The Anatomy of Corporate Law

A Comparative and Functional Approach

Author: Ezra Ripley Thayer Professor of Law Reinier Kraakman,Hogan Lovells Professor of Law and Finance John Armour,Henry Hansmann,Senior Research Fellow Paul Davies, (Ga,Allen & Overy Professor of Corporate Law Luca Enriques,Oscar M Ruebhausen Professor of Law Henry Hansmann,Gerard Hertig,Klaus Hopt,Hideki Kanda,Mariana Pargendler

Publisher: Oxford University Press

ISBN: 019873963X

Category:

Page: 304

View: 2215

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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

A Comparative and Functional Approach

Author: Reinier Kraakman,John Armour,Paul Davies,Luca Enriques,Henry Hansmann,Gerard Hertig,Klaus Hopt,Hideki Kanda,Mariana Pargendler,Wolf-Georg Ringe,Edward Rock

Publisher: Oxford University Press

ISBN: 0191059544

Category: Law

Page: 352

View: 2803

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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

A Comparative and Functional Approach

Author: Reinier Kraakman,John Armour,Paul Davies,Luca Enriques,Henry B. Hansmann,Gérard Hertig,Klaus J. Hopt,Hideki Kanda,Edward B. Rock

Publisher: OUP Oxford

ISBN: 0191582778

Category: Law

Page: 352

View: 8064

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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 consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores 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 of contexts, 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 legal strategies 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.

The Oxford Handbook of Corporate Law and Governance

Author: Jeffrey N. Gordon,Wolf-Georg Ringe

Publisher: Oxford University Press

ISBN: 0191061409

Category: Law

Page: 900

View: 3130

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Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Introduction to Company Law

Author: Paul Davies

Publisher: OUP Oxford

ISBN: 0191021520

Category: Law

Page: 352

View: 6413

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Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law.

The Derivative Action in Asia

A Comparative and Functional Approach

Author: Dan W. Puchniak,Harald Baum,Michael Ewing-Chow

Publisher: Cambridge University Press

ISBN: 1107012279

Category: Business & Economics

Page: 452

View: 7101

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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.

Commentaries and Cases on the Law of Business Organization

Author: William T. Allen,Reinier Kraakman

Publisher: Wolters Kluwer Law & Business

ISBN: 1454876506

Category: Law

Page: 752

View: 3437

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The extraordinary authorship of William T. Allen and Reinier Kraakman provides a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases. An economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in a Business Organization course with a focus on corporate law. Features: New chapter on basic finance and valuation concepts that updates materials from earlier editions Extensively revised chapter on the corporate voting system which addresses the success of several governance reforms Updated discussion of the duty of loyalty including Delaware benefit corporations and the demise of Emerald Partners II Up-to-date and authoritative commentary on the Delaware case law A presentation centered on the principal-agent problem, which gives students a functional framework for understanding both statutory law and judicial decisions

Research Handbook on the History of Corporate and Company Law

Author: Harwell Wells

Publisher: Edward Elgar Publishing

ISBN: 1784717665

Category:

Page: 656

View: 2091

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Understanding the corporation means understanding its legal framework, but until recently the origins and evolution of corporate law have received relatively little attention. The topical chapters featured in this Research Handbook, contributed by leading scholars from around the world, examine the historical development of corporation and business organization law in the Americas, Europe, and Asia from the ancient world to modern times, providing an invaluable resource for both further historical research and scholars seeking the origins of present-day issues.

The Law on Corporate Governance in Banks

Author: Iris H-Y Chiu,Michael McKee

Publisher: Edward Elgar Publishing

ISBN: 1782548866

Category: Law

Page: 384

View: 6208

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Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate secto

The Economic Structure of Corporate Law

Author: Frank H. Easterbrook,Daniel R. Fischel

Publisher: Harvard University Press

ISBN: 9780674235397

Category: Law

Page: 370

View: 581

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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

Perspectives in Company Law and Financial Regulation

Author: Michel Tison,Hans De Wulf,Christoph Van der Elst,Reinhard Steennot

Publisher: Cambridge University Press

ISBN: 1139473530

Category: Law

Page: N.A

View: 3513

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This collection of essays has been compiled in honour of Professor Eddy Wymeersch on the occasion of his retirement as professor at Ghent University. His main international academic peers explore developments on the crossroads of company law and financial regulation in Europe and the United States, providing a unique view on the dynamics of regulatory competition in an era of economic globalisation, whether in the fields of rulemaking, organising the mobility of capital or the enforcement of rules. The deepening of European financial integration and the transatlantic regulatory dialogue has generated new paradigms of rule-setting in a multinational framework and reinforced the need to develop adequate instruments for co-operation between regulators. Regulators increasingly use concepts such as equivalence or mutual recognition to regulate cross-border relations.

