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Articles 31 - 55 of 55
Full-Text Articles in Law
Corporatization And Privatization: A Chinese Perspective, Yuwa Wei
Corporatization And Privatization: A Chinese Perspective, Yuwa Wei
Northwestern Journal of International Law & Business
Although the enterprise reform in China has its own causes, it conforms to the current movement of commercializing public enterprises in a global sense. Thus, over the course of its enterprise reform, China has the advantage of drawing lessons and gaining wisdom from the experience of other jurisdictions. Consequently, China may achieve two goals, commercializing its public sector and standardizing the practice of its corporatized enterprises, at the same time. Meanwhile, the Chinese enterprise reform will provide an interesting case for comparative study, since the country is pioneering a different path in the process of corporatizing and privatizing its public …
Getting From Salbu To The Tipping Point: The Role Of Corporate Action Within A Portfolio Of Anti-Corruption Strategies, Thomas W. Dunfee, David Hess
Getting From Salbu To The Tipping Point: The Role Of Corporate Action Within A Portfolio Of Anti-Corruption Strategies, Thomas W. Dunfee, David Hess
Northwestern Journal of International Law & Business
Salbu's "big questions" identify core issues for scholars on bribery and corruption. Salbu asks: (1) when may it be ethical to pay a bribe, (2) whether the Foreign Corrupt Practices Act's ("FCPA") provisions on "routine government action" permit us to distinguish between appropriate and inappropriate facilitative payments, (3) whether non-governmental organizations ("NGOs") should supplant the role of governments in fighting corruption, and (4) whether corporate principles can have an impact in the fight against corruption. Our focus is primarily on the latter question, but encompasses all of them. Implicit in Salbu's list is the question of whether a single magic …
Development Of North Korea's Legal Regime Governing Foreign Business Cooperation: A Revisit Under The New Socialist Constitution Of 1998 , Eric Yong-Joong Lee
Development Of North Korea's Legal Regime Governing Foreign Business Cooperation: A Revisit Under The New Socialist Constitution Of 1998 , Eric Yong-Joong Lee
Northwestern Journal of International Law & Business
A primary purpose of this article is to examine the formation of North Korea's legal regime governing foreign business cooperation and its evolution in the post-Kim Il Sung era. Since initiating its open-door policy in the early 1990s, North Korea has developed the legal framework for external economic cooperation. The Law of the Democratic People's Republic of Korea ("DPRK") on Foreign Investment of 1992 and its 1999 revision has especially represented North Korea's legal and policy direction towards inducing foreign capital investment, as well as establishing a legal basis for the following laws and regulations in this field. The main …
A Role For The Wto In International Merger Control, Andre Fiebig
A Role For The Wto In International Merger Control, Andre Fiebig
Northwestern Journal of International Law & Business
Although this paper follows on those new proposals, and addresses many of the same problems, the international merger control regime proposed here fundamentally differs in its approach. Although there is certainly a beneficial role for an international institution in merger control, the current proposals are too ambitious. Instead of focussing on the allocation of cross-border transactions, this paper suggests that the focus should be on the cases which present no treat to competition, and yet are scrutinized by several different national competition law regulators. An international institution, probably within the framework of the World Trade Organization ("WTO"), should be created …
The Treatment Of Global Mergers: An Australian Perspective, S.G. Corones
The Treatment Of Global Mergers: An Australian Perspective, S.G. Corones
Northwestern Journal of International Law & Business
The purpose of this article is to examine some recent global mergers from an Australian perspective. The article begins by considering the administrative tribunal and Court structure in Australia, as well as the procedural, substantive. and remedial aspects of Australian laws regulating global mergers. It then considers the Merger Guidelines and their focus on the unilateral and co-ordinated post-merger effects that are likely to occur. The article examines a number of recent global mergers. including Coopers & Lybrand/Price Waterhouse, BAT/Rothmans, Pepsi Co/Smith's Snack Foods and Coca-Cola/Cadbury Schweppes, as well as their assessment by the ACCC. Finally, it considers some of …
Transnational Competition Law Aspects Of Mergers And Acquisitions, William M. Hannay
Transnational Competition Law Aspects Of Mergers And Acquisitions, William M. Hannay
Northwestern Journal of International Law & Business
As more and more U.S. companies engage in overseas operations, even the most routine merger or acquisition seems to have a transnational component which requires analysis and perhaps premerger notification under an increasing number of foreign "competition laws" (or what we call antitrust laws). An understanding of those competition rules has become an imperative for American lawyers.
