This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law.

Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

The eleventh edition of this essential textbook captures the changing landscape of Company Law. The book has been revised to include the notable changes brought about by the Companies (Amendment) Act, 2015. It provides an incisive analysis of the strategic shift brought by the Companies Act, 2013 and the dimensions of the enabling provisions of the new law. Interesting and easy to understand, this book is a concise text on company law. It discusses the core features of company law, the regulations binding the relationships, the legal strategies to address the ascending problems and the legal trade-offs. Besides focus on the core topics, all the judicial and statutory developments, taken place so far, have been taken into account. Case laws are integrated throughout the book to illustrate key topics. Students preparing for Company Law or Corporate Law paper of respective examinations will find this book immensely useful.

This book provides a clear and concise guide to the key elements of corporate law. The books in the Essentialseries are a helpful revision aid for law students, primarily at undergraduate level, but they will also be helpful to any students studying law as part of their course.