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Vol 23 No 5 May/June 2018

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Drafting Commercial Agreements

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

ISBN13: 9780521143790
New Edition ISBN: 9781316637159
Published: July 2010
Publisher: Cambridge University Press
Country of Publication: UK
Format: Paperback
Price: £57.00

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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.

Company Law
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.