The Role and Impact of Non-Judicial Grievance Mechanisms Legal-Political and Economic Views Alexander Styhre, University of Gothenburg, Sweden The shift from managerial capitalism to investor capitalism, dominated by the finance industry and finance capital accumulation, is jointly caused by a variety of institutional, legal, political, and ideological changes, beginning with the 1970s’ downturn of the global economy This book traces how the incorporation of businesses within the realm of the state leads to both certain benefits, characteristic of competitive capitalism, and to the emergence of new corporate governance problems emerges Contrasting economic, legal, and managerial views of corporate governance practices in contemporary capitalism, the author examines how corporate governance has been understood and advocated differently during the New Deal era, the post-World War II economic boom, and after 1980 in the era of free market advocacy Oct 2016 296 pp Hardback 978 78536 401 £85.00 Elgaronline 978 78536 402 Karin Lukas, Barbara Linder, Ludwig Boltzmann Institute of Human Rights, Astrid Kutrzeba, Kpunkt Training GmbH and Claudia Sprenger, Ludwig Boltzmann Institute of Human Rights, Austria Whilst many of us would agree that human rights are more important than corporate profits, the reality is often different; such realities as child labour and environmental destruction caused by corporate activities make this patently clear Recognising that balancing human rights and business interests can be problematic, Corporate Accountability considers the limits of existing complaint mechanisms and examines non-judicial alternatives for conflict resolution Nov 2016 c 432 pp Hardback 978 78643 192 c £100.00 Elgaronline 978 78643 193 New Perspectives on the Modern Corporation series Human Rights and Corporate Wrongs NEW Closing the Governance Gap Research Handbook on Transnational Corporations Simon Baughen, Swansea University, UK Edited by Alice de Jonge, Monash University, Australia and Roman Tomasic, University of South Australia and Durham Law School, UK Transnational corporations (TNCs) have moved to the forefront of regulatory governance both within states and in the international arena The Research Handbook on Transnational Corporations provides expert background commentary and up-to-date insights into regulatory frameworks impacting on TNCs at global, industry and national levels Written by global experts in their field, this unique collection of essays provides in-depth understanding of how the forces of globalisation affect the world’s largest corporations, and how those corporations, in turn, shape globalisation Jan 2017 c 456 pp Hardback 978 78347 690 c £140.00 Elgaronline 978 78347 691 ‘This book will be an important resource for scholars and practitioners alike in the emerging field of business and human rights Simon Baughen’s careful and comprehensive analysis of the US and UK case law on corporate responsibility for human rights abuses is invaluable.’ – Claire Methven O’Brien, The Danish Institute for Human Rights 2015 304 pp Hardback 978 85793 475 £80.00 Elgaronline 978 85793 476 Corporations, Globalisation and the Law series Corporate Social Responsibility, Private Law and Global Supply Chains Research Handbooks on Globalisation and the Law series NEW IN PAPERBACK Andreas Rühmkorf Research Handbook on Transparency 2015 288 pp Hardback 978 78347 749 £80.00 Elgaronline 978 78347 750 Corporations, Globalisation and the Law series Edited by Padideh Ala’i and Robert G Vaughn, American University Washington College of Law, US Enhancing Firm Sustainability Through Governance ‘”Transparency” has multiple, contested meanings This broad-ranging volume accepts that complexity and thoughtfully contrasts alternative views through conceptual pieces, country cases, and assessments of policies – such as freedom of information laws, whistleblower protections, financial disclosure, and participatory policymaking procedures.’ The Relational Corporate Governance Approach Francesco de Zwart – Susan Rose-Ackerman, Yale University Law School, US 2014 432 pp Hardback 978 78100 793 £140.00 2016 Paperback 978 78347 785 £40.00 Elgaronline 978 78100 794 2015 464 pp Hardback 978 78471 551 £100.00 Elgaronline 978 78471 552 Corporations, Globalisation and the Law series Elgar Research Reviews www.elgaronline.com Exclusively on Elgaronline as part of our eBook collections Research Reviews are exclusive to Elgaronline as part of our eBook collections Each one consists of a detailed article authored by a leading expert that outlines the field of research, and a list of their recommended readings The content is fully referenced and searchable, with smart linking to locate resources in your library, on publisher platforms, repositories, the open web and Google Scholar Research