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.
Andreas Cahn is a Professor of Law and Director of the Institute for Law and Finance at Goethe-University in Frankfurt. David C. Donald joined the Law Faculty of the Chinese University of Hong Kong in 2008 after five years at the Institute for Law and Finance of the Goethe University in Frankfurt am Main, where he co-taught comparative company law. Donald has worked in securities and banking law practices in Frankfurt am Main, corporate law practices in Milan and Rome, and international trade law practices in Washington DC. He is currently leading a research study of the corporate and securities laws of Hong Kong; the study aims to evaluate whether the design of the relevant laws and rules and the process through which they are adopted are fair and balanced. Donald is also assembling a law-oriented 'market microstructure' analysis of the Hong Kong equity and securities markets and conducting a study of trade-based market manipulation. He holds a PhD from the State University of New York at Buffalo, a JD from Georgetown University and a Dr Jur from the University of Frankfurt.
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.