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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 | |