Reviews are available in print in the form of our Research Collections Each Research Collection is a single print work that includes an introduction by the editor and, in addition, the full text of recommended readings To order, telephone: +44 1235 465500 I • • • • • • Save up to 20% at www.e-elgar.com World renowned experts research and select the most important readings Detailed essays written by experts outline the evolution of the disciplines Saves days of preliminary research Quickly find resources, discover alternative versions Share and print articles and export citations Ideal for use in courses or for course preparation I To get email updates: subscribe@e-elgar.co.uk Corporate Law NEW KEY TITLE Comparative Insolvency Law Limited Liability The Pre-pack Approach in Corporate Rescue A Legal and Economic Analysis Stephen M Bainbridge, University of California, Los Angeles and M Todd Henderson, University of Chicago, US Bo Xie, University of Dundee, UK ‘Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors with range, depth, confidence and even a bit of panache This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.’ – Stephen B Presser, Northwestern University and author of Piercing the Corporate Veil ‘The focus of this text is on the pre-pack strategy, but the author sensibly locates this analytical spotlight within the broader environment of corporate insolvency law, particularly the rescue context Bo Xie engages fully with the heated debate(s) associated with pre-packs and supports her analysis with extensive underpinning research drawn from scholarly literature, practitioner insights and policy documents The work is lucid and comprehensive with a strong comparative element Deserving of wide readership, It is an essential primary point of reference for any future discourse within the field.’ – David Milman, Lancaster University, UK Nov 2016 c 328 pp Hardback 978 78100 737 £95.00 Elgaronline 978 78100 738 2016 c 336 pp Hardback 978 78347 302 £90.00 Elgaronline 978 78347 303 Research Handbook on Mergers and Acquisitions NEW KEY TITLE Edited by Claire A Hill, University of Minnesota Law School and Steven Davidoff Solomon, University of California, Berkeley, School of Law, US European Insolvency Law Reform and Harmonisation Gerard McCormack, Andrew Keay and Sarah Brown, University of Leeds, UK ‘This is an important and timely document which will serve as a highly valuable resource and reference point for many types of user in the years to come The comprehensive coverage of the insolvency laws of all current Member States of the EU, plus the two comparator jurisdictions, on the key topics selected for analysis provides the most complete picture of the current state of law and practice to have been compiled The involvement of national experts from all the jurisdictions surveyed ensures that this study is both authoritative and reliable, as well being commendably up-to-date (to the closing weeks of 2015) The numerous comparative tables, giving accessible insight into the workings of so many diverse jurisdictions “at a glance”, backed up by detailed textual analysis and comment, combine to deliver a vital reference tool for policy reformers and legislators, as well as for scholars and researchers exploring the areas of business failure and insolvency, and consumer over-indebtedness, in an increasingly globalised and inter-connected world.’ – Ian Fletcher, University College London, UK Jan 2017 c 464 pp Hardback 978 78643 330 c £105.00 Elgaronline 978 78643 331 – Jennifer Hill, The University of Sydney, Australia 2016 496 pp Hardback 978 78471 147 £150.00 Elgaronline 978 78471 148 Research Handbooks in Corporate Law and Governance series NEW IN PAPERBACK Research Handbook on Directors’ Duties Edited by Adolfo Paolini, University of Buckingham Law School, UK RESEARCH COLLECTION Economics of Corporate Law Edited by Claire A Hill and Brett H McDonnell, University of Minnesota Law School, US Scholarly analysis of corporate law in the United States has come to be dominated by an economic approach Professor Hill and Professor McDonnell here draw together seminal articles which represent major milestones along the road that economics has traveled in coming to play this central role in corporate law scholarship The focus is on the analysis of corporate law, drawing mainly upon legal scholarship and particularly on US scholarship, which is the originator of the application of modern economic analysis to corporate law and has had much influence in other countries 31 articles, dating from 1931 to 2006 Contributors include: L.A Bebchuk, A.A Berle, Jr., B.S Black, H Hansmann, R Kraakman, H Manne, M.J Roe, R Romano, O Williamson Series no 50 Two volume set 2016 1,600 pp Hardback 978 78536 148 £485.00 Directors’ duties and liabilities have become the centre of a general