Comparative company law : text and cases on the laws governing corporations in Germany, the UK and the USA / Andreas Cahn and David C. Donald.
2010
K1315 .C34 2010 (Map It)
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Details
Author
Title
Comparative company law : text and cases on the laws governing corporations in Germany, the UK and the USA / Andreas Cahn and David C. Donald.
Published
Cambridge ; New York : Cambridge University Press, 2010.
Call Number
K1315 .C34 2010
Former Call Number
Comp 615 C119 2010
ISBN
9780521768733
052176873X
9780521143790 (pbk.)
0521143799 (pbk.)
052176873X
9780521143790 (pbk.)
0521143799 (pbk.)
Description
xxviii, 927 pages : illustrations ; 24 cm
System Control No.
(OCoLC)606405625
Summary
"It can be difficult for students of comparative company law both to understand the internationally relative nature of a legal system and 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 leave room for original analysis and discussion"-- Provided by publisher.
Bibliography, etc. Note
Includes bibliographical references (pages 877-893) and index.
Record Appears in
Added Author
Table of Contents
List of figures
vii
List of tables
viii
Preface and acknowledgments
ix
Glossary
xi
List of abbreviations
xiii
Table of cases
xvi
Table of legislation
xxii
pt. I
The essential qualities of the corporation
1
1.
Approaching comparative company law
3
2.
The partnership as a form of business organization
24
3.
Corporations in a global market: the law applicable to corporations
65
pt. II
The corporation and its capital
129
4.
Incorporating the company
131
5.
Constituting the company's share capital
165
6.
Increasing the company's capital
188
7.
Distribution of dividends and maintenance of share capital
219
8.
Repurchases of shares
241
9.
The nature of shares and classes of shares
259
pt. III
Governing the corporation
295
SUBPART A
The management
297
10.
An introduction to the board and its governance
299
11.
Directors' power to represent the company
312
12.
Directors' duties of loyalty, good faith and care
332
13.
Judicial review of management decisions (the business judgment rule)
369
14.
Executive compensation
416
15.
Directors' duties in listed companies
442
SUBPART B
The members
465
16.
Shareholder voting rights
467
17.
Shareholder information rights
510
18.
Shareholder meetings
546
19.
Shareholder duties
574
20.
Judicial enforcement of shareholder rights
599
pt. IV
Corporate combinations, groups and takeovers
619
SUBPART A
Mergers and acquisitions
621
21.
Techniques for business combinations
623
22.
Governance rules for business combinations
654
SUBPART B
Companies in groups
675
23.
Corporate groups
677
SUBPART C
The market for corporate control
753
24.
The regulation of takeover bids and prices
755
25.
Management interference with takeovers bids
795
26.
Special problems of leveraged buyouts
844
References
877
Index
894