The Law And Finance Of Related Party Transactions

This is a comprehensive look at the challenges legislators face in regulating related party transactions in a socially beneficial way.

This paper is the introductory chapter of Luca Enriques and Tobias Tröger (eds.), The Law and Finance of Related Party Transactions (Cambridge University Press: forthcoming). Its goal is to sketch out the individual chapters' contributions to the scholarly and policy debates on the adequate regulation of related party transactions (RPTs). For that purpose, we scope the issue by highlighting the principal costs and benefits of shareholder control, which allows both the implementation of entrepreneurial vision and various forms of rent-seeking. We next proceed by putting the challenges of regulating RPTs into the broader context of conflicts of interest and tunneling techniques. Against this background, we then turn to the main regulatory options available for legislators (independent/disinterested director approval, majority of the minority approval, ex post fairness review, and involvement of supervisory agencies), highlighting some of the key insights on each of them from individual chapters. Finally, we show how the chapters in the book can also inform European legislators who are currently in the process of implementing the revised Shareholder Rights Directive rules on RPTs.

The publication reviews provisions covering related party transactions and the protection of minority shareholder rights in 31 jurisdictions, both OECD and non-OECD. In addition, the regulatory and legal systems that have beeen developed in five jurisdictions are reviewed in detail.

Corporate law and governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.

Concentrated ownership is considered to be the best protection for shareholders in economies where legal protection is relatively weak. This book investigates and concludes, for Indian business groups, that concentrated-inside ownership provides opportunities for the expropriation of minority shareholders. While more concentrated direct ownership of controlling families results in a higher market value of equity, indirect ownership obtained through cross-holding provides incentives to extract private benefits and results in value loss. This finding requires the prompt attention of regulatory bodies, outside investors and other interested parties. This book examines the effect of ownership structure and disclosure of related-party transactions on firm valuation of group-affiliated firms in India, by using a sample of 317 listed firms comprising 1350 firm-year observations from 2008 to 2017. Well-accepted value-relevance models are employed to examine the effect of ownership rights on market value of equity and valuation effect of RP trading, asset transfer, investment and loan transactions.

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

This book is both revolutionary and traditional, using primary materials rather than author narrative. By adopting this traditional approach for law and accounting, Cunningham's new book puts the subject on par with other law school courses. This traditional "cases and materials" approach underscores how accounting standards bear earmarks of functional law. To facilitate analogical and critical engagement on par with other law school teaching books, pedagogical design follows the classic casebook method of arranging cases and materials in pairs of opposites and complements. This arrangement enables conceptualizing accounting as functional law as theoretical and analytical matters as well. This original content also illuminates transaction economics, factors associated with accounting irregularities and the lawyer's role in financial reporting.

Advances in Financial Economics Vol. 16 contains a set of empirical papers by a set of global scholars who examine corporate governance and market regulation from a variety of perspectives.

As the volume of transactions in European financial markets continues to grow, the use of financial collateral, be it in the form of cash, shares, bonds or credit claims, has become a critical tool in supporting and managing risk in financial transactions. This book is the first of its kind to offer a systematic examination of the whole law relating to financial collateral. It does so in two parts. First, it explains the law created by the Financial Collateral Arrangements (No 2) Regulations 2003, the Directive it implemented and related legislation. Second, it examines how financial collateral is used in practice in a range of different markets. It will be an essential reference point for all legal practitioners operating in financial markets. Key features: • Analytical rigour combined with insight into how financial collateral works in practice, covering both English and Scots law • Valuable discussion of control and possession tests, right of use, remedy of appropriation, close-out netting and impact of ‘bail-in’ • Explains use of financial collateral in the derivatives market, clearing houses, direct and indirect securities holding systems and use of repos, securities lending and prime brokerage • Highlights key issues on regulatory treatment and conflicts of laws • Discusses direction of future law reform • Written by leading experts in the field.