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Vol 24 No 2 Feb/March 2019

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Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA 2nd ed

ISBN13: 9781316637159
Previous Edition ISBN: 9780521143790
Published: October 2018
Publisher: Cambridge University Press
Country of Publication: UK
Format: Paperback
Price: £59.99

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When comparing the laws of different jurisdictions, one often sees only the forest or the trees. This is particularly problematic in comparative company law, where students hope both to understand the overall framework of the law and grasp its practical application. This text's structure solves that dilemma. Chapters open with discursive analyses of the law in each of Germany, the UK and the US (Delaware, the ABA Model Business Corporation Act, and federal securities laws) and set out the high-level governing framework, particularly for the EU and its member states.

This analysis is succinct and pointed, with numerous references to both the law and leading scholarship. The whole text is arranged to highlight comparative aspects. Diagrams are used where helpful. Chapters close with edited judicial decisions from at least two of the jurisdictions discussed, which allows fresh exploration of comparison in more detail, and pointed questions to guide class discussion.

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