This is the long-awaited third edition of this highly regarded
comparative overview of corporate law. This edition has been
comprehensively revised and updated to reflect the profound changes in
corporate law and governance practices that have taken place since the
previous edition. These include numerous regulatory changes following
the financial crisis of 2007-09 and the changing landscape of
governance, especially in the US, with the ever more central role of
institutional investors as (active) owners of corporations. The
geographic scope of the coverage has been broadened to include an
important emerging economy, Brazil. In addition, the book now
incorporates analysis of the burgeoning use of corporate law to protect
the interests of "external constituencies" without any contractual
relationship to a company, in an attempt to tackle broader social and
economic problems.
The authors start from the premise that corporations (or companies) in
all jurisdictions share the same key legal attributes: 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: those between managers and
shareholders as a class; controlling shareholders and minority
shareholders; and 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 Anatomy of Corporate Law illustrates how a number of
core jurisdictions around the world deploy such strategies. In so doing,
the book highlights the many commonalities across jurisdictions and
reflects on the reasons why they may 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, protection of external stakeholders, relationships with
creditors, related-party transactions, fundamental corporate actions
such as mergers and charter amendments, takeovers, and the regulation of
capital markets.
The Anatomy of Corporate Law has established itself as the leading
book in the field of comparative corporate law. Across the world,
students and scholars at various stages in their careers, from
undergraduate law students to well-established authorities in the field,
routinely consult this book as a starting point for their inquiries.
