The Anatomy of Corporate Law

A Comparative and Functional Approach

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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: 9187

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

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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: 5830

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

DOWNLOAD NOW »

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: 0191059536

Category: Law

Page: 352

View: 6087

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 Oxford Handbook of Corporate Law and Governance

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Author: Jeffrey N. Gordon,Wolf-Georg Ringe

Publisher: Oxford University Press

ISBN: 0191061409

Category: Law

Page: 900

View: 4528

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

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Author: Paul Davies

Publisher: OUP Oxford

ISBN: 0191021520

Category: Law

Page: 352

View: 7823

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.

Foundations of Corporate Law

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Author: Roberta Romano

Publisher: Foundation Press

ISBN: 9781599418773

Category: Law

Page: 766

View: 545

The most comprehensive and interdisciplinary anthology of corporate law material available, this reader reflects the enormous changes that have occurred in business organization and legal scholarship since the hostile takeover was introduced in the 1980s. The second edition has both completely revised and expanded the material covered in the first edition. New and revised topics include capital markets, agency theory, behavioral economics, state competition for corporate charters, boards of directors, shareholder voting rights, executive compensation, activist investors, takeovers, securities regulation and comparative corporate governance.

The Derivative Action in Asia

A Comparative and Functional Approach

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

Publisher: Cambridge University Press

ISBN: 1107012279

Category: Business & Economics

Page: 452

View: 493

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.

Corporate Governance after the Financial Crisis

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Author: Stephen M. Bainbridge

Publisher: Oxford University Press

ISBN: 0199921326

Category: Law

Page: 320

View: 3233

The first decade of the new millennium was bookended by two major economic crises. The bursting of the dotcom bubble and the extended bear market of 2000 to 2002 prompted Congress to pass the Sarbanes-Oxley Act, which was directed at core aspects of corporate governance. At the end of the decade came the bursting of the housing bubble, followed by a severe credit crunch, and the worst economic downturn in decades. In response, Congress passed the Dodd-Frank Act, which changed vast swathes of financial regulation. Among these changes were a number of significant corporate governance reforms. Corporate Governance after the Financial Crisis asks two questions about these changes. First, are they a good idea that will improve corporate governance? Second, what do they tell us about the relative merits of the federal government and the states as sources of corporate governance regulation? Traditionally, corporate law was the province of the states. Today, however, the federal government is increasingly engaged in corporate governance regulation. The changes examined in this work provide a series of case studies in which to explore the question of whether federalization will lead to better outcomes. The author analyzes these changes in the context of corporate governance, executive compensation, corporate fraud and disclosure, shareholder activism, corporate democracy, and declining US capital market competitiveness.

Corporate Finance Law

Principles and Policy

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Author: Louise Gullifer,Jennifer Payne

Publisher: Bloomsbury Publishing

ISBN: 1782259600

Category: Law

Page: 896

View: 2821

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.

Comparative Company Law

Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA

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Author: Andreas Cahn,David C. Donald

Publisher: Cambridge University Press

ISBN: 1107186358

Category: Law

Page: 1138

View: 8028

Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

The Economic Structure of Corporate Law

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Author: Frank H. Easterbrook,Daniel R. Fischel

Publisher: Harvard University Press

ISBN: 9780674235397

Category: Law

Page: 370

View: 1289

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

Minority Shareholders

Law, Practice and Procedure

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Author: Victor Joffe,David Drake,Giles Richardson,Tim Collingwood,Daniel Lightman

Publisher: Oxford University Press

ISBN: 0199601313

Category: Business & Economics

Page: 566

View: 6663

Lucid and practical in approach, this new text provides a definitive treatment of the law in relation to the protection of minority shareholders.

The Enlightened Shareholder Value Principle and Corporate Governance

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Author: Andrew Keay

Publisher: Routledge

ISBN: 041568434X

Category: Business & Economics

Page: 303

View: 2550

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.

Entrepreneurial Litigation

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Author: John C. Coffee

Publisher: Harvard University Press

ISBN: 0674736796

Category: History

Page: 307

View: 8605

In class actions, attorneys effectively hire clients rather than act as their agent. Lawyer-financed, lawyer-controlled, and lawyer-settled, this entrepreneurial litigation invites lawyers to act in their own interest. John Coffee’s goal is to save class action, not discard it, and to make private enforcement of law more democratically accountable.

Anatomy and Physiology for Veterinary Technicians and Nurses

A Clinical Approach

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Author: Robin Sturtz,Lori Asprea

Publisher: John Wiley & Sons

ISBN: 1118405846

Category: Medical

Page: 164

View: 9938

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.

The Culture of Connectivity

A Critical History of Social Media

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Author: Jose van Dijck

Publisher: Oxford University Press

ISBN: 0199970793

Category: Music

Page: 240

View: 9751

Social media penetrate our lives: Facebook, YouTube, Twitter and many other platforms define daily habits of communication and creative production. This book studies the rise of social media, providing both a historical and a critical analysis of the emergence of major platforms in the context of a rapidly changing ecosystem of connective media. Author Jos? van Dijck offers an analytical prism that can be used to view techno-cultural as well as socio-economic aspects of this transformation as well as to examine shared ideological principles between major social media platforms. This fascinating study will appeal to all readers interested in social media.

Principles of Corporate Finance Law

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Author: Eilis Ferran,Look Chan Ho

Publisher: Oxford University Press

ISBN: 0199671346

Category: Law

Page: 477

View: 5178

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.

The Legal Analyst

A Toolkit for Thinking about the Law

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Author: Ward Farnsworth

Publisher: University of Chicago Press

ISBN: 0226238369

Category: Law

Page: 326

View: 1459

There are two kinds of knowledge law school teaches: legal rules on the one hand, and tools for thinking about legal problems on the other. Although the tools are far more interesting and useful than the rules, they tend to be neglected in favor of other aspects of the curriculum. In The Legal Analyst, Ward Farnsworth brings together in one place all of the most powerful of those tools for thinking about law. From classic ideas in game theory such as the “Prisoner’s Dilemma” and the “Stag Hunt” to psychological principles such as hindsight bias and framing effects, from ideas in jurisprudence such as the slippery slope to more than two dozen other such principles, Farnsworth’s guide leads readers through the fascinating world of legal thought. Each chapter introduces a single tool and shows how it can be used to solve different types of problems. The explanations are written in clear, lively language and illustrated with a wide range of examples. The Legal Analyst is an indispensable user’s manual for law students, experienced practitioners seeking a one-stop guide to legal principles, or anyone else with an interest in the law.

Limited Liability

A Legal and Economic Analysis

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Author: Stephen M. Bainbridge,M. Todd Henderson

Publisher: Edward Elgar Publishing

ISBN: 1783473037

Category: Business & Economics

Page: 336

View: 5329

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.

Commentaries and Cases on the Law of Business Organization

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Author: William T. Allen,Reinier Kraakman

Publisher: Wolters Kluwer Law & Business

ISBN: 1454876506

Category: Law

Page: 752

View: 6595

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