This open-source casebook is the seventh edition of a casebook using the H2O/OpenCasebook platform of Harvard's Berkman Center. This casebook is intended to be used as the main casebook for an introductory course on the law of corporations. Because is subject to a Creative Commons license and can be printed via Amazon Direct Publishing, it is available to students at a very modest cost. Alternatively, students can read and access the cases and materials online via the H2O platform at opencasebook.org at no cost. This casebook and the H2O/OpenCasebook platform are part of an effort by educators to make high quality course materials and casebooks available to students at reasonable prices.
Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law.
In light of the overwhelming impact of technology on modern life, this thought-provoking book critically analyses the interaction of innovation, technology and corporate law. It highlights the impact of artificial intelligence and distributed ledgers on corporate governance and form, examining the extent to which technology may enhance or displace conventional theories and practices concerning corporate governance and regulation. Expert contributors from multiple jurisdictions identify themes and challenges that transcend national boundaries and confront the international community as a whole.
UNDERSTANDING COMPANY LAW 3RD EDITION is a textbook for non-law students at polytechnics and universities studying the law of companies and business organisations. Providing an excellent balance between theory, case law and practice, UNDERSTANDING COMPANY LAW covers the essential concepts of company law, business organisations, financial markets and takeovers in a clear and straightforward manner.
This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company (GmbH) and the German Stock Corporation (AG). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company (SE).
Between Citizen and State is an intrepid and readable introduction to, and insightful commentary on, the role of the corporation in the modern world. Corporate actors have typical motivations, opportunities, temptations - they are characters, and their interactions follow familiar plotlines. Part I, Background, introduces the characters and their context. Part II, Internal Struggles, explains common conflicts in terms of well-known court cases. Part III, External Relations, examines relationships between the corporation, individuals, and the state.
This edition continues to bridge the gap between lawyers' understanding of the perspective of managers and vice-versa. It continues to meet the needs of both law students and management students. This new edition incorporates additional material on the personalities involved in and the political and social issues raised by the cases studied, and now includes two anti-takeover cases (involving Time magazine and Paramount studios). In an era of re-examination of the basic assumptions of business regulation, this text is a good introduction to the field.
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.
