The Anatomy of Corporate Law: A Comparative and Functional Approach

By Edward B. Rock, Reinier H. Kraakman, Paul Davies, et al.

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- - is shareholders; (2) the opportunism of controlling shareholders vis- - is minority shareholders; and (3) the opportunism of shareholders as a class vis- - is 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.

• Format: Paperback
• Language: English
• ISBN: 0199565848
• ISBN13: 9780199565849
• Release Date: September 2009
• Publisher: Oxford University Press
• Length: 352 Pages
• Weight: 1.18 lbs.
• Dimensions: 6.1" x 0.9" x 9.1"

Customer Reviews

The Anatomy of Corporate law: A comparative and funcional approach

Exccellent book, oth for lawyer and economists, Katra

Great book

I do agree with the former reviewer. This is a great book if you do want a comparative perspective of corporate law. It is concentrating on how different legal systems have solved the same problems with minority shareholders, agnecy costs etc. with examples from Japan to US to Europe. We are using it as required reading on two different law school courses.

Work of excellene

A first time global review of corporate law explaining everything. I loved it