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

by Andreas Cahn , David C. Donald

• ISBN13: 9780521143790
• ISBN10: 0521143799
• Format: Paperback
• Copyright: 2010-09-06
• Publisher: Cambridge University Press

Summary

It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and to grasp it in practical detail. This book is designed to address that problem. Each chapter begins with a discursive analysis of the laws in Germany, the UK and the USA, framed by a comparative presentation. Chapters also contain edited judicial decisions from at least two of the jurisdictions, which allow readers to perform their own comparisons in more detail and leaves room for original analysis and discussion. Book jacket.

Author Biography

Andreas Cahn is a professor of law and Director of the Institute for Law and Finance at Goethe-University in Frankfurt. David C. Donald is a professor in the Faculty of Law, The Chinese University of Hong Kong. He has previously worked in securities and banking law practices in Frankfurt, corporate law practices in Milan and Rome, and an international trade law practice in Washington, D.C.

Table of Contents

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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