KRAAKMAN THE ANATOMY OF CORPORATE LAW PDF

The book seeks to provide the reader with a solid functional framework to understand corporate law from a comparative perspective. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the second edition published in These include numerous regulatory changes following the financial crisis of and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as active owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil, to its selection of key jurisdictions comprising the US, the UK, Italy, France, Germany, and Japan. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. As in prior editions, the book starts from the premise that corporations or companies in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership.

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Reinier H. Hopt , Edward Rock , Hideki Kanda. This book is a concise analytical overview of the field of corporate law. 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--although not always the same strategy--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.

This book should be of great interest to scholars and students of corporate and comparative law and to persons interested in business, finance, and economics who wish to deepen their understanding of corporate law. Agency Problems and Legal Strategies. The Basic Governance Structure.

Creditor Protection. Related Party Transactions. Significant Corporate Actions. Control Transactions. Issuers and Investor Protection. Beyond the Anatomy. Index Klaus J. Edward B.

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The Anatomy of Corporate Law: The New Edition

Reinier H. Hopt , Edward Rock , Hideki Kanda. This book is a concise analytical overview of the field of corporate law. 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--although not always the same strategy--to address the three basic agency issues.

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The Anatomy of Corporate Law

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. Every jurisdiction must address these problems in a variety ofcontexts, 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 legalstrategies 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.

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The Anatomy of Corporate Law: A Comparative and Functional Approach

This book provides a theoretical framework for the understanding of corporate or company law from both a functional and a comparative perspective and illustrates how corporate laws in core jurisdictions namely, Brazil, the U. Corporations in all jurisdictions share the same key legal attributes: namely, legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems, namely those between: 1 m Businesses using the corporate form give rise to three basic types of agency problems, namely those between: 1 managers and shareholders as a class; 2 controlling shareholders and minority shareholders; and 3 shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, the book illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, it highlights the many commonalities across jurisdictions and reflects on the reasons why they differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control.

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