The Due Diligence Handbook: Corporate Governance, Risk Management and Business Planning pptx

The Due Diligence Handbook
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The Due Diligence Handbook
Corporate Governance, Risk Management
and Business Planning
Linda S. Spedding
AMSTERDAM • BOSTON • HEIDELBERG • LONDON • NEW YORK • OXFORD
PARIS • SAN DIEGO • SAN FRANCISCO • SINGAPORE • SYDNEY • TOKYO
CIMA Publishing is an imprint of Elsevier
CIMA Publishing is an imprint of Elsevier
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First Edition 2009
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To all of my family, especially Ajan and his father:
‘ One way to remain clear is to identify with everything outside oneself. When looking
at water, experience the water as oneself. If one sees a bird, feel that bird. Really under-
stand how connected people are to trees, plants and clouds … ’ .
Dr S Purna, The Truth Will Set You Free (1987), Element Books, p. 81.
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Contents
Acknowledgements xiii
Foreword xv
Preface xvii
Author and contributors xix
Table of international statutes xxiii
Table of statutory instruments xxvii
Table of cases xxix
List of key abbreviations xxxi
Chapter 1 Introduction and traditional due diligence 1
Chapter Overview 2
Legal due diligence 6
Financial due diligence 25
Risk and insurance due diligence 26
Beneficiaries of due diligence 28
Transactional and operational concerns – integration

value post-merger 28
Other business issues 34
Drivers for ongoing due diligence 35
The interaction with risk management and
corporate governance 37
Transactional and operational assessments 41
Reference 42
Appendix 42
Chapter 2 Due diligence in corporate finance 51
Chapter Overview 52
Due diligence process 55
Anti-money laundering due diligence 56
Financial due diligence 57
Tax 59
Commercial due diligence 60
Prior borrowing arrangements 60
Commercial contracts and arrangements 61
Licences and intellectual property rights 61
IT 62
Real estate and business assets 62
Employees, consultants and directors 63
Pension arrangements 64
viii
Insurance 64
Environment 65
Warranties and indemnities 65
Litigation 65
Regulation 66
Risk management 66
Reputational risk 67

References 67
Appendix 67
Chapter 3 Money laundering and terrorist financing 71
Chapter Overview 72
History 72
The Law of AML/CFT 73
International organisations 80
Indicators of money laundering and terrorist
financing offences 83
Measures to prevent money laundering 84
Cost effectiveness 86
Conclusion 88
Chapter 4 Trends and drivers for due diligence and
corporate governance 89
Chapter Overview 90
Opening Remarks 90
Internal trends and drivers 92
External trends and drivers 98
Key governance trends 130
References 149
Appendix 149
Chapter 5 Key due diligence and corporate governance
management issues 151
Chapter Overview 152
Litigation 153
Alternatives to litigation 160
The role of tribunals 169
Due diligence and late payment issues for business 170
Business interruption and recovery 173
Insolvency 175

Business continuity and operational risk management
by D. Kaye 176
Case study 1: Priorities for business continuity
management – a London case study by
James Ford and James Heal 181
Other threats to business continuity 182
Buncefield – a lesson in contingency planning for business 184
Contents
ix
Barriers to developing contingency plans 185
Encouraging business continuity management 187
Crisis management – views from the USA 188
Security Risk Assessment as part of corporate due
diligence in the USA by J. Sarracino 193
American Society for Industrial Security guidance 197
Private security assessment options 198
Case studies are instructive on the cost and benefits
of risk assessment 199
Case study 2: Hurricane Katrina – a US case study on
Sandy Whann bakery’s preparation 200
Checklists and forms 201
References 204
Appendix 205
Chapter 6 Commercial due diligence case studies 211
Chapter Overview 212
Case study 1: The biotechnology industry by Z. Hamzah 213
Case study 2: The shipping industry by M. Dance 221
Case Study Conclusion 234
Other key case studies 234
Chapter 7 Reputational due diligence and risk management 247

