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The Anatomy of Corporate Law: A Comparative and Functional Approach, 3rd Edition

The Anatomy of Corporate Law: A Comparative and Functional Approach, 3rd Edition

Author: Reinier Kraakman
Publisher: Oxford University Press
ISBN: 9780198724315

Previous Edition ISBN: 9780199565849
Published In: January 2017
Format: Paperback
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only
Hardback Edition ISBN: 9780198739630

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Contents
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Reviews

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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. These include 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 to include 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 of agency 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 address these 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 the reasons 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, protection of 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 as a starting point for their inquiries.

1. What is Corporate Law? , Hansmann and Kraakman

2. Agency Problems and Legal Strategies , Hansmann and Kraakman

3. The Basic Governance Structure , Hansmann and Kraakman

4. Creditor Protection , Hertig and Kanda

5. Related Party Transactions , Hertig and Kanda

6. Significant Corporate Actions , Rock, Kanda, and Kraakman

7. Control Transactions , Davies and Hopt

8. Issuers and Investor Protection , Hertig, Kraakman and Rock

9. Enforcement , Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda

10. Convergence in Corporate Law , Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda

11. Beyond the Anatomy , Davies, Hertig and Hopt ;

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, Gérard 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, and Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, and Co-Director, Institute for Law & Economics, University of Pennsylvania

Contributors:

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

Review(s) from previous edition

"...the most important corporate law book of the decade ... the future starts here... - Yale Law Journal 09/09/2004