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Following a seven year period in which there were two general elections, three Companies Bills and various amendments, together with much debate, the Companies Act 1980 finally received the Royal Assent on 1 May 1980. One of the principal reasons for this Act is that it forms the first stage towards the harmonisation of UK company law with that of other member countries of the European Economic Community. In addition to the implementation of the EEC Second Directive on Company Law (Parts I, II and III of the Act), the Act also contains some other quite significant and important changes in UK company law dealing with the conduct of directors (Part IV of the Act) and insider dealing (Part V of the Act). (See Box A).

This paper aims to analyse the legal framework of reincorporations and subsequent change of applicable law in Greece and Cyprus. A comparison between Greek Law and Cyprus Law is drawn. This paper highlights possible required reforms. Cyprus has a quite detailed legal framework of voluntary inbound and outbound reincorporations. While Greece has certain provisions on outbound reincorporations, it does not have any provisions on inbound reincorporations. The compatibility of these national provisions with internal market rules, as interpreted by the case law of the Court of Justice of the EU (CJEU), is discussed.

This paper follows a comparative approach. After a careful analysis of each national legal framework, a comparison between Greek law and Cyprus law follows. This paper also follows an EU law approach.

These two jurisdictions present some differences. Cyprus adopting the incorporation theory has a detailed, sophisticated and flexible legal framework of reincorporations. Although Greece adopting the real seat theory has some special provisions for outbound reincorporations, there are no specific provisions for inbound reincorporations. Inbound reincorporations are possible under Greek law, but the absence of detailed provisions is against legal certainty. Cyprus law on reincorporations could be used as an example for Greek legislature. However, possible EU harmonisation of seat transfers is expected to have an immense impact on national provisions for reincorporations.

Reincorporations constitute a significant corporate restructuring technique with important practical implications on the economy. Apart from academics, this paper attracts the interest of lawyers, managers, accountants, officers of supervisory and regulatory bodies and policymakers engaged with reincorporations.

This is one of the few academic papers comparing Greek and Cyprus company law and private international law. It is the first paper that compares the Greek and Cyprus legal framework of reincorporations.

To explain the benefits and the regulations pertaining to Jersey as a domicile for investment funds.

Provides an overview of Jersey as an international financial center followed by a detailed description of Jersey regulations applying to private funds, expert funds, listed funds, regulated investor funds, retail and other collective investment funds (CIFs), and notification-only funds. Explains fund vehicles including unit trusts, limited partnerships, and companies. Discusses taxes and fund service providers.

Jersey is one of the world’s major international finance centers, offering location and time-zone benefits; stability and reliability; tax neutrality; a stable political, fiscal and regulatory infrastructure; and highly-skilled financial-service providers.

Expert guidance from experienced investment-funds lawyers

The purpose of this paper is to study financial vehicle corporations (FVCs) and other special purpose vehicles (SPVs) in Ireland.

The paper is based on a database of FVCs that are a central part of the shadow banking sector in Ireland. The database is derived from a European Central Bank (ECB) list of securities and from filings in Company Registration Office, Dublin.

Tax concessions are very valuable and has resulted in zero or close-to-zero effective tax rates. Although described as “bankruptcy remote”, FVCs/ SPVs in Ireland are associated with several banks that failed. Central Bank data are inconsistent with revenue data and have resulted in regulatory gaps. The main economic benefit to Ireland consists of payments to certain service providers.

A complete population of FVCs/SPVs has not been used. Ownership of FVCs/SPVs has not been identified with consequent implications for identifying risk to the sponsoring firm or guarantor.

The study indicates data deficiencies in Central Bank data, with consequent implications for regulation and measuring the size of the shadow banking sector, and failure of FVCs/SPVs described as bankruptcy remote.

The shadow banking sector has been a key source of instability and risk transference in the recent past. Research and understanding is vital to prevent a future occurrence.

There are no publicly available databases of individual FVCs/SPVs in Ireland. Hence, research on granular data is limited. The study develops a database derived from lists of securities published by the ECB. The study also relies on a database derived from company house records.

Special purpose acquisition companies (SPACs) are created by a group of specialists to pool funds for financing future acquisitions within a specified time limit. SPACs are basically “shell” companies with no operations and business, assets or liabilities but they acquire the status of public corporations through initial public offerings (IPOs). The SPAC founders use the IPO funds to acquire a potential target. They are generally found to be successful to close an mergers & acquisitions (M&A) deal but they may not bother to ensure perpetual success of the acquired entity for a long time. In many countries, “shell” companies are characterized as the “bad boys” of the corporate world but they can be used for long-lasting successful M&As due to their inherent strengths, if they play the role of protagonists and “good guys” as SPACs. This chapter examines how SPACs can be used as special vehicles to ensure worthy and successful acquisitions to create sustainable corporations.

