The Anatomy of Corporate Law: A Comparative and Functional Approach. ISBN 9780198724315 from Practitioner Books

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: John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler: What is Corporate Law? 2: John Armour, Henry Hansmann, and Reinier Kraakman: Agency Problems and Legal Strategies 3: John Armour, Luca Enriques, Henry Hansmann, and Reinier Kraakman: The Basic Governance Structure: The Interests of Shareholders as a Class 4: Luca Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies 5: John Armour, Gerard Hertig, and Hideki Kanda: Transactions with Creditors 6: Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler: Related-Party Transactions 7: Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg Ringe: Fundamental Changes 8: Paul Davies, Klaus Hopt, and Wolf-Georg Ringe: Control Transactions 9: Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock: Corporate Law and Securities Markets 10: John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe: Beyond the Anatomy

Author(s)	By Reinier Kraakman (Ezra Ripley Thayer Professor of Law, Ezra Ripley Thayer Professor of Law, Harvard Law School), John Armour (Hogan Lovells Professor of Law and Finance, Hogan Lovells Professor of Law and Finance, University of Oxford), Paul Davies (Senior Research Fellow in the Centre for Commercial Law, Senior Research Fellow in the Centre for Commercial Law, Harris Manchester College, University of Oxford), Luca Enriques (Allen & Overy Professor of Corporate Law, Allen & Overy Professor of Corporate Law, University of Oxford), Henry Hansmann (Oscar M. Ruebhausen Professor of Law, Oscar M. Ruebhausen Professor of Law, Yale Law School), Gerard Hertig (Professor of Law, Professor of Law, ETH Zurich), Klaus Hopt (Past Director, Past Director, Max Planck Institute for Comparative and International Private Law, Hamburg), Hideki Kanda (Professor of Law, Professor of Law, Gakushuin University Law School), Mariana Pargendler (Professor of Law, Professor of Law, FGV Law School, S^D~ao Paulo), Wolf-Georg Ringe (Professor of International Commercial Law, Professor of International Commercial Law, Copenhagen Business School).
Publisher	Oxford University Press
ISBN	9780198724315
Format	Paperback / softback
Pages	304
Published in	United Kingdom
Published	26 Jan 2017
Availability	Available

The Anatomy of Corporate Law: A Comparative and Functional Approach

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