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In M&A markets, acquirers face a hold-up problem of losing the value of investments they make in due diligence, negotiations, and post-acquisition planning if targets would pursue the options of waiting for better offers or selling to an alternative bidder. This chapter extends information economics to the literature on M&A contracting by arguing that such contracting problems are more likely to occur for targets with better outside options created by the information available on their resources and prospects. We also argue that acquirers address these contracting problems by using termination payment provisions to safeguard their investments. While previous research in corporate strategy and finance has suggested that certain factors can facilitate an acquisition by reducing a focal acquirer’s risk of adverse selection (e.g., signals, certifications), we note that these same factors can make the target attractive to other potential bidders and can exacerbate the risk of hold-up, thereby leading acquirers to use termination payment provisions as contractual safeguards.

This is a primer on software licensing, which is a pressing issue for industry practitioners who are confronted with many agreements involving trading systems. This article deals with the practical “how‐tos” for licensing as well as with certain intellectual property concerns.

Offshore outsourcing of non‐core business process has rapidly evolved as a ubiquitous organisational phenomenon. However, failure to follow a clear, systematic and effective outsourcing strategy to evaluate threats, uncertainties and numerous imponderables can cause global enterprise businesses major setbacks. The reasons for such setback could be largely due to lack of core competency, careful legal planning and due diligence to operating models associated with an outsourcing initiative. This paper attempts to collate and exemplify the distinct qualifying processes accommodating contractual and intellectual property rights and provide a worthwhile debate on intricate legal considerations when structuring multi‐jurisdictional outsourcing deals.

The paper presents a comparative analysis of strategic legal and management framework by weighing the risks and evaluating the threats which would assist the decision making process of firms when selecting an appropriate offshore partner to carry out their IT‐development work.

Importance of legal intervention and due diligence to service agreements is further elevated as, at every phase of an outsourcing arrangement, compliance issues and contractual obligations can affect the success of an enterprise customer and its relationship with their outsourcing service provider.

The authors suggest that an exhaustive qualitative and quantitative industry specific research analysis be conducted in order to better define the principles and standards governing sub‐contracting arrangements.

A broader exposure to the strategic management and regulatory framework might provide firms with vantage points from which they could assess and identify new opportunities, evaluate threats and adopt effective risk mitigation strategies. Compliance to security standards and safeguard of information acquisition, analysis and usage should emerge as the mainstream strategy for outsourcing.

The paper offers insights and an overview of management and legal issues in the context of offshore technology outsourcing.

Increasingly, governments are using contracts as a means of achieving accountability for public resources directed towards community organisations. This paper compares contractual arrangements between community organisations and governments in British Columbia, Queeensland, and New Zealand. The paper examines the extent to which these contracts are able to measure performance. These contracts are also examined with respect to the power relationships between government and community organisations. The paper concludes that performance measurement may rest on establishing an appropriate “value” framework, and that autonomy of community organisations from government may vary according to broader objectives within policy areas.

The purpose of this study is to provide a broad understanding of the pre-completion stage and subsequent abandonment of mergers and acquisitions (M&As).

A total of 117 peer-reviewed, English language articles published in scholarly journals were considered in the review. The approach includes a descriptive evaluation of the literature, coupled with content analysis. The paper uses both positivist and constructivist approaches to qualitative research. The analysis is conducted with the help of R programming and Gephi visualization software. The authors organize the work around the event of outcome/closure of deal proposal.

It is found that earlier studies sampled on domestic M&As in developed economies (DEs). However, the interest of scholars has increased in cross-border deals and emerging economies (EEs) in the last decade. Various factors interact and facilitate the completion/abandonment of good and bad deals. The authors find that complex non-linear relationships exist, and there is a need for studies with other classification techniques focusing on predictive accuracy.

The literature review is limited to articles available to the researcher using search terms related to M&A completion/termination. The databases accessed were: ProQuest, Scopus and Web of Science. However, backward snowballing was performed to avoid the omission of relevant articles.

The findings and subsequent discussions familiarize researchers and practitioners with an overview of research undertaken in the field of M&A abandonment. The authors find voids within the literature and suggest future research agendas.

This paper aims to explain how contractual complexity, including contractual control, coordination and adaptation, makes a difference to the task and relationship conflict, and then, to investigate the moderating roles played by both, total interdependence and interdependence asymmetry, in altering the association between the two types of conflicts.

