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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.
For the first time, the TriBar Opinion Committee and ABA Committee on Legal Opinions reports (1994-2004) are now available in a single, convenient, portable volume. These influential reports simplify and clarify the score and content of legal opinions in third-party transactions.
This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Providing the guidance that law schools and most law firms don't offer, Legal Opinions in Business Transactions is the first practical, tool-filled guide to the step-by-step preparation of third-party closing opinions.Emphasizing how legal opinions reduce the risk of delays, disputes, and lawsuits in business deals, this unique resource shows you how to quickly and easily draft acceptable opinions using guidelines developed through custom and sanctioned by the TriBar Opinion Committee and ABA Business Section Opinion Committee. Packed with dozens of ready-to-insert opinion clauses and sample opinion letters, Legal Opinions in Business Transactions gives you a firm grasp of the:. Rights, obligations, and expectations of opinion givers, preparers, and recipients.. Customary terms, components, and structure of third-party opinion letters including how the law, documents, and factual assumptions are used.. Many types of interrelated opinions that form closing opinions including remedies opinions.. Perils of departing from customary opinion practice including the danger of botched transactions and even lawsuits.
"This updated edition is a comprehensive resource providing you with tools to demystify the complexities of banking law. The book guides you through today’s system of financial regulation. Sharing decades of accumulated legal learning, the author and contributors discuss their experience and knowledge as banking law professionals and educators providing tips on how to navigate the subject. 'The Keys to Banking Law' guides you through today’s system of financial regulation that is unlike anything else in the world. To that end, the guide: explores the history of banking law in the U.S. to provide context for the complexities of the law examines the bank family, with special emphasis on the unique dual banking system and holding company structure discusses the ?safety net? of FDIC insurance and the Federal Reserve discount window dedicates chapters to all of the myriad laws and regulations attributed to the ?specialness? of the banking charter unveils issues associated with safety and soundness and risk management examines how banks are supervised and examined, how law is enforced and what happens when a bank fails."--Provided by publisher.
Transnational Legal Orders offers an empirically grounded approach to the emergence of legal orders beyond nation-states that reframes the study of law and society.