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

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Summary

In-depth, comparative analyses of German, UK and US company laws, illustrated by leading cases.

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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