When comparing the laws of different jurisdictions, one often sees only the forest or the trees. This is particularly problematic in comparative company law, where students hope both to understand the overall framework of the law and grasp its practical application. This text's structure, now in its second edition, solves that dilemma. Chapters open with discursive analyses of the law in each of Germany, the UK and the US (Delaware, the ABA Model Business Corporation Act, and federal securities laws) and set out the high-level governing framework, particularly for the EU and its member states. This analysis is succinct and pointed, with numerous references to both the law and leading scholarship. The whole text is arranged to highlight comparative aspects. Diagrams are used where helpful. Chapters close with edited judicial decisions from at least two of the jurisdictions discussed, which allows fresh exploration of comparison in more detail, and pointed questions to guide class discussion.
Part I. The Essential Qualities of the Corporation: 1. Approaching comparative company law; 2. Corporations in a global market: the law applicable to corporations; 3. Corporations in a global market: harmonization, convergence and transplantation; Part II. The Corporation and its Capital: 4. The partnership as a business form of business organization; 5. Incorporating the company; 6. Constituting the company's share capital; 7. Increasing the company's capital; 8. Distribution of dividends and maintenance of share capital; 9. Repurchases of shares; 10. The nature of shares and classes of shares; Part III. Governing the Corporation: Section 1. The Management: 11. An introduction to the board and its governance; 12. Directors' power to represent the company; 13. Directors' duties of loyalty, good faith and care; 14. Judicial review of management decisions (the business judgment rule); 15. Executive compensation; 16. Directors' duties in listed companies; 17. Governing the Family Enterprise; Section 2. The Members: 18. Shareholder voting rights; 19. Shareholder information rights; 20. Shareholder meetings; 21. Shareholder duties; 22. Judicial enforcement of shareholder rights; Part IV. Corporate Combinations, Groups and Takeovers: Sections 1. Mergers and Acquisitions: 23. Techniques for business combinations; 24. Governance rules for business combinations; Section 2. Companies in Groups: 25. Corporate groups: independent entities in economic interdependence; Section 3. The Market for Corporate Control: 26. The regulation of takeover bids and prices; 27. Management interference with takeover bids; 28. Special problems with leveraged buyouts.
Andreas Cahn studied law at the Goethe-Universitat Frankfurt Am Main and at the University of California, Berkeley. His doctoral thesis deals with problems of managers' liability, and his post-doctoral thesis (Habilitation) focuses on legal aspects of intra-group financing. In 1996 he took up the Chair of Civil Law, Commerce Law and Corporate Law at the University of Mannheim. Since October 2002 he has been Executive Director of the Institute for Law and Finance at Goethe-University in Frankfurt. He has published on corporate law, capital markets law, the law of products liability, general civil law as well as on civil procedure. David C. Donald has been a Professor in the Faculty of Law at The Chinese University of Hong Kong since 2008. From 2003 until 2008, David taught at the Institute for Law and Finance of Goethe University, Frankfurt. For the decade preceding that he worked as a commercial, corporate and securities lawyer in Washington, Milan, Rome and Frankfurt. David's publications focus on market structure, securities clearing and settlement, corporate law and comparative law. He holds a Ph.D. in Law and an LL.M. from the Goethe University, a Juris Doctor from Georgetown University and a Ph.D. in Comparative Literature from State University of New York, Buffalo.