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

$74.00 USD

  • Date Published: July 2010
  • availability: This ISBN is for an eBook version which is distributed on our behalf by a third party.
  • format: Adobe eBook Reader
  • isbn: 9780511771408

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About the Authors
  • 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.

    • Contains succinct summaries of the company laws of Germany, the UK and the US, allowing the reader to see at a glance what the law is in each jurisdiction
    • Contains leading cases selected for their comparative value, with many German cases made available for the first time in English
    • Comparative analysis drawing from sophisticated scholarship allows readers to supplement their knowledge of the law and their efforts in conducting comparison with state-of-the-art theoretical insights
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    Product details

    • Date Published: July 2010
    • format: Adobe eBook Reader
    • isbn: 9780511771408
    • contains: 12 b/w illus. 8 tables
    • availability: This ISBN is for an eBook version which is distributed on our behalf by a third party.
  • Table of Contents

    Part I. The Essential Qualities of the Corporation:
    1. Approaching comparative company law
    2. The partnership as a form of business organization
    3. Corporations in a global market: the law applicable to corporations
    Part II. The Corporation and its Capital:
    4. Incorporating the company
    5. Constituting the company's share capital
    6. Increasing the company's capital
    7. Distribution of dividends and maintenance of share capital
    8. Repurchases of shares
    9. The nature of shares and classes of shares
    Part III. Governing the Corporation: Subpart A. The Management:
    10. An introduction to the Board and its governance
    11. Directors' power to represent company
    12. Directors' duties of loyalty, good faith and care
    13. Judicial review of management decisions (The Business Judgment Rule)
    14. Executive compensation
    15. Directors' duties in listed companies
    Subpart B. The Members:
    16. Shareholder voting rights
    17. Shareholder information rights
    18. Shareholder meetings
    19. Shareholder duties
    20. Judicial enforcement of shareholder rights
    Part IV. Corporate Combinations, Groups, and Takeovers: Subpart A. Mergers and Acquisitions:
    21. Techniques for business combinations
    22. Governance rules for business combinations
    Subpart B. Companies in Groups:
    23. Corporate groups
    Subpart C. The Market for Corporate Control:
    24. The regulation of takeover bids and prices
    25. Management interference with takeover bids
    26. Special problems of leveraged buyouts.

  • Instructors have used or reviewed this title for the following courses

    • Advaced European and Comparative Company Law
    • Comparative Business Association
    • Comparative Business Organizations
    • Comparative Corporate Theory and Governance
  • Authors

    Andreas Cahn, Institute for Law and Finance, University of Frankfurt
    Andreas Cahn is a Professor of Law and Director of the Institute for Law and Finance at Goethe-University in Frankfurt.

    David C. Donald, The Chinese University of Hong Kong
    David C. Donald joined the Law Faculty of the Chinese University of Hong Kong in 2008 after five years at the Institute for Law and Finance of the Goethe University in Frankfurt am Main, where he co-taught comparative company law. Donald has worked in securities and banking law practices in Frankfurt am Main, corporate law practices in Milan and Rome, and international trade law practices in Washington DC. He is currently leading a research study of the corporate and securities laws of Hong Kong; the study aims to evaluate whether the design of the relevant laws and rules and the process through which they are adopted are fair and balanced. Donald is also assembling a law-oriented 'market microstructure' analysis of the Hong Kong equity and securities markets and conducting a study of trade-based market manipulation. He holds a PhD from the State University of New York at Buffalo, a JD from Georgetown University and a Dr Jur from the University of Frankfurt.

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