The Anatomy of Corporate Law: A Comparative and Functional Approach by Reinier KraakmanThe Anatomy of Corporate Law: A Comparative and Functional Approach by Reinier Kraakman

The Anatomy of Corporate Law: A Comparative and Functional Approach

byReinier Kraakman, Paul Davies, Henry B. Hansmann

Paperback | August 9, 2009

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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 additional chapters which examine the highly topical issues of enforcement incorporate law, and explore 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 ofshareholders 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 takeovermarkets. 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 legalstrategies, 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 charteramendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Reinier Kraakman is Ezra Ripley Thayer Professor of Law at Harvard Law School Paul Davies is Cassel Professor of Commercial Law at the London School of Economics and Political Science Henry Hansmann is Augustus E. Lines Professor of Law at Yale Law School Gerard Hertig is Professor of Law, ETH (Swiss Federal Institute of Technology), ...
Title:The Anatomy of Corporate Law: A Comparative and Functional ApproachFormat:PaperbackDimensions:304 pages, 9.21 × 6.14 × 0.03 inPublished:August 9, 2009Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199565848

ISBN - 13:9780199565849

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Table of Contents

1. Hansmann and Kraakman: What is Corporate Law?2. Hansmann and Kraakman: Agency Problems and Legal Strategies3. Hansmann and Kraakman: The Basic Governance Structure4. Hertig and Kanda: Creditor Protection5. Hertig and Kanda: Related Party Transactions6. Rock, Kanda, and Kraakman: Significant Corporate Actions7. Davies and Hopt: Control Transactions8. Hertig, Kraakman and Rock: Issuers and Investor Protection9. Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda: Enforcement10. Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda: Convergence in Corporate Law11. Davies, Hertig and Hopt: Beyond the Anatomy

Editorial Reviews

`Review from previous edition ...the most important corporate law book of the decade ... the future starts here...'Yale Law Journal 09/09/2004