Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA

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Format: Paperback
Pub. Date: 2010-09-06
Publisher(s): Cambridge University Press
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Summary

It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and to grasp it in practical detail. This book is designed to address that problem. Each chapter begins with a discursive analysis of the laws in Germany, the UK and the USA, framed by a comparative presentation. Chapters also contain edited judicial decisions from at least two of the jurisdictions, which allow readers to perform their own comparisons in more detail and leaves room for original analysis and discussion. Book jacket.

Author Biography

Andreas Cahn is a professor of law and Director of the Institute for Law and Finance at Goethe-University in Frankfurt. David C. Donald is a professor in the Faculty of Law, The Chinese University of Hong Kong. He has previously worked in securities and banking law practices in Frankfurt, corporate law practices in Milan and Rome, and an international trade law practice in Washington, D.C.

Table of Contents

List of figuresp. vii
List of tablesp. viii
Preface and acknowledgmentsp. ix
Glossaryp. xi
List of abbreviationsp. xiii
Table of casesp. xvi
Table of legislationp. xxii
The essential qualities of the corporationp. 1
Approaching comparative company lawp. 3
The partnership as a form of business organizationp. 24
Corporations in a global market: the law applicable to corporationsp. 65
The corporation and its capitalp. 129
Incorporating the companyp. 131
Constituting the company's share capitalp. 165
Increasing the company's capitalp. 188
Distribution of dividends and maintenance of share capitalp. 219
Repurchases of sharesp. 241
The nature of shares and classes of sharesp. 259
Governing the corporationp. 295
The managementp. 297
An introduction to the board and its governancep. 299
Directors' power to represent the companyp. 312
Directors' duties of loyalty, good faith and carep. 332
Judicial review of management decisions (the business judgment rule)p. 369
Executive compensationp. 416
Directors' duties in listed companiesp. 442
The membersp. 465
Shareholder voting rightsp. 467
Shareholder information rightsp. 510
Shareholder meetingsp. 546
Shareholder dutiesp. 574
Judicial enforcement of shareholder rightsp. 599
Corporate combinations, groups and takeoversp. 619
Mergers and acquisitionsp. 621
Techniques for business combinationsp. 623
Governance rules for business combinationsp. 654
Companies in groupsp. 675
Corporate groupsp. 677
The market for corporate controlp. 753
The regulation of takeover bids and pricesp. 755
Management interference with takeovers bidsp. 795
Special problems of leveraged buyoutsp. 844
Referencesp. 877
Indexp. 894
Table of Contents provided by Ingram. All Rights Reserved.

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