Chapter Overview 248
Reputation and Goodwill; Value 248
Reputation due diligence 250
Integrated reputation risk management 276
References 279
Appendix 280
Chapter 8 Cultural due diligence 285
Chapter Overview 286
A managed risk culture 288
Change management 291
Culture clash in mergers and acquisitions –
risk mitigation 293
Appendix 300
Chapter 9 Information technology and e-commerce: issues of due
diligence, risk management and corporate governance 305
Chapter Overview 306
Data handling risks 308
Contract risk in e-commerce 319
Business interruption 325
Technology due diligence managing legal risk exposure 325
Management of intellectual property issues 327
Legal risk issues in Internet commerce 330
Contents
x
Protecting digital assets 337
Managing liability issues 339
Designing a risk management framework 341
Legal audit 342
Conclusion 342
Appendix 343

Chapter 10 Corporate governance issues 345
Chapter Overview 346
Corporate governance definitions and drivers 346
The Cadbury Report 349
The Greenbury Report 352
The Hampel Review and the Combined Code 353
London Stock Exchange listing rules 355
The Turnbull Report 356
Recent developments 360
Practical corporate governance 361
The role of risk management 365
Systems and methodologies for risk management 367
The OFR and the Companies Act 2006 372
Business Review Overview 376
Conclusion 378
References 379
Chapter 11 The Sarbanes-Oxley Act of 2002 381
Chapter Overview 382
Basic goals of the Act 383
Specific aspects of the Act 388
Environmental issues under SOX 407
Chapter 12 International dimensions and corporate governance:
the Indian perspective 415
Chapter Overview 416
History of governance in India 417
Corporate governance in India 418
The legal and regulatory framework regarding corporate
governance in India 419
Corporate governance – Indian practice 421
Capital market regulations 427

Committees on corporate governance 433
Other corporate laws of India 437
Trends in India 437
Other South Asian countries corporate governance
profiles 438
Appendix 448
Contents
xi
Chapter 13 International dimensions: corporate governance in
Hong Kong special administrative region and the
People’s Republic of China 471
Background to corporate governance in Hong Kong 472
Directors ’ duties 473
Transparency and disclosure 483
Executive pay 486
Shareholders ’ protection 486
Corporate governance in the People's Republic of China 488
Two-tier board structure 494
Executive incentive compensation 495
Corporate disclosure and transparency 495
Conclusion 495
Chapter 14 International dimensions: corporate governance in
Australia 497
Chapter Overview 498
What is good corporate governance? 500
Checks and balances – separation of power and
responsibility 504
Conflict of interest 505
Changes in accounting practices 507
External advice to assist in good governance 509

HIH: a case study of a catastrophic failure in corporate
governance 510
Emerging issues: going international 515
Conclusion 517
Chapter 15 Corporate governance in Japan 519
Chapter Overview 520
The core problems of corporate governance in Japan 520
General meetings of the shareholders 523
Shareholders’ rights 525
Alteration to the articles of incorporation 526
Conclusion 533
Chapter 16 Environmental due diligence and risk management:
sustainability and corporate governance 535
Chapter Overview 536
Transactional tools 538
Environmental auditing and international standards 543
Environmental accounting and managerial decisions –
governance issues 554
Environmental insurance – reducing risk and liability 561
Business and sustainability, shared responsibility and
climate change – an EU and international update 563
Contents
xii
Environmental liability 576
The voluntary markets 586
Basic facts about REACH 593
The environmental balance sheet 598
Trends in transboundary trade and environmental
standards 599
Annex 608

Appendix 610
Chapter 17 Charity considerations: issues of transparency and
governance 643
Chapter Overview 644
Accountability and corporate giving 645
Fundraising and related developments 646
The Charities Act 2006 647
Reporting requirements 649
Protecting whistleblowers 652
Governance issues 653
Trustees duties – governance for non-profits in the USA 654
The Tyson Report 655
Conclusion 656
Chapter 18 Governance in the family, the family business and
family trusts 657
Chapter Overview 658
Governance theories and practice 664
Governance, the family and long-term wealth preservation 667
The family in business 672
Family trusts 674
Letter of wishes 676
Protector 676
Conclusion 677
Appendix 678
Index 683
Contents
Acknowledgements
I, the author, wish to express my gratitude to all of those who have encour-
aged and supported the preparation of the second edition of this handbook,
both those who are mentioned expressly and those who are not. Many rel-

