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A new policy agenda for Latin American company law: Reshaping the closely-held entity landscape

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Book
19 Aug 2013
TL;DR: In a post-Doha world, trade liberalization has been pursued as mentioned in this paper, with duty-free, quota-free market access, trade facilitation, and related initiatives.
Abstract: 1. Introduction - pursuing trade liberalization in a post-Doha world 2. The world trading system under GATT and the WTO, 1947-2012 3. The Doha Round failure and the demise of the 'single undertaking' 4. Assisting developing nations with duty-free, quota-free market access, trade facilitation, and related initiatives 5. Preserving the environment: fisheries subsidies and trade in environmental goods 6. New and expanded plurilateral agreements (part I) 7. New and expanded plurilateral agreements (part II) - an international services agreement 8. Continued proliferation of regional trade agreements 9. Widening and deepening (or disregarding) existing RTAs 10. Concluding new and pending RTAs (part I) 11. Concluding new and pending RTAs (part II): trans-pacific partnership 12. Unilateral approaches to trade and market liberalization 13. Conclusions and the crystal ball.

21 citations

Journal ArticleDOI
TL;DR: In this article, the authors evaluate the primary legal and financial mechanisms that help support the development of a venture capital market and argue that emulating the organizational and contractual pattern of the US Venture capital market could enhance the development in the European Venture Capital market.
Abstract: This paper evaluates the primary legal and financial mechanisms that help support the development of a venture capital market. Specifically, we argue that emulating the organizational and contractual pattern of the US venture capital market could enhance the development of the European venture capital market. We first show that the modernization of the 'venerable' limited partnership form, based on US experiences, offers substantial contracting benefits for investors and is crucial to the operation of a mature venture capital market. We then argue that the emergence of more efficient limited partnership structures may arise as a consequence of the competition between European states. We argue that the United Kingdom, which has recently embarked on general and limited partnership law reform, could, in light of the competitive lawmaking environment that the ECJ has opened up, be in the best position to enter the competition within the EU. It then explores the prominent features of the UK special Limited Partnership statute, which makes it possible for venture capitalists to organize their contractual relations that are best suited to the characteristics of the venture capital market. Finally, our analysis provides an understanding of the competitive forces that shape the ongoing reforms of limited partnership law and related business forms in Europe.

3 citations

References
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Journal ArticleDOI
TL;DR: In this article, the authors argue that the legal approach is a more fruitful way to understand corporate governance and its reform than the conventional distinction between bank-centered and market-centered financial systems, and discuss the possible origins of these differences, summarize their consequences, and assess potential strategies of corporate governance reform.

6,387 citations

Journal ArticleDOI
TL;DR: In this article, it was suggested that a failing company defense may be unavailable when a large corporation is making the acquisition, or when there is any chance of absorption by a non-competing firm, and when the acquired company has not "failed" enough.
Abstract: IN RECENT years many of the traditional economic justifications of our antitrust laws have been seriously questioned. A new sophistication has developed, and economic activities frequently held illegal by the courts are now thought by many to be consistent with our antitrust goals. The rules against tie-ins, vertical mergers, predatory competition, among others, have to a greater or lesser degree had their theoretical foundations considerably weakened. Recently even cartels, the most venerable victim of American antitrust laws, have found their near champion.2 One practice, however, remains generally condemned in both the economic literature and the most recent Supreme Court rulings. Mergers among competitors would seem to have no important saving grace. The position has gained considerable legal currency that any merger between competing firms is at least suspect and perhaps per se illegal. The latter result seems especially likely when one of the combining firms already occupies a substantial position in the relevant market. Antitrust problems in the merger field seem more and more to be confined to discussions of relevant product and geographic markets and perhaps to the issue of quantitative substantiality.3 Presumably there is still a so-called failing-company defense to an illegal merger charge. The announced justification for this doctrine was that, if indeed the merged company was failing, then it was not actually a competitor in the industry.4 But there are strong suggestions that even that defense may be unavailable when a large corporation is making the acquisition, or when there is any chance of absorption by a non-competing firm, or when the acquired company has not "failed" enough.5

2,274 citations

Book
01 Jan 1991
TL;DR: The corporate contract limited liability voting the fiduciary principle the business judgment rule, and the derivative suit corporate control transactions the appraisal remedy tender offers the incorporation debate and state antitakeover statutes close corporations trading on inside information mandatory disclosure optimal damages as discussed by the authors.
Abstract: The corporate contract limited liability voting the fiduciary principle the business judgment rule, and the derivative suit corporate control transactions the appraisal remedy tender offers the incorporation debate and state antitakeover statutes close corporations trading on inside information mandatory disclosure optimal damages.

1,327 citations

Book
03 Jul 1996
TL;DR: Mergers, Acquisitions, and Corporate Restructurings as discussed by the authors is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them.
Abstract: Mergers, Acquisitions, and Corporate Restructurings' is an all-inclusive guide to M&As that illustrates how restructuring can be used successfully, how each form works, and the laws that govern them. This updated edition includes the latest statistics, research, graphs, and case studies on the private equity market, ethics, legal frameworks, and corporate governance, presented in a more approachable, manageable way.

625 citations