The Anatomy of Corporate Law A Comparative and Functional Approach

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.

1 - What is Corporate Law?
2 - Agency Problems and Legal Strategies
3 - The Basic Governance Structure: The Interests of Shareholders as a Class
4 - The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies
5 - Transactions with Creditors
6 - Related-Party Transactions
7 - Fundamental Changes
8 - Control Transactions
9 - Issuers and Investor Protection
10 - Beyond the Anatomy

Reinier Kraakman is the Ezra Ripley Thayer Professor of Law at Harvard Law School John Armour is Lovells Professor of Law and Finance at the University of Oxford Paul Davies is the Allen & Overy Professor of Corporate Law at the University of Oxford Luca Enriques is Professor of Business Law at the University of Bologna, and a Commissioner of Consob Henry Hansmann is Augustus E. Lines Professor of Law at the Yale Law School Gérard Hertig is Professor of Law at the ETH (Swiss Federal Institute of Technology), Zurich Klaus J. Hopt is Professor at the Max Planck Institute for Comparative and International Private Law, Hamburg Hideki Kanda is Professor of Law at the University of Tokyo Edward Rock is Saul A. Fox Distinguished Professor of Business Law, and Co-Director of the Institute for Law & Economics, University of Pennsylvania