There are three ways of becoming a shareholder: by subscribing to a new issue of shares in a company; by purchasing shares from an existing shareholder; or by transmission of ownership in shares due to the operation of law (for example, where shares are transferred to the beneficiary under a will). In this chapter, we focus on the first method: the issuing of shares and securities as a means of fundraising, commonly referred to as ‘raising capital’ or ‘equity raising’. The term ‘subscription’ describes the relationship where a company issues shares directly to a shareholder. The legal relationship between the company that issues and the shareholder who subscribes for new shares can be analysed using the contractual rules of offer and acceptance.

Our primary focus in this chapter is the issue of securities by public companies. Generally speaking, only public companies are permitted to raise capital by issuing securities to a broad cross-section of the public.

This chapter discusses laws and arrangements that impose obligations upon intermediaries to achieve some protection of clients involved in financial product transactions. We have already encountered some intermediaries who provide financial services in Chapter 17—the brokers who participate in the ASX markets. However intermediaries are usually involved in transactions involving financial products, so the range of people who are involved in, or who can influence financial product transactions is much wider and clearly includes financial advisers. Now we examine how the activities of some people in this diverse group are regulated to achieve a measure of investor protection.

The question of regulation of financial advice and financial services has been contentious in Australia over the last two decades. Following several large financial collapses, it is now recognised that the quality of financial advice in Australia is often poor, particularly to retail and other non-professional investors.

Corporate law, like all law, has a context; indeed, it has many contexts. To understand corporate law today, we need to appreciate the forces—social, political, economic, global and local— which shape that law. Modern corporations and contemporary Australian corporate law should be understood as a product of, and a compromise between, various social, economic and legal ideas and philosophies. This is the focus of the first two chapters of this book.

In this chapter, we ask the reader to temporarily postpone the quest for a more detailed explanation of the legal concepts that are introduced. We will come back to examine these concepts in detail elsewhere in the book.

The past three decades have seen the rise of clinical governance, firstly as a concept and ultimately as a system. Increasing knowledge of the scope of iatrogenic harm to consumers, coupled with public inquiries into poor care around the world, is driving the development of governance of clinical care into an established component of corporate governance. Many gains are being realised in Australia, including a reduction in infections and preventable, in-hospital cardiac arrests, improved experience and outcomes for patients, better governance of clinical care and more meaningful involvement of patients and consumers in health care.

The conclusion summarises the book and reflects on what is at stake in reconceptualising the transformation of European banking as extroverted financialisation. It contemplates recent financial endeavours to ‘improve’ our global financial architecture and finds most somewhat lacking in their ability to introduce a global financial system that serves social rather than financial ends. In fact, missing the implications of EF, some of these endeavours have the potential to worsen, rather than improve, the threats of credit crunches and crises. Alternatively, we might be better off to consider more radical solutions that tackle the very nature of USD debt creation and the financial architecture itself.

The chapter generally explores the role, function and regulation of private agents in professional tennis and contrasts similar issues as they arise in other sports in a variety of jurisdictions. The chapter starts off setting out agency in tennis in its particular context. It then goes on to ascertain the background to sports agents in general and tennis agents in particular. Attention is paid to the types and roles of agents in professional tennis, as well as their regulation by the key transnational tennis actors, in addition to their regulation by domestic and transnational rules. The chapter further explores the various contractual agreements between professional tennis players and agents and attempts to set out the law on player–agent contracts. In addition, it sets out a framework concerning the legal issues arising from player–agent relations in professional tennis

Chapter 5 lays out the institutional grounding for global financial markets and their currency, the USD. This provides an answer to an ongoing puzzle on the origins of the 2008 financial crisis. Scholars of the global banking glut hypothesis recognise that European banks were deeply connected to US finance but do not fully account for why this was the case. By contrast, this chapter demonstrates that, despite their global nature, US and Eurodollars are thoroughly grounded in US financial institutions, which has given US banks an additional competitive edge over other banks. The complex institutional infrastructure made US financial markets exceptionally deep and liquid so that US banks could flexibly fund their practices of liability management (LM) in US money markets and arbitrage between Euro- and USD markets. By contrast, European banks’ money markets were ill-equipped for LM while foreign banks faced heavy restrictions to bank in the US until the 1970s. This posed a key constraint to the international practices of the European banks. In response, German banks expanded their offshore funding practices to access more USDs to be able to compete against US banks.

