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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 3rd ed isbn 9780198739630

The Anatomy of Corporate Law: A Comparative and Functional Approach 2nd ed

ISBN13: 9780199565832
New Edition ISBN: 9780198739630
Previous Edition ISBN: 019926063X
Published: July 2009
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: Out of print
Paperback edition out of print, ISBN13 9780199565849

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.

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

Company Law
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