Basic corporate practice. June 1962.

Mode of access: Internet.

Corporate resolutions /

Includes index.

Corporate governance codes in Australia and New Zealand: Propriety and prosperity

Overview of the central features of corporate governance codes, 'Principles of Good Corporate Governance and Best Practice Recommendations' (released by the ASX Corporate Governance Council) and 'Corporate Governance in New Zealand, Principles and Guidelines' (released by New Zealand Securities Commission) - whether the codes address the right problem - are the solutions of independence and disclosure conceptually and practically viable - whether codes pay sufficient attention to wealth creation.

Casebook on contract law

The law of contract can be a complex and technical subject, rvt the new edition of Jill Poole's Casebook on Contract provides a clear and well-structured exposition of the principles and rules through a comprehensive selection of case law, addressing all aspects encountered on undergraduate courses. Opening with a chapter of valuable advice and guidance on how to successfully develop and improve the essential skills of case-reading, featuring two worked examples, the coverage in this sixth edition expands to incorporate all recent significant decisions and judgments made by the House of Lords and Court of Appeal such as, Director General of Fair Trading v First National Bank plc, Farley v Skinner, Royal Bank of Scotland v Etridge and UCB Corporate Services v Williams. Interesting recent decisions in relation to battle of forms, terms, exemption clauses and misrepresentation are also included. Extracts have been chosen from a wide range of historical and contemporary cases to illustrate the reasoning processes of the court, why decisions are made and how legal principles are developed - enabling cases to be analysed and discussed independently while, taken as a whole, the chapters provide a sound understanding of the modern law of contract. The section on damages for breach of contract has been expanded to reassess Ruxley Electronics and Construction Ltd v Forsyth in the light of Farley v Skinner, the future of Addis v Gramophone Co Ltd is considered in the light of Johnson v Unisys Ltd and Attorney General v Blake is examined in the light of the decision in Esso Petroleum Co Ltd v Niad Ltd. Succinct author comment focuses the reader on the key elements within the extracts, while thought-provoking questions are posed throughout to develop more in-depth analysis. The logical and clear organization of topics has been further improved to more accurately echo the order adopted within the author's popular textbook and closer crossreferencing to this text has been incorporated to highlight where more detailed discussion of issues arising from the caselaw can be explored. As a result, this new edition can be used both as a traditional casebook and as a companion volume to Poole's Textbook on Contract. This edition is also supported by a new companion web site that offers the benefits of essential updating of key materials, sample questions, lists for key further reading sources and relevant web links, additional relevant cases and materials and guidance on successful exam technique. As with previous editions, Casebook on Contract is an invaluable primary source and an essential study aid for all those following elements of contract law as part of the LLB and CPE, as well as for students from related disciplines such as Accounting and Business.

Executive remuneration, financial performance and corporate governance in UK and Spanish listed firms

This study examines the relationship between executive directors’ remuneration and the financial performance and corporate governance arrangements of the UK and Spanish listed firms. These countries’ corporate governance framework has been shaped by differences in legal origin, culture and backgrounds. For example, the UK legal arrangements can be defined as to be constituted in common-law, whereas for Spanish firms, the legal arrangement is based on civil law. We estimate both static and dynamic regression models to test our hypotheses and we estimate our regression using Ordinary Least Squares (OLS) and the Generalised Method of Moments (GMM). Estimated results for both countries show that directors’ remuneration levels are positively related with measures of firm value and financial performance. This means that remuneration levels do not lead to a point whereby firm value is reduced due to excessive remuneration. These results hold for our long-run estimates. That is, estimates based on panel cointegration and panel error correction. Measures of corporate governance also impacts on the level of executive pay. Our results have important implications for existing corporate governance arrangements and how the interests of stakeholders are protected. For example, long-run results suggest that directors’ remuneration adjusts in a way to capture variation in financial performance

The value of corporate reputation and the Defamation Act 2013:a brave new world or road to ruin?

Questions whether the focus on freedom of expression under the Defamation Act 2013 could undermine the value of corporate reputation as a commercial asset.

Corporate coalitions and policy making in the European Union:how and why British American tobacco promoted "better regulation"

Over the past fifteen years, an interconnected set of regulatory reforms, knownas Better Regulation, has been adopted across Europe, marking a significant shift in theway that European Union policies are developed. There has been little exploration of the origins of these reforms, which include mandatory ex ante impact assessment. Drawing on documentary and interview data, this article discusses how and why large corporations, notably British American Tobacco (BAT), worked to influence and promote these reforms. Our analysis highlights (1) howpolicy entrepreneurs with sufficient resources (such as large corporations) can shape the membership and direction of advocacy coalitions; (2) the extent to which "think tanks" may be prepared to lobby on behalf of commercial clients; and (3) why regulated industries (including tobacco) may favor the use of "evidence tools," such as impact assessments, in policy making. We argue that a key aspect of BAT's ability to shape regulatory reform involved the deliberate construction of a vaguely defined idea that could be strategically adapted to appeal to diverse constituencies.We discuss the theoretical implications of this finding for the Advocacy Coalition Framework, as well as the practical implications of the findings for efforts to promote transparency and public health in the European Union.

A transatlantic case: the derivative action as a corporate governance tool

The derivative action as a minority shareholder protection device seems to be almost a dead-letter law in the British Isles as compared with the United States. Whether it can or should be revived through legislative reform and judicial interpretation presents us with important governance questions at first instance, but also raises questions regarding the importance of law, as distinct from non-legally enforceable norms, to the development of corporate governance systems, in particular regarding the director-shareholder relationship.

The corporate regimen of labour companies in the New Act 44/2015, on 14th October, of labour and investee companies

Act 44/2015, on 14th October, of labour and investee companies, aims to accommodate the different instruments, limits and requirements with which the legal regime of the labour companies is set, to the current economic and legal context where they must develop their economic activity. The purpose of the law is to preserve their special status, while it seeks to modernize its legal structure to ensure the economic solvency of the business plan, without weakening the social profile that is required. The new law includes two organisational figures, ‘labour companies’ and the calling ‘investee companies’, of the last one, only leaving evidence of what is to be understood by them referring its regulation to a subsequent regulatory development. Until the publication of the regulation, our work has focused on the corporate aspect of the labour companies by analysing the modifications made on the typological elements and legal regime of these organisational figures to determine whether the law is the necessary and sufficient instrument to achieve the challenge proposed.