Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USACambridge University Press, 4 oct 2018 - 1060 páginas 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, now in its second edition, 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. |
Índice
2 | 25 |
3 | 94 |
Incorporating the company | 150 |
Constituting the companys share capital | 188 |
Increasing the companys capital | 219 |
8 | 254 |
9 | 286 |
The management | 347 |
Shareholder information rights | 640 |
Shareholder meetings | 680 |
Shareholder duties | 712 |
Judicial enforcement of shareholder rights | 743 |
Corporate combinations groups and takeovers | 763 |
Mergers and acquisitions | 765 |
Techniques for business combinations | 767 |
Governance rules for business combinations | 801 |
An introduction to the board and its governance | 349 |
Directors power to represent the company | 365 |
Directors duties of loyalty good faith and care | 393 |
Judicial review of management decisions the business judgment rule | 444 |
Executive compensation | 501 |
Directors duties in listed companies | 533 |
Governing the family enterprise | 557 |
The members | 573 |
Shareholder voting rights | 575 |
Companies in groups | 825 |
independent entities in economic interdependence | 827 |
The market for corporate control | 883 |
The regulation of takeover bids and prices | 885 |
Management interference with takeovers bids | 927 |
Special problems with leveraged buyouts | 980 |
References | 1014 |
1035 | |
Otras ediciones - Ver todo
Comparative Company Law: Text and Cases on the Laws Governing Corporations ... Andreas Cahn,David C. Donald Vista previa restringida - 2010 |
Comparative Company Law: Text and Cases on the Laws Governing Corporations ... Andreas Cahn,David C. Donald No hay ninguna vista previa disponible - 2018 |
Términos y frases comunes
action agreement AktG Aktiengesetz Alcatel amended apply approval assets Aufsichtsrat authority Benihana BGHZ business judgment business judgment rule cash Chapter claim Code Companies Act 2006 company law company’s compensation contract corporate law corporation’s Court of Appeals Court of Chancery creditors decision Defendant DGCL Directive directors disclosure discussed dividends entity equity European European Union Exchange Act exercise Federal fiduciary duty German law governance holders Hoylake interest International investors issue issuer jurisdictions liability limited listed companies Listing Rules majority management board meeting merger Model Act obligations options Ovitz partners partnership payment percent person plaintiff profits proposed proxy purchase pursuant registered Regulation repurchases resolution securities shareholders specific statute stock corporation stockholders subsidiary supervisory board takeover tender offer Text omitted transaction Transparency Directive United Kingdom Unocal violation Vorstand voting rights WpÜG