legal discussion following the 2008 financial scandal that resulted in global recession Questions have arisen regarding the ways in which the directors of the world’s major financial institutions have handled their duties and how their decisions have impacted investors, shareholders and consumers This detailed Handbook discusses the nature of the relationship between a company and its directors, assessing issues such as how duties are discharged, liabilities that may arise and what interests directors should consider before embarking on commercial ventures 2014 384 pp Hardback 978 78100 440 £130.00 2016 Paperback 978 78471 151 £35.00 Elgaronline 978 78100 441 Research Handbooks in Corporate Law and Governance series Research Handbook on Shareholder Power Edited by Jennifer G Hill and Randall S Thomas 2015 640 pp Hardback 978 78254 684 £220.00 Elgaronline 978 78254 685 Economic Approaches to Law series Elgaronline 978 78536 149 Digital version available exclusively on Elgaronline as a Research Review For more details see page To order, telephone: +44 1235 465500 ‘In this book, a group of eminent scholars brings takeovers back to the forefront of corporate governance debate The book examines M&A from a range of perspectives – historical, economic, legal, transactional and comparative It pays particular attention to how legal doctrine affects M&A deals in the real world, and assesses the impact of contemporary developments, such as the rise of shareholder activism Highly recommended for all those interested in corporate governance generally, and M&A in particular.’ I Research Handbooks in Corporate Law and Governance series Save up to 20% at www.e-elgar.com I To get email updates: subscribe@e-elgar.co.uk Corporate Law Banking & Financial Law Joint Venture Strategies KEY TITLE Yeowart and Parsons on the Law of Financial Collateral Design, Bargaining, and the Law Geoffrey Yeowart, Hogan Lovells International LLP and Robin Parsons, Sidley Austin LLP with Edward Murray, Allen & Overy LLP and Hamish Patrick, Shepherd and Wedderburn LLP, UK Zenichi Shishido, Hitotsubashi University, Munetaka Fukuda, Solar Frontier and Masato Umetani, Fuji Xerox Co Ltd, Japan ‘Written by exceptionally experienced practitioners in the field of finance, this enormously expert work is the ultimate answer to all questions anybody could ask about the law of financial collateral in England and Scotland, a stupendous achievement.’ – Philip R Wood, CBE, QC (Hon), Special Global Counsel, Allen & Overy LLP, London, UK ‘Joint Venture Strategies: Design, Bargaining, and the Law is a thoughtful approach to negotiating workable joint ventures Significant detail is devoted to performing appropriate preparatory activities to improve the range of terms that could be considered in forging contractual agreements The book sets realistic expectations for firms who might cooperate with partners by delineating the pitfalls of venturing and anticipating the posturing of potential parties with the objective of creating synergistic returns for all Company examples inform their explanations of how to structure controls and share the benefits of working with partners Special detail is devoted to the needs of venture capital and private equity investors The book is necessary homework to be read before courting attractive opportunities through joint ventures.’ 2016 904 pp Hardback 978 78254 631 £225.00 Elgaronline 978 78254 632 Elgar Financial Law and Practice series NEW Bank Funding, Liquidity, and Capital Adequacy International Investment Law and the Global Financial Architecture Edited by Christian J Tams, University of Glasgow, UK, Rainer Hofmann, University of Frankfurt, Germany and Stephan W Schill, University of Amsterdam, the Netherlands A Law and Finance Approach José Gabilondo, Florida International University, US – Kathryn Rudie Harrigan, Columbia Business School, US 2015 320 pp Hardback 978 78347 503 £90.00 Elgaronline 978 78347 504 ‘One of this book’s greatest accomplishments is showing why banks still matter: they provide a useful lens for truly understanding our financial system This book will be indispensable for anyone interested in how banks fund their operations But it will be of equal interest to those who want to understand what led to the financial crisis of 2007–2009 and how we may go about trying to prevent or at least soften the next one.’ Company Law in China Regulation of Business Organizations in a Socialist Market Economy – Manuel Utset, Florida State University, US Oct 2016 c 176 pp Hardback 978 78347 916 £65.00 Elgaronline 978 78347 917 JiangYu Wang 2014 416 pp Hardback 978 84980 572 95.00 2015 Paperback 978 78347 635 £35.00 Elgaronline 978 84980 573 Shadow Banking in China Shen Wei, Shandong University Law School, China ‘Shadow banking has become one of the most important areas of study in domestic and international finance China’s sector is recognised as particularly significant, not least because of its size, and potential to destabilise This work by a leading scholar contains a detailed factual explanation of the sector, and places it in the context of China’s financial and regulatory system as a whole The book is a valuable source of information and analysis that will provide a solid basis for practitioners, regulators and academics alike.’ 2014 264 pp Hardback 978 78254 928 £75.00 Elgaronline 978 78254 929 Elgar Financial Law series Elgar is one of the first academic book publishers to be included in Scopus Scopus is the largest abstract and citation database of peer-reviewed literature At launch, Elgar titles accounted for almost 2,000 of the 25,000 books included – Michael Waibel, University of Cambridge, UK Feb 2017 c 384 pp Hardback 978 78536 887 c £95.00 Elgaronline 978 78536 888 Frankfurt Investment and Economic Law series Edited by Barry Rider, University of Cambridge, UK Risk, Regulation and Policy Jay Cullen ‘This timely book examines how investment law rubs up against the global financial architecture The tension between state regulatory autonomy and the review of states’ measures by investment tribunals is often acute For policymakers the stakes are particularly high The book offers an admirable and comprehensive exploration of how these two regimes with very different rationales interact.’ Research Handbook on International Financial Crime Elgar Financial Law series Executive Compensation in Imperfect Financial Markets To order, telephone: +44 1235 465500 NEW – Sir William Blair, Justice of the Queen’s Bench Division, Commercial Court, President of the Board of Appeal of the European Supervisory Authorities ‘Monumental and magisterial are fitting descriptions for this book The editor and contributors provide extensive knowledge and authoritative insight into the ever-burgeoning field of financial and economic crimes With in-depth coverage on a national and international scale of topics such as fraud, financial and market governance, corruption, money laundering, and civil and criminal processes, this book delivers a compendious guide for scholars, policymakers and practitioners everywhere, as well as an unrelenting warning about embedded societal risks of insecurity and instability.’ – Clive Walker, School of Law, University of Leeds, UK 2015 864 pp Hardback 978 78347 578 £215.00 Elgaronline 978 78347 579 Research Handbooks in Financial Law series 2016 480 pp Hardback 978 78471 676 £110.00 Elgaronline 978 78471 677 I Save up to 20% at www.e-elgar.com I To get email updates: subscribe@e-elgar.co.uk Banking & Financial Law Takaful and Islamic Cooperative Finance RESEARCH COLLECTIONS Economics of Securities Law Challenges and Opportunities Edited by Geoffrey P Miller, New York University, School of Law, US Edited by S Nazim Ali, Hamad Bin Khalifa University, Qatar and Shariq Nisar, ITM Business School, Mumbai, India Bringing together the most important articles from leading authors in the field, Professor Geoffrey P Miller’s new collection, Economics of Securities Law, is an essential resource for students, policymakers, and those interested in the history and current status of the subject The papers included represent fundamental contributions that shaped later thinking, illustrate approaches that have proven durably influential, or represent important challenges to conventional views The collection also explores new approaches, such as behavioral economics, alongside ‘Chicago School’ papers, comparative analyses, and influential works by people involved in the creation of laws governing modern securities markets 38 articles, dating from 1933 to 2014 Contributors include: L.A Bebchuk, J.C Coffee, Jr., D.W Diamond, F.H Easterbrook, E.F Fama, D.R Fischel, M.C Jensen, W.F Sharpe, R.J Shiller, G.J Stigler, J.L Stiglitz Series no 49 Two volume set 2016 1,616 pp Hardback 978 78347 181 £485.00 Economic Approaches to Law series Elgaronline 978 78536 665 Digital version available exclusively on Elgaronline as a Research Review For more details see page ‘This volume is probably the first of its kind in which the topic of takaful – often neglected by literature – is dealt with in a comprehensive fashion by leading academics and practitioners The strength of the volume stems from its discussion of the ideas of mutuality and cooperatives, legal and regulatory frameworks, and the potential for takaful in social finance with a view towards sustainable development Professors Ali and Nisar deserve congratulations for making this important and significant contribution to the literature on takaful.’ – Zamir Iqbal, The World Bank Global Islamic Finance Development Center, Turkey 2016 384 pp Hardback 978 78536 335 £95.00 Elgaronline 978 78536 336 Studies in Islamic Finance, Accounting and Governance series Research Handbook on Crisis Management in the Banking Sector Edited by Matthias Haentjens and Bob Wessels, Leiden University, the Netherlands ‘This volume is the definitive work on banking sector crisis management It covers all recent legislative developments and it provides cognate analysis by leading experts on matters covering the whole spectrum of bank crisis management, ranging from early intervention and provision of emergency liquidity assistance by the central bank to group resolution and the workings of the Single Resolution Mechanism Additionally, country reports of all major jurisdictions such as Australia, the US, UK, Germany, Japan and China provide comprehensive overviews of the current state It will prove an invaluable companion to all those seeking to demystify this most complex area of legal and regulatory practice.’ – Emilios Avgouleas, University of Edinburgh, UK Economics of Financial Law Edited by Geoffrey P Miller, New York University, School of Law, US Covering the most important areas of the subject, such as financial crises, the nature of the banking firm, and issues in bank regulation, Economics of Financial Law is a comprehensive collection of the papers that have shaped the field of financial law The original introduction by editor Professor Miller provides a thorough and authoritative examination of the material and, together with the articles included, will prove to be an invaluable resource for academics and practitioners alike 41 articles, dating from 1977 to 2013 Contributors include: V Acharya, A Alesino, B.S Bernanke, C Calomiris, D Diamond, M Gertler, C Goodhart, M Hellwig, R Rajan, L.H Summers Series no 48 Two volume set 2016 1,584 pp Hardback 978 78347 182 £485.00 Economic Approaches to Law series Elgaronline 978 78536 505 Digital version available exclusively on Elgaronline as a Research Review For more details see page NEW IN PAPERBACK 2015 640 pp Hardback 978 78347 422 £195.00 Elgaronline 978 78347 423 Research Handbooks in Financial Law series The Law on Corporate Governance in Banks Iris H-Y Chiu and Michael McKee, with contributions from Anna P Donovan, Rod Edmunds, Andreas Kokkinis, John Lowry, Marc T Moore, Arad Reisberg, Georgina Tsagas and Edward Walker-Arnott 2015 384 pp Hardback 978 78254 885 £135.00 Elgaronline 978 78254 886 Research Handbook on Secured Financing in Commercial Transactions Elgar Financial Law and Practice series Edited by Frederique Dahan, European Bank for Reconstruction and Development ‘No single-volume publication brings together as many diverse and stimulating perspectives on secured financing law as does this Research Handbook Its great strengths are asking hard questions and recognizing how difficult reform is Contributors report on what works (and what doesn’t), drawing on evidence from legal systems less often studied in this context (e.g., Brazil, Morocco) I cannot imagine a researcher in the field who would not be intrigued by analysis of such issues as access of women to secured financing, constraints Shari ah places on use of security devices, and reasons for Russia’s meandering path to modernization.’ – Peter Winship, Southern Methodist University, Dedman School of Law, US 2015 544 pp Hardback 978 78100 183 £150.00 Dec 2016 Paperback 978 78643 654 c £45.00 Elgaronline 978 78100 184 Research Handbook on Sovereign Wealth Funds and International Investment Law Edited by Fabio Bassan 2015 456 pp Hardback 978 78195 519 £140.00 Elgaronline 978 78195 520 Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations Edited by Robert W Hillman and Mark J Loewenstein 2015 520 pp Hardback 978 78347 439 £180.00 Elgaronline 978 78347 440 Research Handbooks in Financial Law series Research Handbooks in Corporate Law and Governance series To order, telephone: +44 1235 465500 I Save up to 20% at www.e-elgar.com I To get email updates: subscribe@e-elgar.co.uk The online content platform for Edward Elgar Publishing We have major subject collections in Law, Economics, Business & Management and Social & Political Science www.elgaronline.com FREE trial access for your library! 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Globalisation and the Law series Corporate Social Responsibility, Private Law and Global Supply Chains Research Handbooks on Globalisation and the Law series NEW IN PAPERBACK Andreas Rühmkorf Research Handbook... particular.’ I Research Handbooks in Corporate Law and Governance series Save up to 20% at www.e-elgar.com I To get email updates: subscribe@e-elgar.co.uk Corporate Law Banking & Financial Law Joint Venture... Elgaronline 978 78100 441 Research Handbooks in Corporate Law and Governance series Research Handbook on Shareholder Power Edited by Jennifer G Hill and Randall S Thomas 2015 640 pp Hardback