Principles of Corporate Finance Law

Author: Eilis Ferran,Look Chan Ho

Publisher: Oxford University Press

ISBN: 0199671346

Category: Law

Page: 477

View: 3251

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With the additional contribution of Look Chan Ho, an expert in the field of corporate finance, this thoroughly revised and updated second edition of Ferran's 'Principles of Corporate Finance Law' explores the relationship between law and finance.

European Company Law

Author: Nicola de Luca

Publisher: Cambridge University Press

ISBN: 1107184185

Category: Law

Page: 462

View: 6262

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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.

The Enlightened Shareholder Value Principle and Corporate Governance

Author: Andrew Keay

Publisher: Routledge

ISBN: 041568434X

Category: Business & Economics

Page: 303

View: 4922

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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.

The Convergence of Corporate Governance

Promise and Prospects

Author: Abdul Rasheed,Toru Yoshikawa

Publisher: Springer

ISBN: 1137029560

Category: Business & Economics

Page: 273

View: 3894

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Takes readers through an in-depth examination of many leading industrialized nations and identifies both the drivers that propel corporations towards convergence and the major impediments that stand in the way of convergence. Also examines many mechanisms of convergence such as governance codes, MNCs, and IPOs.

Limited Liability

A Legal and Economic Analysis

Author: Stephen M. Bainbridge,M. Todd Henderson

Publisher: Edward Elgar Publishing

ISBN: 1783473037

Category: Business & Economics

Page: 336

View: 6630

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The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost.

Comparative Corporate Law

Author: Marco Ventoruzzo,Pierre-Henri Conac,Gen Gotō,Mario Notari

Publisher: West Academic Publishing

ISBN: 9781628102031

Category: Corporate governance

Page: 664

View: 1249

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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

Corporations Law in Australia

Author: Roman Tomasic,Stephen Bottomley,Rob McQueen

Publisher: Federation Press

ISBN: 9781862873148

Category: Law

Page: 893

View: 4153

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The second edition of this text incorporates the latest changes to Australian corporations law, up to and including the Corporations Act 2001 and the Financial Services Reform Act 2001. Like the 1st edition, this text is written particularly for undergraduate law students. The book introduces students to Australian corporate law in a way that is informed by theory and policy. Throughout the book the authors draw upon materials from fields such as economics, sociology and politics to provide a contextually relevant account of modern corporate law. Ample references and pointers are provided to policy debates, contemporary issues, and to further reading. The authors bring considerable experience in interdisciplinary corporate law teaching and research. The authors aim to stimulate the reader into further critical analysis of corporate law issues, and to equip them with the capacity to respond in an informed way to future changes and developments. The book also encourages the reader to independently pursue further research in areas of corporate law. Each of the 25 chapters has been revised and updated. The book deals with: Introduction - the history of corporate law, and key themes and perspectives. Corporate Structures and Regulation - including the structure of Australian corporate law; ASIC's role and powers; and the role of auditors. Corporate Obligations - including corporate capacity; contractual and criminal liability. Corporate Governance - membership and meetings; directors' duties; shareholders' rights. Corporate Finance - including share and debt capital, the Managed Investments Act 1998, and fundraising. Securities and Takeovers Corporate Rescues and Winding Up

Corporate Finance Law

Principles and Policy

Author: Louise Gullifer,Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1782259600

Category: Law

Page: 896

View: 5869

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The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Anatomy and Physiology for Veterinary Technicians and Nurses

A Clinical Approach

Author: Robin Sturtz,Lori Asprea

Publisher: John Wiley & Sons

ISBN: 1118405846

Category: Medical

Page: 164

View: 2862

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Anatomy and Physiology for Veterinary Technicians and Nurses: A Clinical Approach is a comprehensive resource on the anatomy and physiology of dogs and cats, with comparisons to horses, birds, and ruminants. Organized by body system with a comparative approach, the book follows a unique format by addressing anatomy separately from physiology for clarity and improved comprehension. Each anatomy chapter has a corresponding physiology chapter, complete with illustrations, charts, and boxes to promote understanding. Written specifically for veterinary technicians and nurses, the book applies anatomy and physiology to clinical practice, with case examples demonstrating clinical relevance. The figures from the book, additional questions and answers, labeling quizzes, teaching PowerPoints, and a dissection video are available online at www.wiley.com/go/sturtz. This introduction to body system analysis of normal structure and function is a must-have resource for students of veterinary technology and nursing, as well as a useful quick review for the busy professional.