Kansas’ tumultuous, violent early years drove the development of a distinctively intrusive, inexpert model of reform. The KCIR was a clear elaboration upon this historical pattern. Constitutional restraints left the state persistently underfinanced. The conflicts of the Bleeding Kansas period catalyzed political and mob violence that persisted until the 1890s. Progressive Republicans, the dominant political force in Kansas from the 1890s through the 1920s, thus developed an aggressive program of regulation of economic and personal conduct, a program not reliant on rational administration, for which there was no fiscal capacity or expertise, but upon an expansive legal conception of regulatory (or flatly coercive) interventions justifiable by appeal to the public interest. These reforms were often ineffective or too bold to withstand scrutiny in the US Supreme Court. The state’s leaders, like Governor Allen, had considerable first-hand experience with the difficulties, and in many cases the violence, of settlement: Their commitment to the state’s forceful variant of progressivism rose from deep and genuine fear of social disorder.

This chapter focuses on the second bridge between economic and social values in contract law, examining the role played by regulation in bringing together these values. The discussion questions the effectiveness of regulatory responses to business to consumer (B2C) relations in English consumer contract law, in protecting people not just as economic actors, but also as citizens, and in safeguarding values such as autonomy and human dignity. The analysis focuses on the regulation of unfair contract terms, unfair commercial practices, implied terms in contracts for the provision of goods, services and digital content, and on information and cancellation rights in business to consumer (B2C) contracts. This chapter also examines the concept of consumer vulnerability in trader– consumer relations.

Local news is in crisis. Too few subscribers are willing to pay the costs required to create sustained and high-quality local news products, and the advertisers that previously subsidized local news have fled to new sites, especially social media platforms. Press organizations and policymakers have begun experimenting with possible fixes. Media institutions have looked to new private funding models, especially nonprofit institutions supported by philanthropic foundations. And state legislators have begun testing different public financing vehicles for local media. Yet these efforts represent only a small set of possible solutions to the crisis in local news. And they have proven insufficient to save news organizations from financial devastation. This chapter argues that the local news crisis should be understood as an innovation failure, one that calls for solutions from areas of the law that have long grappled with similar problems. In markets like pharmaceuticals and technology, policymakers often employ “innovation policy pluralism,” or combinations of intellectual property protections with non-IP tools such as prizes, grants, and tax credits. Such combinations harness both free-market forces and government regulation to foster socially valuable services in productive ways. This chapter surveys these different innovation policy levers and maps them onto both existing and proposed local press interventions.

The same developmental principles account for both normal and disturbed development. Disturbed behavior too is coherent and meaningful. Psychopathology is an outcome of development. This applies to common problems such as idealization or over-control; childhood disturbances such as ADHD; and to extreme symptoms, such as the stereotypes of autistic children and the dissociation and thought disturbances of adults. All of these become more understandable when looked at through the lens of meaning.

Across the twentieth century, CEOs became more powerful, and their decisions had a sizeable effect on their company’s performance and the British economy. Some CEOs harnessed technological and organisational innovations which allowed companies to grow and become more efficient, resulting in improvements in national productivity. In contrast, the insularity and lack of dynamism of some CEOs played a significant role in Britain’s economic stagnation. History shows that who gets to the top matters. Based on this, the chapter goes on to argue that those involved in selecting and preparing CEOs need to develop pathways to the top that identify individuals with interpersonal characteristics, values, and vision focused on the long-term stewardship of companies. They need to improve diversity to ensure that a range of cognitive abilities and insights get to the top. Across the century, various corporate governance mechanisms have been used to address the principal–agent problem at the heart of the corporation. The chapter closes by arguing that corporate governance needs to be strengthened through legislation to align CEOs to the long-term interests of company stakeholders.