text and cases on the laws governing corporations in Germany, the UK and the USA /
First Statement of Responsibility
Andreas Cahn and David C. Donald
.PUBLICATION, DISTRIBUTION, ETC
Place of Publication, Distribution, etc.
New York :
Name of Publisher, Distributor, etc.
Cambridge University Press,
Date of Publication, Distribution, etc.
2010
PHYSICAL DESCRIPTION
Specific Material Designation and Extent of Item
xxviii, 927 p. :
Other Physical Details
ill. ;
Dimensions
24 cm
INTERNAL BIBLIOGRAPHIES/INDEXES NOTE
Text of Note
Includes bibliographical references (p. 877-893) and index
CONTENTS NOTE
Text of Note
The essential qualities of the corporation -- Approaching comparative company law -- The partnership as a form of business organization -- Corporations in a global market: the law applicable to corporations -- The corporation and its capital -- Incorporating the company -- Constituting the company's share capital -- Increasing the company's capital -- Distribution of dividends and maintenance of share capital -- Repurchases of shares -- The nature of shares and classes of shares -- Governing the corporation -- Subpart A. The management -- An introduction to the Board and its governance -- Directors' power to represent company -- Directors' duties of loyalty, good faith and care -- Judicial review of management decisions (the business judgment rule) -- Executive compensation -- Directors' duties in listed companies -- Subpart B. The members -- Shareholder voting rights -- Shareholder information rights -- Shareholder meetings -- Shareholder duties -- Judicial enforcement of shareholder rights -- Corporate combinations, groups, and takeovers -- Subpart A. Mergers and acquisitions -- Techniques for business combinations -- Governance rules for business combinations -- Subpart B. Companies in groups -- Corporate groups -- Subpart C. The market for corporate control -- The regulation of takeover bids and prices -- Management interference with takeover bids -- Special problems of leveraged buyouts
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SUMMARY OR ABSTRACT
Text of Note
"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"--