Comparative Company Law

by Gerner-Beuerle, Carsten; Schillig, Michael Anderson

• ISBN13: 9780191747397
• ISBN10: 0191747394
• Format: eBook
• Copyright: 2019-06-20
• Publisher: Oxford University Press

Summary

Comparative Company Law provides a systematic and coherent exposition of company law across jurisdictions, augmented by extracts taken from key judgments, legislation, and scholarly works. It provides an overview of the legal framework of company law in the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice.

The comparative analysis of legal frameworks is firmly grounded in legal history and legal and economic theory and bolstered by numerous extracts (including extracts in translation) that offer the reader an invaluable insight into how the law operates in context. The book is an essential guide to how company law cuts across borders, and how different jurisdictions shape the corporate lifespan from its formation by way of incorporation to its demise (corporate insolvency) and eventual dissolution. In addition, it offers an introduction to the nature of the corporation, the framework of EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, legal capital, piercing the corporate veil, and corporate insolvency and restructuring law.

Author Biography

Carsten Gerner-Beuerle is Professor of Commercial Law at University College London. He read law and economics at Humboldt University Berlin, the University of Minnesota, and the University of London. From 2004-2009 he was a lecturer at King's College London, and from 2009-2017 he held appointments at the London School of Economics and Political Science. He is admitted to the bar in Germany and practices as a registered European lawyer in England and Wales. He advises on matters of international corporate, insolvency, and capital markets law.

Michael Anderson Schillig is a Professor of Law at King's College London. He read law at the University of Erlangen-Nuremberg, King's College London, and Humboldt University Berlin. From 2004-2007 he was a lecturer at the University of Sheffield, and from 2007-2017 he held appointments in International Commercial and Financial Law at King's College London. He is admitted to the bar in Germany and practices as a registered European lawyer in England and Wales. He advises on matters of international corporate, insolvency, and capital markets law.

Table of Contents

PART 1: THE BUSINESS CORPORATION AS A LEGAL INSTITUTION
1. Emergence of the Business Corporation
2. European and International Context
3. Nature and Formation
PART 2: STRATEGIES TO REDUCE AGENCY COSTS BETWEEN DIRECTORS AND SHAREHOLDERS
4. Corporate Governance Regulation
5. Elements of Shareholder Democracy
6. Constraints on Discretion: Part 1 - Directors
7. Constraints on Discretion: Part 2 - Shareholders
8. Enforcement
PART 3: STRATEGIES TO REDUCE AGENCY COSTS BETWEEN THE COMPANY AND CREDITORS
9. The Concept of Legal Capital
10. Exceptions to the Principle of Limited Liability
11. Dissolution and Corporate Insolvency