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

Abstract

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.

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