The Anatomy of Corporate Law:A Comparative and Functional Approach
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 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.
1 What is Corporate Law?
2 Agency Problems and Legal Strategies
The Interests of Shareholders as a Class
Minority Shareholders and NonShareholder Constituencies
5 Transactions with Creditors
6 RelatedParty Transactions
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The Anatomy of Corporate Law: A Comparative and Functional Approach
Reinier H. Kraakman
No preview available - 2009
accounting acquirer actions agency problems AktG Aktiengesetz Andrei Shleifer assets bankruptcy Chapter Civil Code Code de commerce codetermination Companies Act 2006 Company Law Directive company’s compensation conﬂict contract control shift control transactions controlling shareholders core jurisdictions corporate form Corporate Governance corporate law costs courts creditors decision rights decision-making default rules Delaware Delaware Supreme Court employees equity example ﬁnancial FINANCIAL ECONOMICS ﬁrm’s ﬁrms ﬁrst France Germany holders http://www.ssrn.com incentives independent directors inﬂuence infra insider trading insolvency interests investors issue issuers Italy Japan Japanese LAW REVIEW legal strategies liability listed companies majority mandatory bid rule mandatory disclosure merger minority shareholders non-shareholder offer ofthe ownership structure poison pill private beneﬁts protection publicly-traded reﬂects regime regulation regulatory related-party transactions Report require securities self-dealing shareholder approval shares signiﬁcant speciﬁc standards statutory supervisory board supra note takeover target shareholders tions Tokyo Stock Exchange Transparency Directive voting