Perspective: Foreign Direct Investments In China - Practical Problems Of Complying With China's Company Law And Laws For Foreign-Invested Enterprises, Anyuan Yuan
Northwestern Journal of International Law & Business
Foreign investors in China face a legal system and legal issues that are very different from those found in the United States. This article seeks to illustrate some of the important differences in China's corporate law that govern or affect foreign investors' interests. The purpose of this article is to help foreign investors become aware of legal problems and investment risks in creating a foreign-invested enterprise in China. This article also proposes changes to existing Chinese laws that will more reasonably accommodate the legal concerns and protect the legal interests of foreign investors (as well as incidentally benefiting domestic Chinese …
China's Evolving Company Legislation: A Status Report, Preston M. Torbert
China's Evolving Company Legislation: A Status Report, Preston M. Torbert
Northwestern Journal of International Law & Business
As China's economic reforms have progressed, however, the need for a company law has become apparent. The two principal reasons are, first, the need to reform existing state-owned enterprises and, second, the need to create a means for foreign investment in reformed state-owned enterprises. For political reasons, there appears to be no perceived need for the company law to encourage larger privately-owned enterprises.
How Does Europe Regulate Powers Within Its Corporations? What Might The Answer Mean For The U.S.? An Essay And Review Of European Company Laws: A Comparative Approach, Donald C. Jr. Dowling
How Does Europe Regulate Powers Within Its Corporations? What Might The Answer Mean For The U.S.? An Essay And Review Of European Company Laws: A Comparative Approach, Donald C. Jr. Dowling
Northwestern Journal of International Law & Business
European Company Laws: A Comparative Approach is a compilation of ten essays by various authors on the jurisprudence of corporate control within Europe. The book focuses on the company laws within the various member states, somewhat to the exclusion of the emerging EC-level corporate laws. Yet while European Company Laws concerns itself with member states' internal company laws, the book's goal is much loftier than merely compiling the European states' corporate statutes into some sort of practitioners' guide. Rather, European Company Laws attempts to divine jurisprudential truths about the regulation of power within the European company by examining the European …
Towards The Harmonization Of Ec-Member States' Regulations On Takeover Bids: The Proposal For A Thirteenth Council Directive On Company Law, Nathalie Basaldua
Towards The Harmonization Of Ec-Member States' Regulations On Takeover Bids: The Proposal For A Thirteenth Council Directive On Company Law, Nathalie Basaldua
Northwestern Journal of International Law & Business
In its White Paper Program advocating the removal of all remaining internal barriers in the Common Market by 1992, the Commission for the European Communities ("Commission") expressed a need for harmonizing the laws of the Member States on takeover bids and announced that it would be bringing forward a proposal for a directive on this subject. Urged by the European Parliament and after consultations with experts from Member States and interest groups, the Commission adopted the Proposal for a Thirteenth Council Directive on Company Law concerning takeover and other general bids (the "Proposal" or "proposed Directive"). Before this text enters …
Ec Merger Control In The 1990s: An Overview Of The Draft Regulation, Frank L. Fine
Ec Merger Control In The 1990s: An Overview Of The Draft Regulation, Frank L. Fine
Northwestern Journal of International Law & Business
The wave of mergers and acquisitions experienced during the last several years in the United States is now on its way to Europe. The Commission of the European Communities ('Commission') recently reported that cross-border mergers and stock purchases of majority shareholdings in the European Community ('EC' or 'Community') have surged from 29 in 1983-1984 to 52 in 1985-1986. Acquisitions by non-EC companies, particularly United States and Japanese firms, are also likely to increase dramatically. The Community has become a field ripe for merger activity largely because both European and non-European companies are keen to position themselves in anticipation of '1992,' …
Japan And The Bigness Mystique, Gary R. Saxonhouse
Japan And The Bigness Mystique, Gary R. Saxonhouse
Northwestern Journal of International Law & Business
Walter Adams and James Brock are correct. There is little overseas evidence to support the proposition that there is a close link between international competitiveness and firm size. As Adams and Brock point out, the Japanese experience, in particular, highlights the absence of any intimate connection between these variables. The distinctive vitality of Japan's small-scale sector is a very old story. Whether it is the last decades of the Tokugawa period (1600-1868), the Meiji period (1868-1912), the Taisho period (1912-1926), or the Showa (1926-1989) period, commentators have invariably noted the surprising persistence of Japan's smaller-scale enterprises. Where once they were …
The Bigness Mystique And The Merger Policy Debate: A Comment From West Germany, Ingo L.O. Schmidt
The Bigness Mystique And The Merger Policy Debate: A Comment From West Germany, Ingo L.O. Schmidt
Northwestern Journal of International Law & Business
After eight years of an antitrust policy dominated by the principles of the Chicago School, which is better characterized as a protrust merger policy, the United States and the European Community are confronted with a new wave of mergers. The arguments for mergers are the same as in the 1960s: merger-induced bigness promotes international competition, efficiency, and technological progress. In this context, Adams and Brock in their excellent analysis ask the right questions. But did merger-induced corporate giantism provide salvation for European industry? Did it provide world-class competitiveness? Was it a success and a model of industrial policy worthy of …