evant and significant developments have taken place since the first edition,
including the recognition of Climate Change as a core business issue. These
have involved considerable rewriting and the inclusion of additional material,
particularly in the context of trends and drivers for change (for instance in
Chapters 4, 6 and 16).
This edition could not have been completed without the contribution of
reliable colleagues who have updated the chapters referred to in the Author
and Contributors Section and whose profiles are summarised separately.
For these contributions I have enjoyed an editorial role in the main. My
thanks also to Adam Rose, my co-author for the Business Risk Management
Handbook (published also by Elsevier this year ISBN: 978-0-7506-8174-2),
who has assisted with some updating of Chapters 4 and 7.
In addition, several other colleagues have provided material in chapters and
checklists that enabled the revision of the remaining chapters in a timely manner.
Accordingly I acknowledge and thank (generally in order of their input) Charles
F. Bacon, Christopher Davis, Mike Dance (Jackson Parton, Shipping Solicitors),
Jonathan Barber (SERM), Professor Bob Lee (BRASS), Jaylene Sarracino and
David Kaye (Risk Reality). I also thank Steven T. Miano (Wolf, Block, Schorr
and Solis-Cohen LLP), Zaid Hamzah, Claude S. Lineberry, Jayant Bhuyan,
Vijay Sardana (Achievers’ Resources Pvt. Ltd), Cate Newnes-Smith (Director,
Mountain Top), Stephen Mason a barrister specialising in e-risks, e-business,
IT, data protection and commercial law, Jaspreet Singh, an International Human
Rights Lawyer and Peter Roderick of the Climate Justice Programme, as well
as Jacqueline Maclennan and Jesse Scott (White and Case Brussels Office), Jim
Melton Bradley at the Charity Commission, and my colleagues at EFR.
As regards the Appendices, I would like to acknowledge the following for
their contributions: Chapter 1: Item 1 – Hemant Batra (Kaden Borriss, Delhi),
Item 2 – Christopher Davis; Chapter 8: Jayant Bhuyan, CEO, IBEF (formerly
of ASSOCHAM); Chapter 12: Item 1 – Vinay Somani (Karmayog, which is the
Convenor of the NGO Council in India, which works on civic issues), Item

2 – Y.C. Deveshwar (Chairman, ITC) and Nazeeb Arif (Head of Marketing,
ITC) regarding the insertion of the AGM 2007 speech; Chapter 16: Item 1 –
William L. Pence (Akerman Senterfitt), Item 2 – Katherine Miles (Network
Communications Coordinator at the Global Reporting Initiative (GRI)) and
Covive (one of GRI’s organisational stakeholders), as well as Aon Insurers for
the site extract at Item 3.
xiv
I also wish to emphasise my thanks to my publishers, Elsevier, for their
continued positive enthusiasm and support and to Mike Cash in particular.
Many special thanks to Dr Purna, whose guidance and ongoing advice
have been a constant source of inspiration and my son Ajan who has encour-
aged me throughout.
I also acknowledge the painstaking proofreading of my mother, who has
provided this service lovingly since my first publication in 1986 and who will
celebrate her 84th birthday in 2008. In addition, I acknowledge the encour-
agement of my father, who has respected my writing over the years and who
believes in my work.
Furthermore, I acknowledge the patience, encouragement and support of
my family, who have shared my time and attention, while I worked on this
project, and for their belief in my work.
Finally I would like to express my appreciation to all those who have
inspired and supported me but I have not mentioned above.
While I gratefully acknowledge the assistance of all of the above, the con-
tributors and I accept responsibility for the final publication. Nevertheless it
should be emphasised that, since the information included is not legal advice,
any reader should, of course, seek relevant expert advice on areas of specific
concern.
Dr Linda S. Spedding
Acknowledgements
Foreword

