The Anatomy of Corporate Law: A Comparative and Functional Approach

Reinier R. Kraakman

ISBN 10: 0199260648 / ISBN 13: 9780199260645

Editore: Oxford University Press, USA, 2004

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Verschmutzung / Wasserschaden; Leichte Kratzer / Abnutzungen / Druckstellen; Gebrochener Buchrucken / Seiten oder Softcover umgeknickt. This book provides a concise analytical overview of corporate law, focusing on three fundamental agency problems: (1) the opportunism of managers towards shareholders; (2) the opportunism of controlling shareholders towards minority shareholders; and (3) the opportunism of shareholders as a group towards other corporate constituencies, such as creditors and employees. Each jurisdiction must tackle these issues within the context of a corporation's internal dynamics and its interactions with various markets. The authors assert that corporate forms are fundamentally similar, with jurisdictions often choosing from a limited set of legal strategies to address these agency issues, although not always the same strategy.The book details how principal European jurisdictions, Japan, and the United States sometimes adopt identical legal strategies for specific corporate law problems while also making divergent choices. It begins with an overview of agency issues and legal strategies, then explores the governance structure of corporations, including the powers of boards of directors and shareholder meetings. It also covers creditor protection, related-party transactions, and key corporate actions like mergers and charter amendments. The conclusion examines friendly acquisitions, hostile takeovers, and capital market regulation. This work is valuable for scholars and students of corporate and comparative law, as well as those interested.

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Dati bibliografici

• Titolo: The Anatomy of Corporate Law: A Comparative and Functional Approach
• Editore: Oxford University Press, USA
• Data di pubblicazione: 2004
• Lingua: Inglese
• ISBN 10: 0199260648
• ISBN 13: 9780199260645
• Rilegatura: Softcover
• Condizione: Fair
• Cataloghi dei venditori:
  • Economics

Descrizione articolo

Riassunto

This book is a concise analytical overview of the field of corporate law. 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¶is shareholders;
(2) the opportunism of controlling shareholders vis-à­¶is minority shareholders; and
(3) the opportunism of shareholders as a class vis-à­¶is 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--although not always the same strategy--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. This book should be of great interest to scholars and students of corporate and comparative law and to persons interested in business, finance, and economics who wish to deepen their understanding of corporate law.

Informazioni sull?autore

Reinier Kraakman is a Professor at Harvard Law School. Paul Davies is a Professor at the London School of Economics and Political Science. Henry Hansmann is a Professor at Yale Law School. Gerard Hertig is a Professor at the Swiss Institute of Technology. Klaus J. Hopt is Director of the Max-Planck Institute Hamburg. Hideki Kanda is a Professor at University of Tokyo Faculty of Law. Edward B. Rock is a Professor at University of Pennsylvania Law School.