دانلود کتاب The UK and EMEA Corporate Counsel Handbook

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Foreword\nAcknowledgements\nTable of statutes\nTable of EU legislation\nTable of other legislation\nTable of cases\nChapter 1 Introduction\n The problem facing corporate counsel\n The shifting legal services landscape\n The imperative to act responsibly\n Diversity and inclusion\n The civil and criminal risks\n The first place to look\n Innovative features\n Difficulties and opportunities\nPart 1 Regarding the ‘Business of the Business’\nChapter 2 Selling in EMEA\n Introduction\n The composition of the EU\n European Economic Area (EEA)\n Switzerland\n Product rules and regulations\n Undifferentiated access to goods\n Guidance for traders on product requirements\n Non-discriminatory sales across the Union\n Geo-blocking\n Delivery and collection issues\n Reporting obligations\n What obligations are there\n What data to report?\nChapter 3 Agency and distribution agreements\n Introduction\n Agency\n Definition of ‘agent’\n Rights and obligations\n Remuneration\n Conclusion and termination\n National laws\n Distributors\nChapter 4 Advertising and promotion\n Introduction\n Advertising\n Recurring themes\n National legal frameworks\n Advertising in the UK\n Consumer protection from unfair trading\n Business protection from misleading marketing\n The CAP Code\n The BCAP Code\n Consumer credit advertising in the UK\n Promotion\n Recurring themes\n National legal frameworks\nPart 2 Regarding Humans: The Heartbeat of the Business\nChapter 5 Human resources\n Introduction\n The case of the intimidated Fortune 100 multinational\n How not to change a global corporate policy\n Employment terms and conditions\n Basic terms of employment\n Working Time Directive\n Maternity rights\n Parental leave\n Discrimination\n Whistleblowing and protected disclosures\n Background\n National example\n Health and Safety at Work\n Legislative aims\n Relevant legislative instruments\n Protection for temporary employees\n Staff handbooks\n Whistleblowing and protected disclosures\n Background\n National example\n Recruitment issues\n Discrimination\n Immigration\n Holiday entitlement, working time and pay\n Holiday entitlement\n Working time\n Opting out of the 48-hour week\n Social security\n Minimum wage\n Staff handbooks\n Acquisitions, mergers and corporate restructure\n EU Directive on Transfers of Undertakings\n To whom does the directive apply?\n What are the key definitions?\n Safeguarding employee rights\n What information and consultation with employees is required?\n Minimum protection levels\n Right of recourse\n Transfer of undertakings – UK\n Background\n What amounts to a transfer?\n To whom do the Regulations apply?\n Safeguarding employee rights\n Information and consultation\n Misuse of non-disclosure agreements\n Recent developments\nPart 3 Regarding the Governance of the Business\nChapter 6 Accounting and the law\n Introduction\n The accounting directive\n Who does the accounting directive apply to?\n What are the various categories of companies?\n What general principles apply?\n What general financial reporting principles apply?\n What matters of form and format apply?\n Management reports\n Revenue recognition\nChapter 7 Anti-corruption\n Introduction\n The Bribery Act 2010\n Jurisdiction\n Offence of bribing another person\n Offences relating to being bribed\n Function or activity to which bribe relates\n Bribery of foreign public officials\n Failure of commercial organisations to prevent bribery\n UN Convention against corruption\n National anti-corruption measures\n Final word\nChapter 8 Anti-money laundering\n Introduction\n The European Union’s Fourth Directive\n What is money laundering?\n Am I obliged to act?\n What are the key definitions?\n Customer due diligence\n Internal procedures and training\n Sanctions\n Fifth Directive\n National legislative measures\n United Kingdom\n Ireland\nChapter 9 Antitrust and anticompetitive practices\n Introduction\n Overview of European law\n The essential rules\n Sample corporate policy\n Best practices\n Dawn raids\n The consequences of breaking EU competition law\n Cartel activity\nChapter 10 Communications compliance\n Introduction\n The requirement to provide company information in email\n Confidentiality\n National requirements\nChapter 11 Data protection in the EMEA\n Introduction\n General Data Protection Regulation\n Scope\n Definitions\n Key principles\n What amounts to lawful ‘processing’\n Special categories of data – prohibitions and derogations\n Rights of the data subject\n Obligations\n Data breaches\n Data Protection Officer\n Transfers of personal data outside of the European Union\nChapter 12 Environmental, social and governance\n Introduction\n Environment\n Introduction\n Social\n Equality and employee relations\n Whistleblowing\n Health and safety at work\n Human rights\n Timely payment of suppliers\n Governance\n Bribery and corruption\n Corporate governance and directors\n Economic sanctions\nChapter 