This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how and why the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

The Anatomy of Corporate Law: A Comparative and Functional Approach, Second Edition

Armour, John

Enriques, Luca

Kraakman, Reinier

Hertig, Gérard

Kanda, Hideki

Hopt, Klaus J.

Hansmann, Henry B.

Rock, Edward B.

Davies, Paul.

Business

Oxford University Press

The Anatomy of Corporate Law: A Comparative and Functional Approach

The emergence of European private law constitutes one of the most significant developments in the modern legal landscape. Driven by the European Union, a political programme of harmonization has begun to reshape the national private laws of Member States. Successful legal reform depends on a solid foundation of understanding European private law in its entirety, including its historical development and the comparative law dimension. The Max Planck Encyclopedia of European Private Law provides such a foundation. The existing knowledge in many areas of European private law is presently available only through relatively inaccessible specialized literature; some areas are completely lacking systematic legal research. The Encyclopedia systematically gathers the available information at all different levels and in all various branches of private law and gives an overview on all major areas of European private law. The Encyclopedia consists of approximately 500 entries in alphabetical order. Each entry covers the subject matter with regard to its legal history, the comparative law dimension and unification projects - where they exist. A bibliography at the end of each entry provides an overview of the most important publications for further reading. The Encyclopedia will be an essential reference point for all those working on European law and private law within Europe.

Max Planck Encyclopedia of European Private Law

ZIMMERMANN, Reinhard

Basedow, Jürgen

Foreign & International Law

Mediation provides an attractive alternative to resolving disputes through court proceedings. Mediation promises just results in the interest of all parties concerned, a reduction of the court caseload, and cost savings for the parties involved as well as for the treasury.The European Directive on Mediation has given mediation in Europe new momentum by establishing a common framework for cross-border mediation. Beyond Europe, many states have tried in recent years to answer the question whether, and if so, how mediation should be regulated at a national and international level.The aim of this book is to promote the understanding and discussion of regulatory issues by presenting comparative research on mediation. It describes and analyses the law and practice of mediation in twenty-two countries. Europe is represented by chapters on mediation in Austria, Bulgaria, England, France, Germany, Greece, Hungary, Ireland, Italy, the Netherlands, Norway, Poland, Portugal and Spain. The world beyond Europe receives is analysed in chapters on mediation in Australia, Canada, China, Japan, New Zealand, Russia, Switzerland and the USA.Against this background, further chapters on fundamental issues identify possible regulatory models and discuss central principles of mediation law and practice. In particular, the work considers harmonisation and diversity in the law of mediation as well as the economic and constitutional problems associated with privatising civil justice. To the extent available, empirical research is used as a point of reference in the critical analysis.

Mediation: Principles and Regulation in Comparative Perspective

Steffek, Felix

Der Aufsichtsrat: Aktienrecht und Corporate Governance: Sonderausgabe aus dem Großkommentar zum Aktiengesetz §§ 95 bis 116 AktG (De Gruyter Kommentar) (German Edition)

Roth, Markus

de Gruyter

Kreditrecht: Bankkredit und Darlehen im deutschen Recht (German Edition)

Business & Money

Mülbert, Peter O.

Economics

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