This work deals with the liability of the holding company for the debts of its insolvent subsidiaries. In analyzing the current position under English law, the work challenges as outmoded and inadequate the virtual dogma that a holding company is not answerable for the debts of its insolvent subsidiaries. The study identifies four separate and distinct types of behavioural practices within corporate groups which may prejudice the interests of external creditors or otherwise constitute an abuse of the corporate form; the subservient subsidiary situation; the inadequately financed subsidiary situation; the integrated economic enterprise situation; and the group persona situation. After weighing the various arguments for and against a change in the law and concluding that reform is called for, the study proceeds to submit some radical proposals for reform. The basic thrust of the reform proposals is that in a number of well-defined situations entity law should give way to an enterprise analysis and holding company liability should be imposed for the debts of insolvent subsidiaries.

What happens when a corporate subsidiary or network company is unable to pay personal injury victims in full? This book sets out to tackle the 'insolvent entity problem', especially as it arises in cases of mass wrongdoing such as those involving asbestos exposure and defective pharmaceuticals. After discussing the nature of corporate groups and networks from the perspectives of business history, organisation studies, and social theory, the book assesses a range of rules and proposed rules for extending liability for personal injuries beyond insolvent entities. New proposals are put forward for an exception to the rule of limited liability and for the development of a flexible new tort based on conspiracy that encompasses not only control-based relationships but also horizontal coordination between companies. The book concludes with a general discussion of lessons learned from debates about extended liability and provides guidelines for the development of new liability rules.

Today's economic and social context demands that corporations - once seen only as private actors - owe duties to the public.

As Hong Kong enters its third year under Chinese rule, the prognosis for the common law remains uncertain. Can the improbable doctrine of 'one country, two systems' be made to work? Will the political controversies that continue to bedevil the territory undermine the rule of law and the integrity of the legal order? The 21 essays in this important new collection consider these, and many other, questions. The first part examines several problems that lie at the heart of the Basic Law's promise of legal continuity. Hong Kong's economic order and its legal buttresses are analysed in Part 2, while the essays in Part 3 trace the shifts in social values as reflected both in Chinese and Hong Kong law. Though they embrace a wide area, the contributions to this volume suggest that, while many problems lie ahead, Hong Kong's law and legal system seem adequately entrenched to endure well into the future. Raymond Wacks is Professor of Law and Legal Theory at the University of Hong Kong. He is an international authority on the legal protection of privacy, and has also published widely in the field of legal theory. Professor Wacks has edited several books on Hong Kong law and human rights. His recent books include Privacy and Press Freedom (1995). The fifth edition of his text, Jurisprudence will appear in early 2000. “(B)y far the most comprehensive study of the post-1997 legal order I have come across, covering nearly all the subjects which the Basic Law touches upon... (I)t contains much insightful analysis of the historical development and future issues surrounding each topic... A very valuable contribution to scholarship... Far more importantly, there is no collection that comes close to such an array of good analysis on so many topics.” — Anthony Neoh, SC, Visiting Professor, Peking University

This book contains a series of studies of the regulation under English law of the range of business organisational structures available to entrepreneurs. It analyses the commonest of these structures,including limited companies (public and private), groups of companies, privatised enterprises, and partnerships, as well as the more specialised forms such as industrial and provident societies, banks, building societies, insurance companies, joint ventures, franchise agreements, limited partnerships and overseas companies. Set within the context of a period of considerable actual and proposed legal change, the contributions (from recognised authorities in their respective fields) analyse the broad regulatory structure adopted for each of the above business forms, outline the changing patterns of regulation and consider likely future developments. Several broad themes run through the work, including the relationship between the economic desirability of facilitating enterprise and the need to regulate against possible abuse; stakeholder protection; pursuit of risk management strategies and the implications of European harmonisation in the business sector.

Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that give holders different claims on the firm's assets. Recent scholarship in this area explores precisely how legal mechanisms affect corporate finance and the development of financial markets. The legal environment is crucially important in explaining the choices that companies make about their capital structure. This book combines company law, capital market regulation and commercial law to give readers a detailed understanding of the legal and regulatory issues relating to corporate financial transactions. Informed by insights from the theoretical and empirical work of financial economists, the book examines, from a legal perspective, key elements of corporate financing structures and capital markets in the UK. The authors' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation.