Comparative company law : text and cases on the laws governing corporations in Germany, the UK and the USA
Author(s)
Bibliographic Information
Comparative company law : text and cases on the laws governing corporations in Germany, the UK and the USA
Cambridge University Press, 2018
2nd ed
- : hardback
- : pbk
Available at 17 libraries
  Aomori
  Iwate
  Miyagi
  Akita
  Yamagata
  Fukushima
  Ibaraki
  Tochigi
  Gunma
  Saitama
  Chiba
  Tokyo
  Kanagawa
  Niigata
  Toyama
  Ishikawa
  Fukui
  Yamanashi
  Nagano
  Gifu
  Shizuoka
  Aichi
  Mie
  Shiga
  Kyoto
  Osaka
  Hyogo
  Nara
  Wakayama
  Tottori
  Shimane
  Okayama
  Hiroshima
  Yamaguchi
  Tokushima
  Kagawa
  Ehime
  Kochi
  Fukuoka
  Saga
  Nagasaki
  Kumamoto
  Oita
  Miyazaki
  Kagoshima
  Okinawa
  Korea
  China
  Thailand
  United Kingdom
  Germany
  Switzerland
  France
  Belgium
  Netherlands
  Sweden
  Norway
  United States of America
Note
Includes bibliographical references (p. 1014-1034) and index
Description and Table of Contents
Description
When comparing the laws of different jurisdictions, one often sees only the forest or the trees. This is particularly problematic in comparative company law, where students hope both to understand the overall framework of the law and grasp its practical application. This text's structure, now in its second edition, solves that dilemma. Chapters open with discursive analyses of the law in each of Germany, the UK and the US (Delaware, the ABA Model Business Corporation Act, and federal securities laws) and set out the high-level governing framework, particularly for the EU and its member states. This analysis is succinct and pointed, with numerous references to both the law and leading scholarship. The whole text is arranged to highlight comparative aspects. Diagrams are used where helpful. Chapters close with edited judicial decisions from at least two of the jurisdictions discussed, which allows fresh exploration of comparison in more detail, and pointed questions to guide class discussion.
Table of Contents
- Part I. The Essential Qualities of the Corporation: 1. Approaching comparative company law
- 2. Corporations in a global market: the law applicable to corporations
- 3. Corporations in a global market: harmonization, convergence and transplantation
- Part II. The Corporation and its Capital: 4. The partnership as a business form of business organization
- 5. Incorporating the company
- 6. Constituting the company's share capital
- 7. Increasing the company's capital
- 8. Distribution of dividends and maintenance of share capital
- 9. Repurchases of shares
- 10. The nature of shares and classes of shares
- Part III. Governing the Corporation: Section 1. The Management: 11. An introduction to the board and its governance
- 12. Directors' power to represent the company
- 13. Directors' duties of loyalty, good faith and care
- 14. Judicial review of management decisions (the business judgment rule)
- 15. Executive compensation
- 16. Directors' duties in listed companies
- 17. Governing the Family Enterprise
- Section 2. The Members: 18. Shareholder voting rights
- 19. Shareholder information rights
- 20. Shareholder meetings
- 21. Shareholder duties
- 22. Judicial enforcement of shareholder rights
- Part IV. Corporate Combinations, Groups and Takeovers: Sections 1. Mergers and Acquisitions: 23. Techniques for business combinations
- 24. Governance rules for business combinations
- Section 2. Companies in Groups: 25. Corporate groups: independent entities in economic interdependence
- Section 3. The Market for Corporate Control: 26. The regulation of takeover bids and prices
- 27. Management interference with takeover bids
- 28. Special problems with leveraged buyouts.
by "Nielsen BookData"