The Anatomy of Corporate Law: A Comparative and Functional Approach
This book is a concise analytical overview of the field of corporate law. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems:
(1) the opportunism of managers vis-à-vis shareholders;
(2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and
(3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees.
Every jurisdiction must address these problems in a variety of contexts framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies--although not always the same strategy--to address the three basic agency issues.
This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets. This book should be of great interest to scholars and students of corporate and comparative law and to persons interested in business, finance, and economics who wish to deepen their understanding of corporate law.
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and Cases on the Law of Business Organization Aspen 2003 He has also
Agency Problems and Legal Strategies
The Basic Governance Structure
Related Party Transactions
Significant Corporate Actions
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The Anatomy of Corporate Law:A Comparative and Functional Approach
Reinier H. Kraakman
Limited preview - 2009
accounting acquirer agency problems Aktiengesetz Andrei Shleifer assets auditors Business Corporation capital markets Chapter Code de commerce Commercial Code Company Law Directive company's compensation conflicted transactions contrast control transactions controlling shareholders corporate decisions corporate form corporate governance corporate groups corporate law courts Cozian creditor protection Delaware Delaware Supreme Court differences disclose disclosure requirements economic employees enforcement example Exchange Act fiduciary duties firm's firms France German law Germany Hopt incentives infra insider trading insolvency interests issuers issues Japan Japanese JOURNAL Klaus LAW REYIEW legal capital legal strategies limited liability major jurisdictions managerial mandatory disclosure mergers offer permit poison pill principal protect minority shareholders proxy public companies regime regulation regulatory repurchases role Sarbanes-Oxley Act securities self-dealing shareholder approval shareholder vote shareholders meeting shares statutes statutory supervisory board supra note takeover target shareholders Transparency Directive trusteeship strategy U.S. jurisdictions U.S. law UNIYERSITY veil piercing
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Margit Osterloh,Antoinette Weibel
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