Anatomy of Corporate Law A Comparative and Functional Approach
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Edition: 2nd 2009
List price: $24.49
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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.
List price: $24.49
Copyright year: 2009
Publisher: Oxford University Press
Publication date: 9/8/2016
Size: 9.10" wide x 6.10" long x 0.90" tall
|What is Corporate Law?|
|Agency Problems and Legal Strategies|
|The Basic Governance Structure|
|Related Party Transactions|
|Significant Corporate Actions|
|Issuers and Investor Protection|
|Convergence in Corporate Law|
|Beyond the Anatomy|