Comparative company law : a case-based approach
著者
書誌事項
Comparative company law : a case-based approach
Hart, 2013
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注記
Includes bibliographical references and index
内容説明・目次
内容説明
As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary.
The book covers 10 legal systems. With respect to countries of the European Union, it focuses on the most populous countries (Germany, France, the UK, Spain, Italy and Poland) as well as two smaller Member States (Finland and Latvia). In addition, the laws of two of the world's largest economies (the US and Japan) are included for the purposes of wider comparison. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.
目次
1. A Case-Based Approach to Comparative Company Law
David Cabrelli and Mathias Siems
PART 1: DIRECTORS' DUTIES AND LIABILITY
2. General Case on Directors' Duties
Theis Klauberg
3. Duties of Nominee Directors
D Gordon Smith
4. Obligations of Directors in Takeovers
Pablo Iglesias-Rodriguez
5. Cross-Border Takeovers and Takeover Defences
Lena Nordman
PART 2: CREDITOR PROTECTION
6. Piercing the Corporate Veil
Hisaei Ito and Hiroyuki Watanabe
7. Capital Maintenance
Michal Z?urek and Kamil Szmid
PART 3: SHAREHOLDER PROTECTION
8. Shareholders and Shareholder Law
Pierre-Henri Conac
9. Abuse of Shareholder Rights?
Mathias Siems
10. Shareholders' Rights and Litigation
David Cabrelli
11. Limitations on the Shareholder's Right to Transfer Shares
Marco Ventoruzzo and Corrado Malberti
PART 4: CONCLUSION
12. Form, Style and Substance in Comparative Company Law
Mathias Siems and David Cabrelli
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