Towards A European Company Law, Dominique Carreau, William L. Lee
Towards A European Company Law, Dominique Carreau, William L. Lee
Northwestern Journal of International Law & Business
The prospect of creating a genuine "European" company law was raised as early as 1959, just two years after the signing of the Treaty of Rome establishing the European Economic Community. Curiously, the initiative was taken by practitioners and scholars and not by the business community, which expressed little interest in such an innovation at that time. The first steps were taken by the French Notaries Public who, at their 57th Annual Congress, suggested that it might be desirable "to adopt, by means of an international convention, a comprehensive company law, probably restricted to societes anonymes (large, publicly held [French] …
Problem Of Mergers, H.W. De Jong
Problem Of Mergers, H.W. De Jong
Northwestern Journal of International Law & Business
Mergers and takeovers are again the order of the day. In North America, Europe, Australia, Africa and East Asia, firms try to combine, to take over, and to cooperate in joint-ventures. The combination phenomenon has risen spectacularly during the past few years. The European Community Competition Policy Reports also document an appreciable rise in acquisitions of minority holdings and in joint ventures, both of which have more than doubled during the past six years. This evidence, which could easily be multiplied, points towards one general characteristic of the merger and takeover phenomenon: mergers, takeovers and other combinations occur in waves, …
Joint Venture Law In The Soviet Union: The 1920s And The 1980s, Adam J. Albin
Joint Venture Law In The Soviet Union: The 1920s And The 1980s, Adam J. Albin
Northwestern Journal of International Law & Business
Soviet law has only permitted the establishment of joint ventures within the Union of Soviet Socialist Republics (USSR) during two separate periods. Similar political and economic considerations were major catalysts for the enactment of both joint venture laws, as well as for the similar themes running through them, though the periods are separated by approximately sixty-five years. Examination of both situations, instead of merely the present one, not only will provide a broader perspective of how the Soviets view joint ventures themselves, but will illustrate how Soviet legislation itself has evolved in considering free-market economic principles.
The Bigness Mystique And The Merger Policy Debate: An International Perspective, Walter Adams, James W. Brock
The Bigness Mystique And The Merger Policy Debate: An International Perspective, Walter Adams, James W. Brock
Northwestern Journal of International Law & Business
The nouvelle vague among prominent U.S. public policy spokesmen is the facilitation of corporate mergers and acquisitions, the promotion of corporate bigness, and the emasculation of the anti-merger law. They claim that this kind of bold new departure is needed to enable firms in the United States to challenge large foreign rivals and regain global competitiveness. These pronunciamentos, and the Weltanschauung which they reflect, are hardly novel. In form and substance, they are an uncanny (and not very imaginative) reincarnation of the mindset that governed economic policy making in Europe in the 1950s and 1960s. Then, as now, bigness was …
Competition And/Or Efficiency: A Review Of West German Antimerger Law As A Model For The Proposed Treatment Of Efficiency Promotion Under Section 7 Of The Clayton Act, James F. Ponsoldt, Christian Westerhausen
Competition And/Or Efficiency: A Review Of West German Antimerger Law As A Model For The Proposed Treatment Of Efficiency Promotion Under Section 7 Of The Clayton Act, James F. Ponsoldt, Christian Westerhausen
Northwestern Journal of International Law & Business
As many commentators have noted, the end of Ronald Reagan's presidency likely will engender a renewed debate concerning the proper level of government intervention in business integrations. During the past eight years, the number and size of corporate mergers have risen astronomically. Such unchallenged mergers have occurred while the Reagan Administration and the Democrats in the United States Congress ("Congress") have debated the appropriateness of merger control laws, both in testimony at oversight hearings and in conflicting proposals for amending Section 7 of the Clayton Act ("Section 7"). The purpose of this Article is to demonstrate the need for legislative …
Pronuptia De Paris V. Schillgalis: Permissible Restraints Of Trade On Franchising In The Eec, Eileen R. Hurley
Pronuptia De Paris V. Schillgalis: Permissible Restraints Of Trade On Franchising In The Eec, Eileen R. Hurley
Northwestern Journal of International Law & Business
This Note examines the Pronuptia decision for the legal definition and substantial support it gives to the franchising concept. 14 When compared to the Court's prior decision in Etablissements Consten SARL and Grundig-Verkaufs-GmbH v. Commission, 5 Pronuptia is seen to promote a more liberal interpretation of the EEC Treaty's competition article, Article 85. However, Pronuptia falls short of the advances made in Nungesser KG v. Commission,16 because some territorial restraints allowed under Article 85(1) in that case were not permitted in Pronuptia. The Court's approach in Pronuptia to the doctrine of ancillary restraints is also discussed. Use of this doctrine …
Like Bamboo Shoots After A Rain: Exploiting The Chinese Law And New Regulations On Sino-Foreign Joint Ventures, Zhang Yuqing
Like Bamboo Shoots After A Rain: Exploiting The Chinese Law And New Regulations On Sino-Foreign Joint Ventures, Zhang Yuqing
Northwestern Journal of International Law & Business
The purpose of this Article is to describe the general legal framework for establishing an equity joint venture in China, and to analyze the effect of these laws and regulations on Sino-foreign equity joint ventures. In order to make this Article of most practical use, a discussion of the recently promulgated Chinese laws and regulations is included.
