The Anatomy of Corporate Law
This book provides a theoretical framework for the understanding of corporate (or company) law from both a functional and a comparative perspective and illustrates how corporate laws in core jurisdictions (namely, Brazil, the U.S., the UK, France, Germany, Italy, and Japan) conform to that framework. Corporations in all jurisdictions share the same key legal attributes: namely, legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems, namely those between: (1) managers and shareholders as a class; (2) controlling shareholders and minority shareholders; and (3) shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, the book illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, it highlights the many commonalities across jurisdictions and reflects on the reasons why they differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, the protection of external stakeholders, the relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets.
Authors
John Armour
Paul Davies
Luca Enriques
Klaus Hopt
