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The Anatomy of Corporate Law
A Comparative and Functional Approach
Second Edition
Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry B. Hansmann, Gérard Hertig, Klaus J. Hopt, Hideki Kanda, and Edward B. Rock
352 pages
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234x156mm
978-0-19-956584-9
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Paperback
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23 July 2009
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- The long-awaited second edition of this highly regarded work
- Provides comparative analysis of key jurisdictions including European countries, the US, and Japan, arranged issue by issue rather than country by country
- Focuses on legal strategies and transactions
- Deals with both closely held and publicly held corporations
New to this edition - Fully updated throughout to reflect the many changes since the previous edition
- Two new chapters examine the highly topical issues of enforcement, and the continued convergence 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.
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.Readership: Students and scholars of company law, corporate law, business, finance and economics, and interested
legal practitioners.
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Reinier Kraakman, Ezra Ripley Thayer Professor of Law, Harvard Law School, John Armour, Lovells Professor of Law and Finance , University of Oxford, Paul Davies, Allen & Overy Professor of Corporate Law, University of Oxford, Luca Enriques, Professor of Business Law, University of Bologna, and a Commissioner of Consob, Henry B. Hansmann, Augustus E. Lines Professor of Law, Yale Law School, Gérard Hertig, Professor of Law, ETH (Swiss Federal Institute of Technology), Zurich, Klaus J. Hopt, Professor, Max Planck Institute for Comparative and International Private Law, Hamburg, Hideki Kanda, Professor of Law, University
of Tokyo, and Edward B. Rock, Saul A. Fox Distinguished Professor of Business Law, and Co-Director, Institute for Law & Economics, University of Pennsylvania Contributors:
Hansmann and Kraakman
Hansmann and Kraakman
Hansmann and Kraakman
Hertig and Kanda
Hertig and Kanda
Rock, Kanda, and Kraakman
Davies and Hopt
Hertig, Kraakman and Rock
Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda
Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda
Davies, Hertig and Hopt
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Review(s) from previous edition
"...the most important corporate law book of the decade ... the future starts here... - Yale Law Journal 09/09/2004
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1: Hansmann and Kraakman: What is Corporate Law?
2: Hansmann and Kraakman: Agency Problems and Legal Strategies
3: Hansmann and Kraakman: The Basic Governance Structure
4: Hertig and Kanda: Creditor Protection
5: Hertig and Kanda: Related Party Transactions
6: Rock, Kanda, and Kraakman: Significant Corporate Actions
7: Davies and Hopt: Control Transactions
8: Hertig, Kraakman and Rock: Issuers and Investor Protection
9: Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda: Enforcement
10: Hertig, Hansmann, Kraakman, Rock, Hopt and Kanda: Convergence in Corporate Law
11: Davies, Hertig and Hopt: Beyond the Anatomy
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The specification in this catalogue, including without limitation price, format, extent, number of illustrations, and month of publication, was as accurate as possible at the time the catalogue was compiled. Occasionally, due to the nature of some contractual restrictions, we are unable to ship a specific product to a particular territory. Jacket images are provisional and liable to change before publication.
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