The principles behind just‐in‐time have long been recognized in the Western world. However, implementation in the West has not achieved full potential. This indicates uncertainty and a lack of knowledge in the West. Based on a comparison of 52 Japanese companies, indicates that the Western world has been using the wrong set of tools and that a reversed profile of competence is apparent. Shows that Western industries have neglected the process factors – the human factors.

The purpose of this summary is to provide excerpts of selected Financial Industry Regulatory Authority (FINRA) regulatory notices issued from September to November 2008.

The paper provides excerpts from FINRA Regulatory Notice 08‐54, Guidance on Special Purpose Acquisition Companies; Regulatory Notice 08‐62, Limit on Close Case Submissions; 08‐66, Retail Foreign Exchange; and 08‐70, FINRA Investigations.

Notice 08‐54: Special purpose acquisition companies (SPACs) are shell companies that raise capital in initial public offerings (IPOs) for the purpose of merging with or acquiring an operating company. Notice 08‐62: Effective November 24, 2008, FINRA will limit the circumstances under which parties may make submissions to arbitrators in closed cases. Notice 08‐66: The retail over‐the counter foreign currency exchange (retail forex) market is opaque, volatile and risky. Broker‐dealers who engage in forex business with their retail customers must comply with the FINRA rules that apply to those activities. Notice 08‐70: FINRA is issuing this guidance to apprise firms of the circumstances in which extraordinary cooperation by a firm or individual may directly influence the outcome of an investigation.

These are direct excerpts designed to provide a useful digest for the reader and an indication of regulatory trends. The FINRA staff is aware of this summary but has neither reviewed nor edited it. For further detail as well as other useful information, the reader should visit www.finra.org

This case illustrates the differences between customers and the occasions when conditions change and buyer-seller relationships fail. The key issue is to find ways to anticipate this problem with other clients.

It may be used in second-year courses of MBA marketing programs as well as in specific executive education programs dealing with key account management (KAM) systems, business strategy, industrial marketing and/or sales management courses. This case can also be used at undergraduate programs and courses dealing with sales, sales management, international business, and organizational behavior.

In 2003, after Carlos Etcheverry joined San Antonio (SA) as Latin American Region Vice President, the company implanted a KAM System. SA's relationships with its two key clients, Vintage and Chevron, seemed to progress nicely until mid 2004, when Chevron's newly hired Purchasing Manager decided to change the company's commercial structure, rendering its purchasing process more bureaucratic and extremely competitive. In March 2005, Etcheverry was to meet Chevron's purchasing manager, since Chevron had decided to reassign a service contract through a new invitation to bid, leaving San Antonio out. The case puts forth the questions faced by Etcheverry at the time of the meeting: How had San Antonio come to jeopardize a key account? Would SA's organization need a change? Was this the only solution available? What other factors should be considered?

This case may help students to: understand the complexity of key account management (KAM) system implementation, sales force concepts and business-to-business relationships; and analyze the difficulties faced by companies upon implementing a change in their sales strategies and the effects of this change on the sales force, corporate culture and the organization as a whole management system.

Teaching notes and a Technical note are available; also access to audio visual support with an interview to Carlos Etcheverry.

At 33, David Abell is going all out to restore part of British Leyland's battered image. As head of the company's special products division — which embraces Prestcold refrigeration and Coventry Climax fork‐lift trucks — Abell has embarked on expansion plans with the sort of infectious determination that goes with his impressive track record. Ken Gooding reports.

The purpose of this paper is to trace a legal evolution of the monitoring board and to reveal what brought the evolution and what is expected to emerge. The paper points to unique complementarities in Japanese corporate governance institutions and norms which will affect how the monitoring board performs its functions.

Analysis is based on texts on corporate governance legislations in Japan from the revision of Commercial Code in 1950 to the revision of Companies Act in 2014. Other sources include Tokyo Stock Exchange regulations, White Paper on Corporate Governance and other academic literatures on Japanese corporate governance.

Changes of non-legal institutions and norms in Japanese corporate governance necessitated legal reforms toward the monitoring board. Persisting institutions and norms, in particular lifetime employment, influences how the monitoring board performs its functions in Japan.

This paper explains how the evolution of the monitoring board in Japan emerged and what will cause different expected functions of the monitoring board in Japan and other jurisdictions.