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Vol 21 No 11 Nov/Dec 2016

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This book is now Out of Print.
A new edition has been published, the details can be seen here:
The Anatomy of Corporate Law: A Comparative and Functional Approach 2nd ed isbn 9780199565832

The Anatomy of Corporate Law

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ISBN13: 9780199260638
ISBN: 019926063X
New Edition ISBN: 9780199565832
Published: March 2004
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: Out of print



This book is a concise analytical overview of the field of corporate law. 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-a-vis shareholders; (2) the opportunism of controlling shareholders vis-a-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-a-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 - 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.

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Subjects:
Company Law
Contents:
Preface; 1 Agency Problems and Corporate Law; 2 Strategies for Mitigating Agency Problems; 3 The Basic Governance Structure; 4 Creditor Protection; 5 Related Party Transactions; 6 Significant Corporate Actions; 7 Control Transactions; 8. Issuers and Investor Protection; 9. Beyond the Anatomy