The Anatomy of Corporate Law

Author: Ezra Ripley Thayer Professor of Law Reinier Kraakman
Publisher: Oxford University Press
ISBN: 9780198739630
Release Date: 2017-01-26
Genre:

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

The Anatomy of Corporate Law

Author: Reinier Kraakman
Publisher: Oxford University Press
ISBN: 9780191059544
Release Date: 2017-01-19
Genre: Law

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

The Anatomy of Corporate Law

Author: Reinier Kraakman
Publisher: Oxford University Press
ISBN: 9780191059537
Release Date: 2017-01-19
Genre: Law

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

Principles of Financial Regulation

Author: John Armour
Publisher: Oxford University Press
ISBN: 9780191093166
Release Date: 2016-08-18
Genre: Law

The financial crisis of 2007-9 revealed serious failings in the regulation of financial institutions and markets, and prompted a fundamental reconsideration of the design of financial regulation. As the financial system has become ever-more complex and interconnected, the pace of evolution continues to accelerate. It is now clear that regulation must focus on the financial system as a whole, but this poses significant challenges for regulators. Principles of Financial Regulation describes how to address those challenges. Examining the subject from a holistic and multidisciplinary perspective, Principles of Financial Regulation considers the underlying policies and the objectives of regulation by drawing on economics, finance, and law methodologies. The volume examines regulation in a purposive and dynamic way by framing the book in terms of what the financial system does, rather than what financial regulation is. By analysing specific regulatory measures, the book provides readers to the opportunity to assess regulatory choices on specific policy issues and encourages critical reflection on the design of regulation.

The Derivative Action in Asia

Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 9781107012271
Release Date: 2012-06-28
Genre: Business & Economics

This in-depth comparative examination of the derivative action in Asia provides a framework for analysing its function, history and practical application and examines in detail how derivative actions law works in practice in seven important Asian jurisdictions (China, Hong Kong, India, Japan, Korea, Taiwan and Singapore). These case studies allow an evaluation of a number of the leading Western comparative corporate law and governance theories which have come to define the field over the last decade. By debunking some of these critically important theories, this book lays the foundation for an accurate understanding of the derivative action in Asia and a re-examination of the regulation of the derivative action around the world.

Research Handbook on the Economics of Corporate Law

Author: Claire A. Hill
Publisher: Edward Elgar Publishing
ISBN: 9781781005217
Release Date: 2012-04-01
Genre: Law

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

Competition Law

Author: Richard Whish
Publisher: Oxford University Press, USA
ISBN: 9780199660377
Release Date: 2015-07-30
Genre: Law

Whish and Bailey's Competition Law is the definitive textbook on this subject. An authoritative treatment of competition law is paired with an easy-to-follow writing style to make this book a comprehensive guide to the subject; essential reading for law students, practitioners, and officials. Explaining the economic context within which competition law operates in the UK, EU, and internationally, Whish and Bailey examine the constituent parts of the law and evaluate their effect on commercial phenomena. Key aspects are examined in detail, including mergers, horizontal and vertical agreements, the Abuse of Dominance, intellectual property and the obligations of Member States under the EU. The book also scrutinizes fundamental Acts and Articles providing readers with context, consequences and an overview of how these are applied in practice. Clear, detailed, and critical, this is an unparalleled guide and stand-alone resource on competition law.

European Company Law

Author: Nicola de Luca
Publisher: Cambridge University Press
ISBN: 9781107184183
Release Date: 2017-03-31
Genre: Law

Taking a text, cases and materials approach, this is the first and only student textbook on European company law, providing an insight into the subject and shedding light on its future development. Textboxes for explanatory commentary, cases and materials - such as EU legislation, official documents and excerpts from scholarly papers - are clearly differentiated from the text, allowing the student to quickly identify sources. Each chapter also includes suggestions for further reading. Structured in seven parts, the book explores a diversity of topics, from what European company law is, the common rules for establishing, financing and accounting a company, and corporate governance, to the structure of the Societas Europaeca Statute, EU company law directives, capital markets and takeover law, and insolvency. An essential resource for the growing number of graduate courses on European company law, European business law, and comparative corporate law.

Comparative Company Law

Author: Andreas Cahn
Publisher: Cambridge University Press
ISBN: 9781139489195
Release Date: 2010-07-29
Genre: Law

It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and grasp it in practical detail. This book is designed to address that problem. Each chapter begins with a discursive analysis of the laws in Germany, the UK and the USA, framed by a comparative presentation. Chapters also contain edited judicial decisions from at least two of the jurisdictions, which allow readers to perform their own comparisons in more detail and leave room for original analysis and discussion.

Corporate Law

Author: Robert Charles Clark
Publisher: Aspen Publishers
ISBN: 0316144940
Release Date: 1986
Genre: Business & Economics

This book of cases and materials on corporate law emphasizes policy, economics, and financial analysis in its treatment of the subject for law students. Materials on conflicts of interest, basic self-dealing, insider trading, control shifts, and shareholder suits are included in the work.

