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

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

  • 作者:
  • 出版商: Cambridge University Press
  • ISBN: 9780521143790
  • 出版时间 July 2010
  • 规格: Paperback
  • 适应领域: Germany ? 免责申明:
    Countri(es) stated herein are used as reference only
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  • 描述 
  • 大纲 
  • 详细

    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.

  • Contents:
    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.

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