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| Table of Cases | |
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| Tables of Legislation | |
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| List of Abbreviations | |
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| The Core Features of Company Law | |
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| What is Company Law about? | |
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| The Core Characteristics of Company Law | |
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| The Core Features and Company Size | |
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| Not-For-Profit Companies | |
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| The Structure of the Book | |
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| Corporate Personality | |
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| The Exceptions to Separate Legal Personality | |
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| How does a Company Act and Know? | |
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| Contracting | |
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| Tortious Liability | |
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| Criminal Liability | |
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| Conclusion | |
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| Limiting Liability and Channelling Creditors' Claims | |
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| Conceptions of Limited Liability | |
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| The Rationales for Limited Liability | |
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| The Costs of Limited Liability | |
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| Creditor Self-Help | |
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| Limited Liability: The Limits of Creditor Self-Help | |
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| The Case for Mandatory Rules | |
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| Legal Capital Rules | |
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| Financial Assistance | |
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| Controls on Opportunism Not Linked to Legal Capital Rules | |
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| Groups of Companies | |
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| Conclusions | |
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| Centralized Management I: Empowering Shareholders in Widely Held Companies | |
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| Centralized Management and Dispersed Shareholdings | |
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| Centralized Management and Principal/Agent Costs | |
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| A Typology of Legal Strategies | |
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| Disclosure of Information | |
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| Shareholder Involvement in Decision-Making | |
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| Appointment Rights | |
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| Exit or Voice? | |
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| Affiliation Rights | |
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| Conclusion | |
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| Centralized Management II: Directors' Duties | |
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| Introduction | |
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| Duty of Care | |
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| Duty to Promote the Success of the Company | |
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| Duty to Act within Powers | |
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| Self-Dealing Transactions | |
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| Corporate Opportunities and Other Conflicts of Interest | |
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| Duty not to Accept Benefits from Third Parties | |
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| Duty to Exercise Independent Judgment | |
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| Competing Directors | |
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| Shaping the Duties | |
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| Enforcement | |
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| Conclusion | |
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| Centralized Management III: Setting the Board's Incentives | |
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| Trusteeship and Non-Executive Directors | |
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| The Reward Strategy and Executive Remuneration | |
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| Conclusions on Board/Shareholder Strategies | |
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| Majority and Minority Shareholders | |
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| Facilitating Contracting for Minority Protection | |
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| Standards | |
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| Decision Rights | |
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| The Derivative Action: Standards Again | |
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| Affiliation Strategies | |
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| Incentive Strategies | |
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| Appointment Rights | |
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| Conclusions | |
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| Shareholder Control | |
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| British Company Law and Shareholder Primacy | |
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| Shareholders as Residual Claimants | |
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| Employees and Corporate Control | |
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| Path Dependency | |
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| Freeing Management from Accountability | |
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| Conclusions | |
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| International Company Law | |
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| Overseas Companies | |
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| Harmonization of Company Law by the European Union | |
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| The Conditions Necessary for Regulatory Arbitrage | |
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| The Proper Role for Community Legislation | |
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| Conclusions | |
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| Index | |