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Secured Transactions: Problems and Materials combines original material with recent cases to teach students about secured financing under Article 9 of the Uniform Commercial Code. Students learn how to identify basic Article 9 issues and craft solutions for them. The book begins with an explanation of secured versus unsecured financing and addresses how transactions were handled before the institution of Article 9. It then discusses specific aspects of Article 9 including its scope, creating and protecting a security interest, priorities, exceptions, fixtures, proceeds, and enforcement. The book is built around a series of problems that connect the cases and original material to the text of Article 9. The original material clarifies and contextualizes the legal issues, providing background and support. The cases demonstrate how legal principles are applied in the real world, enabling students to understand automatic perfection, certificates of title, statutory liens, commercial reasonableness, and more. The revised first edition features updated information regarding laws and legislation, as well as new cases for the chapters on repossessing fixtures and proceeds. Secured Transactions successfully balances the study of law and its application. It is an ideal book for foundational courses in secured transactions. Larry Bates earned his J.D. from the Marquette University School of Law and his LL.M. from Harvard Law School. He spent nine years in practice as a corporate bankruptcy specialist before joining the faculty of Baylor Law School, where he teaches contracts and commercial law, including international and domestic sales law and secured transactions. Professor Bates also serves as the faculty advisor for the Baylor Law Review. He has written extensively on commercial law and bankruptcy and is a member of the American Bar Association committee responsible for overseeing the National Appellate Advocacy Competition.
Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner in the leading international law firm Cliffe Dekker Hofmeyr Inc. provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in South Africa. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in South Africa. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.
In a market environment where economic actors conduct themselves as diligent and conscientious managers, the regulation of related party transactions (RPTs) would be largely irrelevant. Unfortunately, the corporate reality is far from an ideal world that is innocent of market abuse and corporate fraud. It remains necessary to protect minority shareholders from the wrongdoings of majority shareholders and to protect all shareholders from opportunistic managerial behaviour. This timely book – the first on the subject since implementation of the European Union’s (EU’s) revised Shareholders’ Rights Directive – provides in-depth analysis of how and to what extent RPTs are covered by existing legal requirements on capital protection and corporate group regulation, highlighting experiences and strategies adopted in Germany, Poland, and the Netherlands as examples for Eastern European countries and in particular Ukraine. Beyond his comparative analysis of the current status, the author offers recommendations for more effective handling of RPTs, investigating such aspects as the following: what constitutes a corporate group and how group issues are regulated in the various legal systems; what constitutes a conflict of interest originating in ownership and control and what types of such conflicts occur; whether RPTs within corporate groups should receive special treatment relative to transactions outside groups; combatting corporate raiding, most often carried out through illegal seizure of corporate assets; approval and disclosure requirements for RPTs; and how information about RPTs is disclosed publicly. Drawing on resources including legislation, case law, scholarship, and intensive discussions with practicing lawyers from several jurisdictions, the author underscores the imperative of establishing limitations and requirements that oblige a company’s officers, shareholders, and other potential related parties to follow certain rules whenever they wish to enter into an RPT. As a contribution to the debate about the convergence between EU corporate law and that of major eastern European states, the book has no peers. Practitioners in both East and West who advise on compliance with regulations for RPTs or represent stakeholders’ interests against abusive RPTs will ensure appropriate remedies and protection mechanisms for their clients.
From 1 May 2011 company law in South Africa was dramatically altered: the 1973 Act which had governed companies for the life-times of most business people and lawyers in South Africa was replaced by the Companies Act of 2008, as amended in March 2011. A new era of company law dawned, and with it a host of new concepts, rights, remedies, obligations, procedures and sanctions were introduced. These fundamentally affect the way that every business operates and the advice and practice of every lawyer, accountant or other professional adviser. This book, the first to cover the new Act and the new regulations, provides the hand-holding, the insight, and the understanding that business and their advisers require in order not to be wrong-footed by the new regime.
The Oxford Handbook of the Philosophy of Consciousness provides the most comprehensive overview of current philosophical research on consciousness. Featuring contributions from some of the most prominent experts in the field, it explores the wide range of types of consciousness there may be, the many psychological phenomena with which consciousness interacts, and the various views concerning the ultimate relationship between consciousness and physical reality. It is an essential and authoritative resource for anyone working in philosophy of mind or interested in states of consciousness.
Fundamental Accounting Principles