This study obtained data through a questionnaire survey in the Chinese construction industry and the final sample consisted of 232 responses. The data were analysed using hierarchy analysis using SPSS.

The results are as follows: first, higher contractual control and coordination reduce the level of relationship conflicts, and higher contractual coordination also reduces the level of task conflicts; second, task conflict positively affects relationship conflict; third, task conflict mediates the relationship between contractual coordination and relationship conflict; and finally, when total interdependence is higher, task conflict induces more relationship conflict. On the contrary, high interdependence asymmetry weakens the positive relationship between task and relationship conflicts.

This study highlights the importance of contracts in conflict management. The findings can guide practitioners in drafting suitable contracts to deal with task and relationship conflicts more effectively.

This study differentiates the effects of distinct components of contracts on task and relationship conflicts, and then reveals the contingent effects of interdependence on the relationship between task and relationship conflicts in inter-organisational transactions.

The Howard Shuttering Contractors case throws considerable light on the importance which the tribunals attach to warnings before dismissing an employee. In this case the tribunal took great pains to interpret the intention of the parties to the different site agreements, and it came to the conclusion that the agreed procedure was not followed. One other matter, which must be particularly noted by employers, is that where a final warning is required, this final warning must be “a warning”, and not the actual dismissal. So that where, for example, three warnings are to be given, the third must be a “warning”. It is after the employee has misconducted himself thereafter that the employer may dismiss.

The original legislation which introduced the redundancy payments scheme was the Redundancy Payments Act 1965. This was the first of the substantive statutory individual employment rights given to an employee; other individual employment rights, as for example, the right not to be unfairly dismissed, followed some years later. The Redundancy Payments Act 1965 has been repealed and the provisions on redundancy are now to be found in the Employment Protection (Consolidation) Act 1978.

The purpose of this paper is to examine the supervening loss of inter-organisational trust in long-term commercial contracts. The underlying research question is whether contract law – the legal institution regulating economic exchanges – should intervene and enable a party to a long-term commercial contract to extricate itself from a situation where a relationship of trust has broken down irretrievably.

This paper uses doctrinal methodology and theoretical conceptualisation to answer the underlying research question. The legal instrument chosen for analysis purposes is the UNIDROIT Principles of International Commercial Contracts. This paper also draws on extant literature on inter-organisational trust (including conceptual and empirical studies) to support the arguments and propositions. Furthermore, this study proceeds to assess the substantive justifiability of the proposed remedial measure using four normative values: legal certainty and predictability, protection of the performance interest, economic efficiency and the preservation of the relation.

The central argument put forward in this paper is the reformulation of draft Article 6.3.1 proposed by the UNIDROIT Working Group on Long-Term Contracts, which confers a novel right to terminate for a compelling reason. This paper presents a multidimensional model of inter-organisational trust that would serve as the conceptual framework for the proposed reformulation of the provision and establishes a coherent juridical basis for the legal solution that would accord with the Principles of International Commercial Contracts’ general remedial scheme. As for the normative assessment, this paper demonstrates that the proposed remedial measure would significantly promote efficient outcomes and positively serve the norms of legal certainty, protection of the performance interest and the preservation of the relation.

This paper addresses the lacuna in current legal scholarship in relation to the adverse socio-economic effects following trust violation and deterioration in inter-organisational relationships. Additionally, the propositions and findings should contribute to the workings of the UNIDROIT in adopting new rules and principles that would serve the special requirements of cross-border trade.

In The Times (10th July 1992) the following by line appeared on p1 ‘Body Shop wins unholy row with businesswoman’; announcing that Sir Peter Pain, sitting as a High Court judge, had granted an injunction restraining a Mrs Pauline Rawle, who was described as ‘an evangelical Christian woman’ from using the ‘Body Shop’ name in respect of six franchised shops in Bromley, Maidstone, Canterbury, Romford and Croydon (2 branches). It was alleged that the ‘close relationship’ essential to the franchise contract between Mrs Rawle and the Body Shop ‘had clearly broken down’. Mrs Rawle allegedly told staff to have nothing to do with Body Shop representatives and alleged a conspiracy against her and comparing herself with God and the Body Shop organisation to Satan! Mass dismissals of staff followed and the franchises were temporarily closed and re‐opened with inferior standards. This case is one of the few reported decisions on franchise operation in the UK.