The Anatomy of Corporate Law: A Comparative and Functional Approach

Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry B. Hansmann, Gerard Hertig, Klaus J. Hopt, Hideki Kanda and Edward B. Rock
Additional contact information
Reinier Kraakman: Ezra Ripley Thayer Professor of Law, Harvard Law School
John Armour: Lovells Professor of Law and Finance , University of Oxford
Paul Davies: Allen & Overy Professor of Corporate Law, University of Oxford
Luca Enriques: Professor of Business Law, University of Bologna, and a Commissioner of Consob
Henry B. Hansmann: Augustus E. Lines Professor of Law, Yale Law School
Gerard Hertig: Professor of Law, ETH (Swiss Federal Institute of Technology), Zurich
Klaus J. Hopt: Professor, Max Planck Institute for Comparative and International Private Law, Hamburg
Hideki Kanda: Professor of Law, University of Tokyo
Edward B. Rock: Saul A. Fox Distinguished Professor of Business Law, and Co-Director, Institute for Law & Economics, University of Pennsylvania

in OUP Catalogue from Oxford University Press

Abstract: 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-a-vis shareholders; (2) the opportunism of controlling shareholders vis-a-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-a-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. Contributors to this volume - Hansmann and Kraakman Hansmann and Kraakman Hansmann and Kraakman Hertig and Kanda Hertig and Kanda Rock, Kanda, and Kraakman Davies and Hopt Hertig, Kraakman and Rock Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda Davies, Hertig and Hopt

Date: 2009
Edition: 2
ISBN: 9780199565849
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