The International Chamber of Commerce (ICC), the world business organisa-
tion, promotes an open international trade and investment system and the
market economy. Our conviction that trade is a powerful force for peace and
prosperity dates from our earliest years, when the small group of business lead-
ers who founded ICC called themselves ‘the merchants of peace ’. Increasingly,
experience is demonstrating the significant benefits brought by international
trade and investment in faster economic growth and significant reductions in
poverty – as strongly evidenced by the current economic success of India and
China resulting in the ability to reduce poverty levels in both these countries
significantly. However, for the effective operation of the international trad-
ing system, good governance at country level and at company level are both
essential. ICC promotes the benefit of a rule-based trading system and clear
self-regulation in all aspects of operation built around an effective corporate
governance system. For corporate governance to be effective, clear policies
must be in place but also the tools, guidelines and experience must be avail-
able to translate policy into effective implementation.
It is for this reason that we welcome the second edition of this publication
by Dr Linda Spedding, which clearly demonstrates and endorses the impor-
tance of effective due diligence, not only when making international acquisi-
tions, but also as an integral continuing corporate approach. It provides clear
guidance and case studies to help all involved understand the complexity of
the issues involved and to demonstrate the detailed work that is necessary
both to ensure that the benefits of an acquisition can be realised and that there
are no unexpected problems, for example through damage to corporate rep-
utation that more than offsets the targeted benefits. As high profile business
failures tarnish the reputation of international business, it is essential that
business responds by having the policies and practices in place in day-to-day
operations and in particular, as this book so effectively demonstrates, when a
major business development such as an acquisition is being implemented.
Dr Spedding is well known to the ICC as an international lawyer with a

substantial reputation as consultant, author and speaker on significant com-
mercial matters. She is to be congratulated on this valuable and timely contri-
bution to the debate on due diligence and sound corporate governance.
Andrew Hope
Director
ICC United Kingdom
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Preface
As was mentioned previously, the times and business priorities are changing
at a rapid pace: no longer do organisations aspire to profit for shareholders
alone – they are increasingly answerable to other stakeholders. As a result of
regulatory and media pressure, in particular, best practice, transparency, open-
ness and fair play are needed to be successful and sustainable in business.
While traditional concepts still exist and are referred to in this handbook, new
meanings are also developing. It is a constant evolutionary process which few
organisations can avoid, regardless of their size, sector or location.
The effective running of any business, large or small, is no minor undertak-
ing. We are in an era of instant communication, media interest and increasing
global management demands, requirements and trends. As a result, enhanced
business knowledge, improved commercial awareness in addition to the appro-
priate technology and tools are vital. Traditional barriers and divisions of
responsibility are being dismantled and the concepts of due diligence, corporate
governance and risk management must be recognised as holistic business issues.
The second edition of this handbook is not intended to deal with every
aspect of due diligence – the intention is to consider due diligence having
regard to corporate governance, risk management and related drivers in the
context, also, of business planning. It combines traditional business strategies
with recent trends in due diligence and corporate governance in an accessible
manner that enables business and their advisers representatives to operate in
a more proactive and responsible way. The objective is to provide an overview

of the key concerns while offering some practical tools in the form of check-
lists and case studies that can assist with business strategy.
A preliminary overview of the traditional approach to legal due diligence
is dealt with at the outset. However, the reader should appreciate that this
handbook regards the due diligence process as an ongoing exercise. It extends
to areas of business activity that go well beyond the transaction/deals with
which it is usually associated to embrace many aspects of business operations
and performance.
Corporate governance and risk management can also be seen as part of
an organisation's ongoing internal due diligence. While certain matters clearly
have a basis in regulation it is important to regard this handbook as a business
resource rather than a legal text. As a general rule, the stated position relates
to the UK unless otherwise mentioned or indicated. Wherever it is helpful,
comparative and/or regional or international trends and standards are also
discussed. In view of the global nature of the developments and their exten-
sive impact, the international dimension is considered. Selected countries
include India (with some comment on the SAARC region), Hong Kong, China,
xviii
Australia and Japan. These chosen jurisdictions are responding to the need for
improved corporate governance and remain important. Bearing in mind the
enormous influence of US developments in general, and the Sarbanes-Oxley
Act of 2002 (SOX) in particular, the handbook provides a revised overview of
the American framework.
The reader should be aware that this is a vast and developing debate –
indeed many of the issues are each worthy of a book in themselves. As such,
the treatment in this handbook must be selective with the intention to pro-
vide a different approach or angle to a subject that is covered regularly by the
media and the Internet. In view of the significant acceptance by the scientific
community of the impact of Climate Change since the first edition – and the
urgent need for business to respond in a responsible manner – substantive

