There are two main sources of confusion in the public corporate governance debate. One is the confusion about the role of public policy intervention. The other is a lack of empirical knowledge about the corporate landscape where rules are supposed to be implemented and the functioning of today’s equity markets, where voting rights and cash flow rights are traded. To mitigate some of this confusion, this paper provides both an analytical framework for the role of public policy and a description of the empirical context that influences the conditions for that policy.

When encountering fraud or misconduct, the thought of commencing open ended civil litigation is enough to bring the majority of insolvency practitioners out in a cold sweat. Uncertainty about the outcome and the potential cost to the estate is usually the first concern, swiftly followed by the justifiable questioning of whether there is in fact a commercial upside.

I recently met with a senior investigator from the UK’s tax authority and discussed, amongst other things, a tax fraud which swept across Europe in 2010. Carbon credit tax fraud was a variation onMTIC (missing trader intra community) tax fraud which is often associated with mobile phones and computer chips.

NEWS AT 11: U.K. Court’s Impact on Cross-Border Insolvency Landscape (citation: David L. Barrack and Beret L. Flom, U.K. Court’s Impact on Cross-Border Insolvency Landscape, XXXII ABI Journal 3, 52-53, 100, April 2013) - David L. Barrack and Beret L. Flom

THE INTERNATIONAL SCENE: Offshore Jurisdictions Embrace Universalism in Waste2Energy (citation: Wayne P. Weitz and Tally M. Wiener, Offshore Jurisdictions Embrace Universalism in Waste2Energy, XXXII ABI Journal 3, 42, 117-19, April 2013) - Wayne P. Weitz and Tally M. Weiner

The Football League in England, organises and regulates the competition among the 72 Clubs below the Premiership. It also organises the League Cup (Capital One are sponsors).

Sanctioning of LBT Composition Plan Becomes Final: Following a consent solicitation process (unprecedented in the Netherlands) which ended on 25 January 2013, the LBT Composition Plan, as proposed by the debtor LBT in its Dutch bankruptcy, was accepted by an overwhelming majority (of 99 percent in number and 96 percent in amount) at the so-called Claims Admission Meeting (verificatievergadering) (“CAM”) held in the Amsterdam District Court on 7 March 2013.

The “crown jewel” lock-up, a staple of high-stakes dealmaking technology in the 1980s M&A boom, has been showing some signs of life in the contemporary deal landscape, albeit often in creative new forms. As traditionally conceived, a crown jewel lock-up is an agreement entered into between the target and buyer that gives the buyer an option to acquire key assets of the target (its "crown jewels") separate and apart from the merger itself. In the event that the merger fails to close, including as a result of a topping bid, the original buyer retains the option to acquire those assets.

The High Court in London has held that clients of insolvent UK brokers are entitled to a claim based on the value of their open positions as at the date of entry into administration or liquidation, rather than based on the value actually realised when those positions are closed.

EUROPEAN UPDATE: A Change of Direction for English Cross-Border Insolvency Law (citation: Frank Tschentscher, A Change of Direction for English Cross-Border Insolvency Law, XXXII ABI Journal 1, 38-39, February 2013) - Frank Tschentscher