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List of figures | p. vii |
List of tables | p. viii |
Preface and acknowledgments | p. ix |
Glossary | p. xi |
List of abbreviations | p. xiii |
Table of cases | p. xvi |
Table of legislation | p. xxii |
The essential qualities of the corporation | p. 1 |
Approaching comparative company law | p. 3 |
The partnership as a form of business organization | p. 24 |
Corporations in a global market: the law applicable to corporations | p. 65 |
The corporation and its capital | p. 129 |
Incorporating the company | p. 131 |
Constituting the company's share capital | p. 165 |
Increasing the company's capital | p. 188 |
Distribution of dividends and maintenance of share capital | p. 219 |
Repurchases of shares | p. 241 |
The nature of shares and classes of shares | p. 259 |
Governing the corporation | p. 295 |
The management | p. 297 |
An introduction to the board and its governance | p. 299 |
Directors' power to represent the company | p. 312 |
Directors' duties of loyalty, good faith and care | p. 332 |
Judicial review of management decisions (the business judgment rule) | p. 369 |
Executive compensation | p. 416 |
Directors' duties in listed companies | p. 442 |
The members | p. 465 |
Shareholder voting rights | p. 467 |
Shareholder information rights | p. 510 |
Shareholder meetings | p. 546 |
Shareholder duties | p. 574 |
Judicial enforcement of shareholder rights | p. 599 |
Corporate combinations, groups and takeovers | p. 619 |
Mergers and acquisitions | p. 621 |
Techniques for business combinations | p. 623 |
Governance rules for business combinations | p. 654 |
Companies in groups | p. 675 |
Corporate groups | p. 677 |
The market for corporate control | p. 753 |
The regulation of takeover bids and prices | p. 755 |
Management interference with takeovers bids | p. 795 |
Special problems of leveraged buyouts | p. 844 |
References | p. 877 |
Index | p. 894 |
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