additional material regarding Climate Change issues has been included in this
edition. Moreover additional material on the growing problem of economic
crime has been included.
Finally, it should be emphasised that throughout this edition attention is
given to the impact of developments on smaller organisations, including small-
and medium-sized enterprises (SMEs), as far as is practicable. Since they are
regarded as the backbone of most economies, any comments addressed to them
therefore have a broader relevance for the economy and society.
It is to be hoped that the reader enjoys the contents as much as the author
has enjoyed engaging in such an important debate.
Dr Linda S. Spedding
Preface
Author and contributors
Dr Linda S. Spedding, international lawyer and business adviser
Dr Linda Spedding is a practising solicitor (England and Wales) and attorney at
law (USA). She has worked at the Legal Service of the European Commission
in Brussels and in matters before the European Court in Luxembourg. During
her career she has been a partner and a consultant with international law
firms. Currently Dr Spedding provides consultancy advice to law firms and to
clients in both the private and the public sectors. As an international lawyer
also qualified as an advocate in India, Dr Spedding keeps abreast of practical
professional developments through her network of long-standing professional
connections and membership of associations. She provides the ideal mix of
experience as a practitioner and author, who also speaks regularly at confer-
ence and training sessions. She is well respected for her contribution to the
sensitive debate over sustainability, climate change and responsible corporate
behaviour. She has practised in the area of due diligence as a consultant with
organisations and law firms which specialise in international mergers and
acquisitions as well as with other expert colleagues overseas. She has been
particularly concerned with legal business issues that affect small business.

Dr Spedding has written extensively on due diligence and related areas of
business risk. In her capacity as an international environmental lawyer and an
adviser to SERM and EFR, she has developed corporate governance as a spe-
cialist area of advice for business.
Stephen David Jones and Vieoence Prentice, Jirehouse Capital
(Chapters 2 and 3)
Stephen David Jones is a practising solicitor and the principal and founder of
Jirehouse Capital, London, an incorporated legal practice that, together with
its affiliates, provides legal and fiduciary services to a wide international cli-
ent base. He is also a Fellow of the Securities Institute and has investment
management qualifications. Vieoence Prentice is a legal assistant at Jirehouse
Capital and is also currently completing a Bachelor of Laws at the London
School of Economics and Political Science. Previously, he worked for 3 years
as a financial services regulator in Nevis. He graduated from the Pennsylvania
State University as a Schreyer Scholar with a BSc degree in Finance.
David Kaye (contributor to Chapter 5)
David is an author and lecturer on risk management and continuity subjects
and guides a wide range of companies and public sector organisations around
the world. David has spent much of his working life resident and with bottom-
line responsibility for financial services businesses in the UK, The Netherlands,
xx
The Caribbean, Singapore and Malaysia. David later became a Divisional
Director within the multi-billion pound Multinational with responsibility
worldwide for operational risk and continuity planning . He is the Institute of
Risk Management's (IRM) lead examiner on business continuity, author of the
Chartered Insurance Institute's textbook on Operational Risk Management .
In 2006 he co-authored the book A Risk Management Approach to Business
Continuity, published by Rothstein. David is a Fellow of the Chartered
Insurance Institute, a Fellow of the Royal Society of Arts, a Fellow of the
Business Continuity Institute, and a Member of the IRM.

Jaylene M. Sarracino, JD University of Maryland University College
(contributor to Chapter 5)
Jaylene M. Sarracino holds a BA in Criminal Justice and a JD from the
University of New Mexico in Albuquerque, New Mexico. She is on the teach-
ing staffs of the University of Maryland, University College (UMUC) and
Norwich University and is now the Assistant Academic Director of Criminal
Justice and Legal Studies at UMUC. She currently sits on the Editorial Board
for WomeninLaw.com and continues as a Member of the American Bar
Association, Maryland Bar Association, D.C. Bar Association, and is also a
Member of the Bar of the US Supreme Court .
Olga Reese, Cass Business School (Chapter 7)
Olga Reese has completed an MSc in Insurance and Risk Management at Cass
Business School (dissertation and interest in reputation risk management, etc.)
in 2005 and her MA in Politics, Security and Integration at SSEES, UCL, in
2003. During her MA, Olga submitted a dissertation on the Russian oil indus-
try in the context of CSR.
Laura Washburn, Britton Seal & Laura Schmissrauter, Bradley Arant Rose &
White LLP (Chapter 11)
Founded in 1871, Bradley Arant Rose & White LLP has over 250 US-based attor-
neys who serve a wide variety of national and international clients in numerous
practice areas. Laura, Britt and Laura are members of Bradley Arant's Corporate
and Securities Practice Group, focusing on, among other things, public compa-
nies and their compliance with federal and state securities laws, mergers and
acquisitions, private equity transactions, and business entity formation and cap-
italisation. Laura Washburn is also a Member of the firm's Sarbanes-Oxley Task
Force and has developed expertise advising public and private companies of
the impact of the Sarbanes-Oxley Act of 2002 on corporate governance. Bradley
Arant is the largest law firm headquartered in Alabama and one of the largest in
the Southern United States. It maintains offices in Birmingham, Huntsville and
Montgomery, Alabama; Jackson, Mississippi; Charlotte, North Carolina; and

Washington, DC. Bradley Arant serves clients in numerous industries including
accounting, automotive, banking and finance, biotechnology, construction, edu-
cation, emerging business, energy, equipment leasing, forest products, health
care, insurance, manufacturing, materials and aggregate production, media and
Author and contributors
xxi
communications, mining, municipal and public finance, oil and gas, pharma-
ceuticals and medical devices, public utilities, real estate, retail, steel, technol-
ogy, telecommunications, textiles, transportation, and venture capital.
Ramni Taneja
Ramni has an extensive international and all India civil practice. The areas
of practice of the firm are acquisitions and mergers, domestic and foreign
banking, commercial disputes, conflict of laws, contracts, corporate govern-
ance, foreign direct investment, finance, venture capital, securities, interna-
tional offerings, joint ventures, mutual funds, insurance, leasing, corporations,
energy, intellectual property, shipping, air transportation, litigation before all
tribunals and courts in India, and commercial arbitration. The firm advises
business groups, government companies and commercial banks in India –
Bombay and Delhi – and has an extensive international clientele.
Angela Wang & Co. (Chapter 13)
Established in 1995, Angela Wang & Co. is a business-focused Greater China
legal practice with a dedicated group of local and expatriate lawyers quali-
fied in multiple jurisdictions. Experienced lawyers in their Hong Kong and
Shanghai offices advise a wide range of business clients on all aspects of
corporate and commercial law, mergers and acquisitions, corporate finance,
employment law and commercial litigation in Hong Kong and the People's
Republic of China (PRC). In this edition Emma Xin Yang has updated the
chapter. She attended University in Shanghai and has revised the section. She
has qualified as a lawyer and an accountant in the PRC and is currently com-
pleting her qualification as a CPA in Australia and working at the Australian

National Law firm Hunt & Hunt.
Jim Harrowell, Partner Hunt & Hunt (Chapter 14)
Jim Harrowell is a partner and former Chairman of the Australian National
Law firm Hunt & Hunt and Interlaw, an international association of for-
eign law firms. Jim in addition to his legal qualifications is a Fellow of the
Australian Institute of Company Directors, an Associate of the Hong Kong
Society of Accountants and Associate of the Australian Society of Certified
Practising Accountants. He is also the Chair of the Australian Government
regulator of nursing homes, advises clients on issues of governance and also
speaks regularly at seminars on governance issues.
Shuichi Namba, Koichi Nakatani and Richard G. Small, Momo-o, Matsuo &
Namba (Chapter 15)
Shuichi Namba, LLM (Columbia), is a member of the Japanese Bar, New York
Bar and California Bar. He became an associate at Ozaki & Momo-o in 1984.
In 1986 he enrolled at Columbia Law School from which he was awarded
a Master of Law (LLM) in 1987. In February 1988 he was admitted to the
New York Bar. In December 1988 he was admitted to the California Bar. From
June 1989 he became a founding partner of Momo-o, Matsuo & Namba. Koichi
Author and contributors
xxii
Nakatani is a member of the Japanese Bar. He joined the Legal Department of
IBM (Japan) in 1997. In 2004 he became an associate at Momo-o, Matsuo &
Namba. Dr Richard G. Small, LLM (London), PhD (London), member of the
New York Bar, joined Momo-o, Matsuo & Namba in 2001 following a Research
Fellowship at the International Center for Comparative Law and Politics,
Graduate School of Law and Politics, University of Tokyo.
Gray E. Taylor (contributor to Chapter 16)
Gray Taylor is the leader of the climate change and emission trading practice
group and the environmental practice group. His practice focuses on climate
change and environmental issues affecting businesses in Canada and abroad.