13 Product compliance and related issues\n Introduction\n The free movement of goods and the law\n Key features of the General Product Safety Directive\n General principle of product liability legislation\n Related legislation\n When does European legislation apply\n Application of legislation\n Making a product available on the market\n Placing on the market\n Products from outside the EU\n Putting into service\n Intended use\n Geographical application\n Manufacturers, importers, representatives, distributors\n Manufacturers\n Authorised representative\n Importer\n Distributors\n Product requirements\n Essential requirements\n Traceability requirements\n Technical documentation\n Declarations of conformity\n Marking requirements – the CE mark\n Conformity assessments\n Useful references\n Further guidance\n Official websites\n List of important EU legislation and decisions\nChapter 14 Transparency and fairness in supply chains\n Introduction\n Transparency in supply chains\n Modern slavery\n Non-disclosure agreements\n Recent developments\n Antitrust and anticompetitive practices\n Overview of European law\n The essential rules\n Sample corporate policy\n Best practices\nPart 4 Regarding Geo-political Upheaval and the Business\nChapter 15 Geo-political considerations for corporate counsel – Brexit\n Introduction\n Article 50\n Legislative impacts\n Aspects of Brexit legislation\n The future relationship between the United Kingdom and the EU\n What will the future look like?\n Miscellaneous matters\nPart 5 Regarding the Future of the Business\nChapter 16 Future challenges and opportunities\n Introduction\n Space law\n What are the key documents?\n The Outer Space Treaty\n The Moon Agreement\n The Liability Convention\n The Rescue Agreement\n The Registration Convention\n Governing principles\n National law\n Luxembourg and proprietary rights in space\n What is the outlook for the future?\n Climate change and the law\n Introduction\n Renewable Energy Directive\n Energy Efficiency Directive\n Implementation\n Case study – UK\n Conclusions\nPart 6 Regarding any other Business\nChapter 17 Primer in trusts\n Introduction\n What is a trust?\n How are trusts different to other concepts?\n What is bailment?\n What is agency?\n How are contracts different?\n What powers does a trust convey?\n What about wills and intestacy?\n What kind of trusts are there?\n What is an express trust?\n What is a constructive trust?\n What is a resulting trust?\n What are simple and special trusts?\n What are discretionary and fixed trusts?\n What are protective trusts?\n What are purpose trusts?\n What formalities are required to create a trust?\n What are the essential elements of a trust?\n Certainty of intention\n Certainty of subject matter\n Certainty of objects\n Fixed trusts\n Discretionary trusts\n Administrative unworkability\n Conceptual and evidential uncertainty\n How are trusts constituted?\n Equity will not assist a volunteer to perfect an imperfect gift\n Is a transfer of trust property required?\n What about where the trust is declared by the settlor?\n Resulting trusts\n What are the characteristics of resulting trusts?\n Can resulting trusts occur automatically?\n What is a Quistclose trust?\n What is a presumed resulting trust?\n How to rebut the presumption of a resulting trust\n Constructive trusts\n What are the characteristics of a constructive trust?\n What is a new model constructive trust?\n Is the trust void and/or voidable?\n How are trusts administered?\n What does the office of trustee entail?\n How are trustees appointed?\n How are trustees removed?\n Can a trustee retire?\n What are the duties of trustees?\n Are there restrictions on investment?\n May a trustee make a profit?\n Must a trustee keep accounts and provide information?\n Is there a duty on trustees to distribute property?\n Can a trustee delegate authority?\n What are the powers of trustees?\n May a trustee sell property?\n What about maintenance and advancement?\n What other powers does a trustee have?\n What liability do trustees face?\n International recognition of trusts\n What are the recognised characteristics of a trust under the Convention?\n Exceptions\n What law will govern the trust?\n What aspects of the trust shall be governed?\n What does recognition imply?\n Conflicts of law\n Where there are a number of territorial units in a state\n Trust registration\nAppendix A EU controller to non EU/EEA processor – standard clauses\nAppendix B EU controller to non EU/EEA controller – standard clauses\nAppendix C EU controller to non EU/EEA controller – standard clauses\nAppendix D Specimen CCTV policy – EMEA\nAppendix E Specimen AML policy – EMEA\nAppendix F Specimen third party due diligence policy – sanctions screening policy – EMEA\nAppendix G Specimen modern slavery/transparency in supply chains statement\nAppendix H Specimen competition policy – EMEA\nAppendix I EU Preparedness Statements on Brexit*\nAppendix J Types of undertakings to which the accounting directive applies\nIndex