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

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Cambridge University Press, 4 oct. 2018 - 1094 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.
 

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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
Index
1035
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Sobre el autor (2018)

Andreas Cahn studied law at the Goethe-Universität Frankfurt Am Main and at the University of California, Berkeley. His doctoral thesis deals with problems of managers' liability, and his post-doctoral thesis (Habilitation) focuses on legal aspects of intra-group financing. In 1996 he took up the Chair of Civil Law, Commerce Law and Corporate Law at the University of Mannheim. Since October 2002 he has been Executive Director of the Institute for Law and Finance at Goethe-University in Frankfurt. He has published on corporate law, capital markets law, the law of products liability, general civil law as well as on civil procedure.

David C. Donald has been a Professor in the Faculty of Law at The Chinese University of Hong Kong since 2008. From 2003 until 2008, David taught at the Institute for Law and Finance of Goethe University, Frankfurt. For the decade preceding that he worked as a commercial, corporate and securities lawyer in Washington, Milan, Rome and Frankfurt. David's publications focus on market structure, securities clearing and settlement, corporate law and comparative law. He holds a Ph.D. in Law and an LL.M. from the Goethe University, a Juris Doctor from Georgetown University and a Ph.D. in Comparative Literature from State University of New York, Buffalo.

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