The Liability Of Corporations And Shareholders For The Capitalization And Obligations Of Subsidiaries Under German Law, Maximilian Schiessl
The Liability Of Corporations And Shareholders For The Capitalization And Obligations Of Subsidiaries Under German Law, Maximilian Schiessl
Northwestern Journal of International Law & Business
The Federal Republic of Germany, one of the United States' main trading partners, has a rather different approach to the liability of a parent corporation for the debts of its subsidiaries. In the United States, the affiliated enterprises doctrine is generally viewed as a subcategory of the piercing the corporate veil doctrine. Under German law, there is a sharp distinction between the general rules on piercing the corporate veil, which may also be applied to a parent-subsidiary relationship, and the special legal framework governing the Konzernrecht (law of affiliated enterprises). German corporation law is based on the assumption that in …
The Regulation Of Insider Trading In Germany: Who's Afraid Of Self-Restraint, Joseph Blum
The Regulation Of Insider Trading In Germany: Who's Afraid Of Self-Restraint, Joseph Blum
Northwestern Journal of International Law & Business
From near total destruction forty-one years ago, the Federal Republic of Germany has emerged as the fourth wealthiest industrialized nation. Yet despite this wealth, the German capital markets remain miniscule in comparison to those of other industrialized nations. This development has had a significantly adverse effect on the ability of German companies to raise equity capital. The aversion of individual Germans to invest in equity securities can be explained on a number of levels. First, many investors find that fixed-rate bonds and similar securities provide equal if not better yields than stocks, without the concomitant risk. Another significant reason that …
Reconciling National Interests In The Regulation Of International Business, Stanley J. Marcuss, Dale P. Butland
Reconciling National Interests In The Regulation Of International Business, Stanley J. Marcuss, Dale P. Butland
Northwestern Journal of International Law & Business
In an increasingly integrated world where political and economic issues are deeply intertwined, the regulation of international business activity raises complex problems in international law. The existence of the multinational corporation, which is possessed of multiple identities and therefore subject to the jurisdiction of both "home" nations, where it is headquartered, and "host" nations, where its subsidiaries are located, makes the potentiality of jurisdictional disputes among nations particularly acute. While attempts to apply United States law to American foreign subsidiaries virtually ensures conflicts among jurisdictions, excusing subsidiaries from compliance with domestic law could seriously undermine comprehensive regulatory activity. It could …
German Merger Control: A European Approach To Anticompetitive Takeovers, Rolf Belke, W. David Braun
German Merger Control: A European Approach To Anticompetitive Takeovers, Rolf Belke, W. David Braun
Northwestern Journal of International Law & Business
European free-market countries recently have begun to enact more laws regulating mergers and joint-ventures, with Germany at the forefront. In this article, Messrs. Belke and Braun intensively analyze the German merger control law, including the criteria that necessitate a report to the German Cartel Office, its application of the substantive merger control rules, and possible exceptions to an anti-merger ruling. They also explore the impact of the German law on international mergers and joint-ventures. Finally, they discuss in detail the first two German Supreme Court decisions that construed the substantive rules and contrast them with similar American cases.
The Effects Of United States Antitrust Laws On The International Operations Of American Firms, Melvin Schwechter, Richard Schepard
The Effects Of United States Antitrust Laws On The International Operations Of American Firms, Melvin Schwechter, Richard Schepard
Northwestern Journal of International Law & Business
United States antitrust laws increasingly have affected the international activities of U.S. corporations. The business community maintains that these laws have hurt international operations. In this article, Messrs. Schwechter and Schepard consider five major areas of concern to American businessmen: potential antitrust attacks upon licensing agreements, use of the foreign sovereign compulsion doctrine as an antitrust defense, subject matter jurisdiction and discovery, application of the "rule of reason" to international joint ventures, and the multifaceted nature of antitrust enforcement. They then discuss the Justice Department's response to the business community and propose several recommendations that should help United States firms …