The Anatomy of Corporate Law: A Comparative and Functional Approach

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.

Ringe, Wolf-Georg

Armour, John

Enriques, Luca

Kraakman, Reinier

Hansmann, Henry

Hertig, Gérard

Hopt, Klaus

Kanda, Hideki

Pargendler, Mariana

Davies, Paul.

Rock, Edward

Business & Money

Oxford University Press

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-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.

Finance

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 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 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.

The Anatomy of Corporate Law: A Comparative and Functional Approach, Second Edition

Hopt, Klaus J.

Hansmann, Henry B.

Rock, Edward B.

Business

Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization; William T. Allen is former Chancellor of the Delaware Court of Chancery. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Chapters One through Four cover the fundamentals of organizational law in a business setting. Chapters Five through Thirteen address the legal regulation of a variety of actions, decisions, and transactions that involve or concern the modern public corporation. Introductions and transitional text, clearly and concisely written, provide context and perspective. 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, hypos, and diagrams illustrate conceptual and theoretical models. The text can easily be used in a Business Organization course with a focus on corporate law.
 The Fourth Edition is completely updated throughout. It now includes excerpts from important recent cases such as Air Products v. Airgas and In re CNX Gas and provides commentary on current developments, such as "Say on Pay" proxy access, and the Dodd-Frank Act of 2010. A new chapter on executive compensation appears. The Fourth Edition provides additional contextual background for certain cases to help students better understand the court's reasoning. The text continues to provide additional questions, connections to the empirical literature, and cross-country comparisons.
 Hallmark features of Commentaries and Cases on the Law of Business Organization:
<ul>
<li>
Extraordinary authorship<ul>
<li> Allen, former Chancellor of the Delaware Court of Chancery</li>
<li>lends unique real-world perspective</li>
</ul>
</li>
<li>Logical and flexible organization<ul>
<li> chapters 1-4 cover fundamentals of organizational law in a business setting </li>
<li>chapters 5-13 address legal regulation of a variety of actions, decisions, and transactions that concern the modern public corporation. </li>
<li>chapters can be taught in any order </li>
<li>accommodates alternative teaching approaches</li>
</ul>
</li>
<li>Clear, concise introductions and transitional text<ul><li>provide context and perspective </li></ul>
</li>
<li>
Rich commentary<ul>
<li>comes in the form of explanatory notes </li>
<li>facilitates teaching and understanding</li>
</ul>
</li>
<li>
 Intelligent case selection and editing<ul><li>presents classic and important recent cases</li></ul>
</li>
<li>
Economic-analysis perspective <ul><li>presented accessibly through clear and consistent explanatory text </li></ul>
</li>
<li>
Examples, hypos, and diagrams illustrate conceptual and theoretical models </li>
<li>Can be used in a Business Organization course with a focus on corporate law</li>
</ul>

Commentaries and Cases on the Law of Business Organization (Aspen Casebook Series)

Allen, William T.

Subramanian, Guhan

Wolters Kluwer/Law & Business

Updated throughout, the Third Edition of Commentaries and Cases on the Law of Business Organization continues to provide a refreshingly accessible economic analysis perspective. The distinguished team of authors introduces and explains economic concepts in a way that makes this sophisticated book clear and engaging for students. 
 This highly accessible casebook features: Extraordinary authorship--Allen, former Chancellor of the Delaware Court of Chancery, adds a unique real-world perspective to the book Logical and flexible organization: Chapters 1-5 cover the fundamentals of organizational law in a business setting Chapters 6-14 address the legal regulation of a variety of actions, decisions, and transactions that involve or concern the modern public corporation Chapters can be taught out of order to accommodate alternative teaching approaches Introductions and transitional text, clearly and concisely written, that provide context and perspective Rich commentary in the form of explanatory notes that facilitate teaching and understanding Intelligent case editing and selection, including both classic and important recent cases An economic-analysis perspective presented accessibly through clear and consistent explanatory text, including: A useful analytic tool for evaluating business models A coherent theme for the course Examples, hypotheticals, and diagrams that illustrate conceptual and theoretical models Flexibility for use in Business Organization courses with the focus on corporate law A complete teaching package, including: A Teacher's Manual with detailed guidance for structuring the course, case analyses, and answers to questions raised in the book Additional PowerPoint slides that provide case summaries and raise cutting-edge and fun points 
 Thoroughly updated, the Third Edition: Includes excerpts from important recent cases such as "CA, Inc. v. AFSCME, In re Citigroup, Ryan v. Lyondell, " and "Stone v. Ritter" Provides commentary on other recent developments, such as "Say on Pay" legislation pending in the U.S. Congress, the executive compensation restrictions in the Emergency Economic Stabilization Act of 2008 and the American Recovery and Reinvestment Act of 2009, and takeover defense practices Provides additional contextual background for certain cases to help students better understand the court's reasoning, including new Sidebars: "The Fall of the House of Pritchard" and "The Dodge Brothers and Henry Ford" Continues to provide additional questions, connections to the empirical literature, and cross-country comparisons

Commentaries and Cases on the Law of Business Organization: 2012-2013 Statutory

"Law school book on the basic principles of law that undergird U.S. legal structures. Covers the fundamentals of organizational law in a business setting and addresses the legal regulation of a variety of actions, decisions, and transactions that involve or concern the modern public corporation"--

Commentaries and Cases on the Law of Business Organization (Aspen Casebook) (Aspen Casebook Series)

Khanna, Vikramaditya S.

Reference

Aspen Publishing

Anatomía del Derecho de Sociedades: Un enfoque comparado y funcional (Spanish Edition)

Foreign & International Law

Editorial Heliasta S.R.L.

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