The Anatomy of Corporate Law: A Comparative and Functional Approach

Paperback | February 25, 2017

byReinier Kraakman, John Armour, Paul Davies

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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. Theseinclude 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 toinclude 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 ofagency 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 addressthese 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 thereasons 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, protectionof 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 asa starting point for their inquiries.

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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. Theseinclude numerous regulatory changes following th...

Reinier Kraakman is the Ezra Ripley Thayer Professor of Law at Harvard Law School and a Fellow of the European Corporate Governance Institute. He has written numerous articles on corporate law and the economic analysis of corporate liability regimes. He teaches courses in corporate law, corporate finances, and seminars on the theory of...
Format:PaperbackDimensions:304 pages, 9.21 × 6.14 × 0.68 inPublished:February 25, 2017Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0198724314

ISBN - 13:9780198724315

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Table of Contents

1. John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler: What is Corporate Law?2. John Armour, Henry Hansmann, and Reinier Kraakman: Agency Problems and Legal Strategies3. John Armour, Luca Enriques, Henry Hansmann, and Reinier Kraakman: The Basic Governance Structure: The Interests of Shareholders as a Class4. Luca Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies5. John Armour, Gerard Hertig, and Hideki Kanda: Transactions with Creditors6. Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler: Related-Party Transactions7. Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg Ringe: Fundamental Changes8. Paul Davies, Klaus Hopt, and Wolf-Georg Ringe: Control Transactions9. Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock: Corporate Law and Securities Markets10. John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe: Beyond the Anatomy