The Anatomy of Corporate Law: A Comparative and Functional Approach (Paperback)

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.

• Fully updated from the previous edition with recent law reforms around the world, including the numerous changes that have taken place following the global financial crisis
• Provides the reader with a solid framework to understand corporate law from a comparative perspective
• Lays out a well-informed, functional, and updated description of corporate law in key jurisdictions (US, UK, Brazil, Italy, France, Germany, and Japan)
• Features rigorous functional analysis that combines law, economics, and political economy to provide a better understanding of corporate law across jurisdictions
• Includes insightful explanations of why laws have converged and why they haven't

1: What is Corporate Law?, John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
2: Agency Problems and Legal Strategies, John Armour, Henry Hansmann, and Reinier Kraakman
3: The Basic Governance Structure: The Interests of Shareholders as a Class, John Armour, Luca Enriques, Henry Hansmann, and Reinier Kraakman
4: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies, Luca Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
5: Transactions with Creditors, John Armour, Gerard Hertig, and Hideki Kanda
6: Related-Party Transactions, Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler
7: Fundamental Changes, Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg Ringe
8: Control Transactions, Paul Davies, Klaus Hopt, and Wolf-Georg Ringe
9: Corporate Law and Securities Markets, Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock
10: Beyond the Anatomy, John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe