Books in the Law Practitioner Series series

This book goes beyond the 'what and how' of corporate governance to explore the impact and benefits of good governance for companies and their investors. The book looks to dispel the belief that governance is a burden on companies by demonstrating the contribution it makes to board effectiveness and performance.

This second volume contains reports of the implementation of the Prospectus Directive in those EU and EEA Member States not included in the first volume. Together, the two volumes give the reader an overview of the implementation throughout the European Union and the European Economic Area.

The Council Directive of 21 April 2004 sets forth the general principles applicable to takeover bids. This book discusses the Directive and its implementing rules in each Member State of the European Union and the European Economic Area.

Electronic signatures are ubiquitous. Anyone sending an e-mail or using a credit card uses one. They can have a bearing on all areas of law, and no lawyer is immune from having to advise clients about their legal consequences. This third edition provides an exhaustive discussion of what constitutes an electronic signature, the forms an electronic signature can take and the issues relating to evidence, formation of contract and negligence in respect of electronic signatures. Case law from a wide range of common law and civil law jurisdictions is analysed to illustrate how judges have dealt with changes in technology in the past and how the law has adapted in response.

Robert Meakin, a former Charity Commission lawyer, outlines the requirements for qualifying as a charity as defined by the Charities Act 2006, identifies the reasons why charitable status might be removed by the Charity Commission and examines the likely effect of the independent Charity Tribunal on the appeals process.

Regulatory and market developments have transformed the way in which UK private sector pension schemes operate. This has increased demands on trustees and advisors and the trusteeship governance model must evolve in order to remain fit for purpose. This volume brings together leading practitioners to provide an overview of what today constitutes good governance for pension schemes, from both a legal and a practical perspective. It provides the reader with an appreciation of the distinctive characteristics of UK occupational pension schemes, how they sit within the capital markets and their social and fiduciary responsibilities. Providing a holistic analysis of pension risk, both from the trustee and the corporate perspective, the essays cover the crucial role of the employer covenant, financing and investment risk, developments in longevity risk hedging and insurance de-risking, and best practice scheme administration.

The Energy Charter Treaty has come of age, with almost 50 States parties and a small but growing body of arbitral case law. In this new study of the Treaty's investment protection provisions, Thomas Roe and Matthew Happold set out to identify and explain the Treaty's principal provisions and to suggest answers to some of the difficult problems thrown up by its drafting. They discuss in detail questions such as the standards of protection granted by the Treaty and the international responsibility of States for breaches of the Treaty, the various procedures available for the vindication of rights under the Treaty and the conditions to be satisfied before a claimant's complaint may be considered on the merits. Specific issues addressed include the impact of EU law on claims under the Treaty and the Treaty's provisions concerning taxation.

Good quality non-executive directors are essential to good corporate governance. They bring a wealth of experience to the boardroom, and together with their fellow board members they are responsible for the company's annual report and accounts. However, very few are trained accountants. This volume explains the key elements of a listed company's annual report and accounts. Part I explains the difference between profit and cash flows, the accounting profession, the international harmonisation of accounting rules, the origins of the rules governing the preparation of accounts, the regulation of financial reporting and the overarching principles behind accounting rules. Part II discusses issues relevant to listed companies: mergers and acquisitions; earnings per share; realised and distributable profits; financial instruments; and other key topics. An appendix sets out 50 questions, linked to the chapters, which non-executive directors might like to ask at meetings of the board and audit committee.

Negotiating and agreeing executive contracts requires an understanding of areas as diverse as valuation, employment law, tax and accounting. Covering the appointment of UK executives under contracts governed by UK law, this volume of essays is intended to help anyone involved in the appointment and termination process.

The Markets in Financial Instruments Directive (MiFID) is a detailed re-writing of the regulation of capital markets. To the extent those rules permit, the Financial Services Authority (FSA) is also introducing high-level 'principles-based regulation'. In response to this, Paul Nelson presents practical guidance on the regulation of the capital markets, ranging from new issues and IPOs to investment banking, broker-dealing and asset management. All laws and rules relevant to the regulation of the capital markets are explained and put into context within the economic operation of markets, institutions and products, the European Single Market, the FSA's policies and objectives, the historical evolution of the regulations and the general civil and criminal law. Drawing on 30 years' experience as a practitioner, and referring to a vast range of supporting materials, the author provides an insightful analysis and critique of the rules, the rule makers and the institutions.

This overview of the legislation as applicable in all countries of the European Union and European Economic Area is a useful tool for comparative studies and for understanding the implementation of an EC Directive or EC Regulation in a specific Member State.

This overview of a complex and often misunderstood subject takes the reader through the issues that are faced throughout the life cycle of a private equity investment, from the identification of an opportunity, through the various stages of the transaction and the lifetime of the investment, to the eventual exit by the investor. The analysis of key documentation and legal issues covers company law, employment law, pensions, taxation, debt funding and competition law, taking into account recent legal developments such as the Companies Act 2006, the recent emergence of private equity in the UK and the challenges faced by the industry as a result of the financial crisis.

This book gives an understanding for non-Europeans of all the rules applicable on the publication of a prospectus for a public offer of securities. The book contains a comprehensive table of contents, the text of the European Directive and a list of national implementing laws.

This overview of the legislation as applicable in all countries of the European Union and European Economic Area is a useful tool for comparative studies and for understanding the implementation of an EC Directive or EC Regulation in a specific Member State.

The Council Directive of 21 April 2004 sets forth the general principles applicable to takeover bids. This book discusses the Directive and its implementing rules in each Member State of the European Union and the European Economic Area.