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

Author: Andreas Cahn; David C. Donald
Publisher: Cambridge University Press
ISBN: 9780521143790
Published In: July 2010
Format: Paperback
Jurisdiction: Germany ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents

Details

It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and 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 leave room for original analysis and discussion.

Contents:: Part I. The Essential Qualities of the Corporation; 1. Approaching comparative company law; 2. The partnership as a form of business organization; 3. Corporations in a global market: the law applicable to corporations; Part II. The Corporation and its Capital; 4. Incorporating the company; 5. Constituting the company's share capital; 6. Increasing the company's capital; 7. Distribution of dividends and maintenance of share capital; 8. Repurchases of shares; 9. The nature of shares and classes of shares; Part III. Governing the Corporation: Subpart A. The Management; 10. An introduction to the Board and its governance; 11. Directors' power to represent company; 12. Directors' duties of loyalty, good faith and care; 13. Judicial review of management decisions (The Business Judgment Rule); 14. Executive compensation; 15. Directors' duties in listed companies; Subpart B. The Members; 16. Shareholder voting rights; 17. Shareholder information rights; 18. Shareholder meetings; 19. Shareholder duties; 20. Judicial enforcement of shareholder rights; Part IV. Corporate Combinations, Groups, and Takeovers: Subpart A. Mergers and Acquisitions; 21. Techniques for business combinations; 22. Governance rules for business combinations; Subpart B. Companies in Groups; 23. Corporate groups; Subpart C. The Market for Corporate Control; 24. The regulation of takeover bids and prices; 25. Management interference with takeover bids; 26. Special problems of leveraged buyouts.