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Full-Text Articles in Law
Accountability Of Transnational Corporations Under International Standards, Lea Hanakova
Accountability Of Transnational Corporations Under International Standards, Lea Hanakova
LLM Theses and Essays
Due to the process of globalization and rapid economic evolution in the last several years, transnational corporations have become extremely powerful. There is an evident disproportion between the numerous rights enjoyed by transnational corporations and the scarce obligations undertaken by them. Given their transnational nature, transnational corporations have been successfully avoiding national regulations of both their home and host states, and they are seeking to operate in countries with the lowest standards so as to increase their profits. This has resulted in the violation of basic human rights. Therefore, there is an increasing need for the creation of international instruments …
Fiduciary Duties Of Directors In The Context Of Going-Private Transactions To The Minority Shareholders Under Delaware Law, Yuan Wang
LLM Theses and Essays
This thesis discusses the different fiduciary duties and standards of review imposed by Delaware laws on the directors to the minority shareholders in the going-private transactions structured either as a merger or as a tender offer voluntarily initiated by the controlling In the context of a merger, the disinterested and independent directors will face a duty of care and be subject to the business judgment rule. For the interested or dependent directors, they will bear a duty of loyalty and be bound to the entire fairness standard accordingly. In the case of a tender offer, currently the Delaware courts impose …
Mergers And Acquisitions In Europe: Analysis Of Ec Competition Regulations, Youngjun Lee
Mergers And Acquisitions In Europe: Analysis Of Ec Competition Regulations, Youngjun Lee
LLM Theses and Essays
This paper analyzes three competition regulations in the European Community—article 85 and 86 of the EC Treaty and the EC Merger Regulation. Specifically, article 85 focuses on the market structure and article 86 focuses on the market dominance. The paper explores the Merger Regulation, its objectives and its scope. The amendment to the Merger Regulation extending its scope to include smaller-scale mergers and cooperative joint ventures is explained. The paper concludes with the extraterritoriality of the EC competition regulations.
International Corporate Governance Practices And Their Implications On Investors, Namwandi Hamanyanga
International Corporate Governance Practices And Their Implications On Investors, Namwandi Hamanyanga
LLM Theses and Essays
Corporate governance has become a bonafide subset of company’s law that is concerned with who directs the company and for whose benefit. Its application varies in countries found in the main legal jurisdictions of common and civil law. This thesis identifies these differences by highlighting national corporate governance systems existing in Germany, Japan, United Kingdom and United States. Together, these countries represent systems adopted by several countries located on all continents. Increased cross border investment in this era of globalization has been significantly affected by these governance systems. The thesis shows the reasons why investors, multinational corporations and nations have …
Lawyers' Value In Mergers And Acquisitions Under The New World Of Multidisciplinary Practices, Yunling Wu
Lawyers' Value In Mergers And Acquisitions Under The New World Of Multidisciplinary Practices, Yunling Wu
LLM Theses and Essays
Lawyers are facing strong competition from accounting firms in mergers and acquisitions. Finance and accounting globalization and multidisciplinary practice makes accounting firms more competent, challenging lawyers’ value. However, lawyers create enormous value in mergers and acquisitions, such as structuring the form of transactions, managing due diligence investigation, reducing the costs of acquiring and verifying information, ensuring corporations follow the relevant regulations preventing legal liabilities, and preventing antitrust issues or invoking antitrust challenge. Teamwork will facilitate mergers and acquisitions transactions. Restricted multidisciplinary practice will not affect lawyers’ and accountants’ ethics and independence. Legal education should be improved to help lawyers become …
Corporate Distributions To Shareholders In Delaware And In Israel, Anat Urman
Corporate Distributions To Shareholders In Delaware And In Israel, Anat Urman
LLM Theses and Essays
This thesis considers the corporate legal systems of Israel and Delaware as they address the subject of corporate distributions to shareholders. The thesis reviews the significance of cash dividends and the acquisition by corporations of their own stock, in the management and survival of corporations, the effect they have on the disposition of creditors, and the extent to which they are restricted by operation of law. The thesis demonstrates how dividends and share repurchases may translate into a transfer of value from creditors to shareholders. It considers the effectiveness of the legal capital in securing creditors’ interest, and concludes that …