The Anatomy of Corporate Law: A Comparative and Functional Approach

Reinier R. Kraakman

ISBN 10: 0199260648 / ISBN 13: 9780199260645

Published by Oxford University Press, USA, 2004

About this Item

Spuren von Feuchtigkeit / Nasse; Leichte Kratzer / Abnutzungen / Druckstellen; Gebrochener Buchrucken. This book provides a concise analytical overview of corporate law, focusing on three fundamental agency problems: (1) the opportunism of managers towards shareholders; (2) the opportunism of controlling shareholders towards minority shareholders; and (3) the opportunism of shareholders as a group towards other corporate constituencies, such as creditors and employees. Each jurisdiction must tackle these issues within the context of a corporation's internal dynamics and its interactions with various markets. The authors assert that corporate forms are fundamentally similar, with jurisdictions often choosing from a limited set of legal strategies to address these agency issues, although not always the same strategy.The book details how principal European jurisdictions, Japan, and the United States sometimes adopt identical legal strategies for specific corporate law problems while also making divergent choices. It begins with an overview of agency issues and legal strategies, then explores the governance structure of corporations, including the powers of boards of directors and shareholder meetings. It also covers creditor protection, related-party transactions, and key corporate actions like mergers and charter amendments. The conclusion examines friendly acquisitions, hostile takeovers, and capital market regulation. This work is valuable for scholars and students of corporate and comparative law, as well as those interested.

Seller Inventory # 3c4a7beb-f2e1-428f-ac24-64d70d0479ed

Bibliographic Details

• Title: The Anatomy of Corporate Law: A Comparative and Functional Approach
• Publisher: Oxford University Press, USA
• Publication Date: 2004
• Language: English
• ISBN 10: 0199260648
• ISBN 13: 9780199260645
• Binding: Softcover
• Condition: Fair
• Seller catalogs:
  • Economics

About this title

Synopsis

This is a concise analytical overview of the field of corporate law. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: the opportunism of managers vis-a-vis shareholders; the opportunism of controlling shareholders vis-a-vis minority shareholders; and the opportunism of shareholders 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, labour, capital, and takeover markets. 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 - although not always the same strategy - 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.

About the Author

Reinier Kraakman is a Professor at Harvard Law School. Paul Davies is a Professor at the London School of Economics and Political Science. Henry Hansmann is a Professor at Yale Law School. Gerard Hertig is a Professor at the Swiss Institute of Technology. Klaus J. Hopt is Director of the Max-Planck Institute Hamburg. Hideki Kanda is a Professor at University of Tokyo Faculty of Law. Edward B. Rock is a Professor at University of Pennsylvania Law School.