Having acted on commercial arrangements and transactions in Canada, the
US and elsewhere in the world for over a decade and a half before turning
to environmental and climate change issues, Gray brings a understanding of
business realities, practices and goals to his climate change, emission trading
and environmental law practice. In his climate change practice, he focuses on
emissions trading transactions (ERPAs and related financing and transactional
documents for a broad range of CDM, JI, Alberta regulatory and voluntary car-
bon deals) and advising on corporate governance and climate change business
planning issues.
Nicola Jones, Solicitor (Chapter 18)
Nicola Jones is a solicitor in England and Wales (1987), and was called to the
Bermuda Bar in 1997. She specialised in UK taxation, corporate and trust law.
She is currently working as a family business and wealth adviser and contrib-
utes to professional press and international public speaking engagements.
Author and contributors
Table of international statutes
UK
1977 Unfair Contract Terms Act 1.21
s 11(1) 1.21
1984 Data Protection Act 9.3
1985 Companies Act 4.22
s 221 Chap 7 App
1985 Business Names Act 4.22
1985 Companies Consolidation (Consequential Provisions) Act 4.22
1986 Financial Services Act 1.21
s 150 1.21
s 166 1.21
1986 Insolvency Act 4.22
1986 Company Directors Disqualification Act 4.22
1986 Financial Services Act 4.22

1990 Computer Misuse Act 9.11
1990 Computer Misuse (Amendment) Bill 9.11
1995 Environment Act 16.46
1996 Arbitration Act 5.19
1998 Late Payment of Commercial Debts (Interest) Act 5.33, 5.36
1998 Data Protection Act 3.34, 9.3, 17.3
1999 Access to Justice Act 5.10
2000 Financial Services and Markets Act 4.22
2000 Information Technology Act Chap 8 App
USA
1898 Bankruptcy Act 5.41
1933 Securities Act 11.11
s 11 11.11
s 11(b)(3) 1.4
1934 Securities and Exchange Act 11.13
s 3(a)(12) 11.15
s 3(a)(7) 11.15
s 12 11.15
s 13(a) 11.7
s 15(d) 11.15
s 15(d) 11.7
1970 Bank Secrecy Act 3.2
xxiv
1977 Clean Water Act 5.56, 16.50
1978 Bankruptcy Reform Act 5.41
1980 Comprehensive Environmental Response, Compensation
and Liability Act 5.56
1986 Superfund Amendments and Reauthorisation Act 16.50
1986 Money Laundering Control Act 3.2
1988 Prompt Payment Act 5.35

1990 Clean Air Act 5.56, 16.50
1990 Oil Pollution Act 5.56
2002 Sarbanes-Oxley Act 2.4, 4.2, 7.6, 9.1, 10.17, 11.1 to 11.28, 12.1,
14.1, 14.7, 14.8
s 101 11.2
s 101(a)–(b) 11.2
s 101(e)(1) 11.2
s 101(e)(2) 11.2
s 101(e)(5) 11.2
s 102(a) 11.2
s 102(f) 11.2
s 103 11.2
ss 104–105 11.2
s 106(c) 11.2
s 106(a)(1) 11.2
s 106(a)(2) 11.2
s 107(a) 11.2
s 201(b) 11.3
s 201(g) 11.3
s 201(h) 11.3
s 202 11.3
s 203(j) 11.3
s 205(1) 11.16
s 206 11.4
s 207 11.5
s 229.101 (c)(xii) 11.23
s 301 11.14
s 301(m)(3) 11.10
s 301(m)(3)(B) 11.10
s 301(m)(3)(C) 11.10

s 302 11.7, 11.13
s 302(a)(2) and (3) 11.7
s 302(a)(4)(B) 11.13
s 302(a)(4)(C)–(D) 11.13
s 302(a)(5) 11.13
s 302(b) 11.7
s 303(a) 11.18
s 303(b) 11.18
s 304(a) 11.9
Table of international statutes