European Comparative Company Law

Author: Mads Tønnesson Andenæs
Publisher: Cambridge University Press
ISBN: 9780521842198
Release Date: 2009-07-30
Genre: Law

An examination of important aspects of the company laws of seven European countries.

The Economic Structure of Corporate Law

Author: Frank H. Easterbrook
Publisher: Harvard University Press
ISBN: 0674235398
Release Date: 1996
Genre: Law

This text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l

The Enlightened Shareholder Value Principle and Corporate Governance

Author: Andrew Keay
Publisher: Routledge
ISBN: 9780415684347
Release Date: 2012
Genre: Business & Economics

The enlightened shareholder value principle (ESV) was formulated during the comprehensive review of UK company law by the Company Law Steering Group in the late 1990s and early 2000's and requires directors of companies to act in the collective best interests of shareholders. The principle was taken up by the then UK Government and is now embedded in the Companies Act 2006. The emergence of the principle constitutes an important development in corporate governance, particularly in determining what directors must consider when managing the affairs of their companies. This book explains and analyzes the nature of ESV and its contribution to corporate governance whilst also examining where it fits into the existing theoretical landscape. Andrew Keay traces the development of the principle of ESV and considers it in the context of the existing principles which have historically influenced corporate governance. In doing so, the book draws on several empirical studies thereby enabling us to gauge how the ESV principle is addressed in commercial practice. Keay goes on to compare ESV with the constituency statutes that apply in the US in order to determine whether anything can be learnt from the American experience. The book also assesses the reaction of other jurisdictions to the advent of ESV and considers what impact ESV will have on financial institutions and non-financial institutions in the aftermath of the global financial crisis.

Comparative Corporate Law

Author: Marco Ventoruzzo
Publisher: West Academic Publishing
ISBN: 1628102039
Release Date: 2015
Genre: Corporate governance

This book is a multipurpose text that can be used in any class with a focus on comparative legal systems for corporations, taught in the U.S. or abroad. It contains cases, statutes, analysis and readings, the majority of which are from foreign jurisdictions. It also has extensive notes and questions. The focus is primarily on the U.S., U.K., major European continental civil law systems (France, Germany, Italy) and European Union law, and Japan; with references to other jurisdictions such as China, India and Brazil. In addition to law schools, the book may also appeal to non-law school professors of business administration, economics, and political science. In setting out to produce a casebook to meet the needs of students in different legal systems and on both introductory and advanced courses, make a contribution to scholarly debates and address practical and policy concerns, the authors set themselves ambitious goals, which they have amply achieved. This methodologically rigorous, insightful and stimulating book is rich in technical content but details are never allowed to obscure the main questions. The distinguished authors wear their scholarship lightly and the book is written in an admirably clear and accessible style. This book is a major addition to the growing literature on comparative corporate law and it is destined to shape the way we think about and teach the subject. Eilís Ferran, Professor of Company and Securities Law, Faculty of Law, University of Cambridge Corporate law rules vary considerably around the world, and there is much that students of corporate law can learn from a comparative analysis of how different systems deal with similar problems. This casebook, co-authored by a group of experts with a rich set of perspectives, is thus a valuable and welcome addition to the literature. Lucian A. Bebchuk, Professor of Law, Economics and Finance, Director, Program on Corporate Governance, Harvard Law School This excellent book is a welcome addition to the still relatively sparse comparative corporate law literature. It is a wonderful teaching resource and a useful reference for the scholar. Tan Cheng Han, Professor of Law and Chairman, Centre for Law & Business, Faculty of Law, National University of Singapore [Comparative Corporate Law by Ventoruzzo and others] is both comprehensive and readily understandable. I think it will be a significant addition to both the literature and teaching material on comparative corporate governance. Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz In-house counsels of firms operating internationally will find the book a practical and useful tool. Your own corporate issues aren't so unique after all, learning how others have approached theirs, across the world, is both instructive and refreshing, a must read! Antonino Cusimano, General Counsel and Secretary to the Board of Directors, Telecom Italia The materials collected and translated in English are precious and fascinating for a broad and international audience. The richness of the book is not, however, only in the materials carefully selected and sewn together, but also in the stitches that fasten them: The introductions, notes and questions, economic insights and empirical data that connect the materials allow readers to consider the causes and consequences of different legal rules in different systems, and compare different regulatory strategies. Viviane Muller Prado, Professor of Corporate Law, Escloa de Direito, Fundação Getulio Vargas, Sao Paulo, Brazil This book proves not only that corporate law is global, but also that a global approach is essential in order to understand the laws of different countries and how they interact. The book, innovative in both methodology and contents, will be indispensable for anyone who studies and practices corporate la