Anatomy of Corporate Law A Comparative and Functional Approach

ISBN-10: 0199565848
ISBN-13: 9780199565849
Edition: 2nd 2009
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Description: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes additional chapters which examine the  More...

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Book details

Edition: 2nd
Copyright year: 2009
Publisher: Oxford University Press
Publication date: 9/8/2016
Binding: Paperback
Pages: 304
Size: 6.00" wide x 9.00" long x 0.75" tall
Weight: 0.968
Language: English

This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes additional chapters which examine the highly topical issues of enforcement in corporate law, and explore the continued convergence of corporate law across jurisdictions.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 ofcontexts, 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 legalstrategies 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.

What is Corporate Law?
Agency Problems and Legal Strategies
The Basic Governance Structure
Creditor Protection
Related Party Transactions
Significant Corporate Actions
Control Transactions
Issuers and Investor Protection
Enforcement
Convergence in Corporate Law
Beyond the Anatomy

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