This 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: the opportunism of managers vis-a-vis shareholders; the opportunism of controlling shareholders vis-a-vis minority shareholders; and 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, labour, 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.
Table of 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
Reinier Kraakman is a Professor at Harvard Law School. Paul Davies is a Professor at the London School of Economics and Political Science. Henry Hansmann is a Professor at Yale Law School. Gerard Hertig is a Professor at the Swiss Institute of Technology. Klaus J. Hopt is Director of the Max-Planck Institute Hamburg. Hideki Kanda is a Professor at University of Tokyo Faculty of Law. Edward B. Rock is a Professor at University of Pennsylvania Law School.