In the US the use of economics has had a dramatic influence on the study of corporate law. This book is the first in the UK to use economics to discuss company law issues. Company Law: Theory, Structure and Operation addresses a series of important questions which have not been analysed in detail elsewhere
Corporate Finance is an area of law which is obviously of significant practical importance, but the academic analysis of this area of law has also been increasingly recognised. This book provides a discussion of the most interesting theoretical and policy issues in Corporate Finance law. This book covers both the equity and debt sides of Corporate Finance law, and seeks, where possible, to compare the two, considering the desirability of each in various circumstances and pointing to areas of convergence and overlap. The topics covered in this book include: an overview of the financing options available to companies; the relationship between debt and equity; legal capital; contractual protection for creditors; proprietary protection for creditors; single and multiple lenders; transferred debt; public offers of shares; the ongoing regulation of the capital market; the regulation of debt; takeovers; schemes of arrangement and private equity. Each chapter analyses the issues so as to enable the reader to understand the difficulties, risks and tensions inherent in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book discusses areas where the law is uncertain, including some difficult conceptual problems, and considers the present law critically, including options for possible reform. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.
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Activist Shareholders, Decoupled Risk, and Corporate Governance
Author: Wolf-Georg Ringe
Publisher: Oxford University Press
New investment techniques and new types of shareholder activists are shaking up the traditional ways of equity investment that informs much of our present-day corporate law and governance. Savvy investors such as hedge funds are using financial derivatives, securities lending transactions, and related concepts to decouple the financial risk from shares. This leads to a distortion of incentives and has potentially severe consequences for the functioning of corporate governance and of capital markets overall. Taking stock of the different decoupling strategies that have become known over the past several years, this book then provides an evaluation of each from a legal and an economic perspective. Based on several analytical frameworks, the author identifies the elements of equity deconstruction and demonstrates the consequences for shareholders, outside investors, and capital markets. On this basis, the book makes the case for regulatory intervention, based on three different pillars and comprising disclosure, voting right suspension, and ex-post litigation. The book concludes by developing a concrete, comprehensive proposal on how to address the regulatory problem. Overall, this book contributes to the debate about activist investment and the role of shareholders in corporate governance. At the same time it raises a number of important considerations about the role of equity investment more generally.
Theoretical writing on the company and company law has been dominated in recent years by economics. This collection of essays by a distinguished team of authors drawn from a variety of disciplines seeks to build on the insights of this economic analysis and broaden understanding by examining the company in a wider historical,legal, political, and sociological context. Issues discussed include the attitudes of political parties in the UK to the company, the rise of the non-executive director, institutional activism and stakeholder protection, and the evolution of the nexus of contracts theory of the company. There is also a strong comparative theme, with discussions of the political and sociological context of corporate governance in France, Germany, and Japan, together with developments at the European level.
The International Corporate Law Series is dedicated to the publication of scholarly writing on issues in international and comparative corporate law. This volume includes topics such as: Nigerian corporate regulation; corporate governance; the globalization of corporate regulation; developments in French corporate law; corporate law reform and futures regulation in Australia; the transplantation of company law in Vietnam; developments in Nigerian corporate law; the globalized enterprise within the world economy; the juridical nature of the corporation; and recent developments in Japanese corporate law.
Developing a Community Law of Corporations : Collected Papers from the Leiden University Unilever Programme, 2002
Author: Jonathan Rickford
Publisher: Intersentia nv
The European Company (SE) is a new form of public company, which enters the law of all EU states in October 2004. It is supra-national, with features in the fields of cross-frontier restructuring, board structure and corporate governance, employee involvement and participation which are novel and unique and will be uniformly available throughout Europe. Yet it also presents an optional and flexible character, allowing great variation both in national characteristics, according to where companies are founded, and new and potentially valuable options to businesses to adjust their organisations to the needs of modern transnational markets. This book will be of great interest to all those concerned with the theory and practice of international business law: students, theorists and experienced practitioners, offering valuable insights into the developing process of European integration and diversification. It contains papers on all these aspects by leading thinkers in the field, who came together under the aegis of the Leiden University/Unilever programme in 2002. Professor Paul Davies, Cassel Professor at the London School of Economics, writes on employee involvement, Professor Garrido Garcia, General Counsel to the Spanish Securities and Exchange Commission, on European Company Law and the Capital Markets, Professor Klaus Hopt, Director of the Max Planck Institute, on board structure and corporate governance, Professor Jaap Winter of the University of Rotterdam and Chairman of the European Commissions High Level Group on Company Law, on the significance of the European Company as a model for the future, and Professor Eddy Wymeersch of the University of Ghent, on the fast developing law on freedom of movement and international transfer of management. There are also important contributions from Pieter Sanders, Professor Emeritus of the University of Rotterdam, who introduced the SE concept some 45 years ago, and Commissioner Frits Bolkestein, who has responsibility for company law and corporate governance within the European Commission. The collection is edited by Professor Jonathan Rickford, Project Director of the British review of company law and director of the Company Law Centre at the British Institute for International and Comparative Law in London. He led the Leiden/Unilever programme and provides papers on the overall concept and its likely practical applications. This publication is part of the Meijers series published under the auspices of the E.M. Meijers Institute of Legal Studies, Faculty of Law, Leiden University, where in 2002 Professor Jonathan Rickford held the Unilever Chair of European Company Law.
A Comparative Study with Particular Reference to Large Companies
Author: Hans C. Hirt
Publisher: Peter Lang
Category: Business & Economics
The power to control litigation in the company's name is normally vested in the board of directors. This gives rise to a conflict of interest whenever some or all of the directors breach their duties. In such a situation, the board's decision whether or not to litigate is potentially tainted because the wrongdoers are part of the decision-making process. The board as a whole is therefore an unsuitable decision-making body and the following question arises: who should decide whether it is in the company's interest to initiate litigation against the alleged wrongdoers? There are a number of different persons and bodies in which the decision-making power could be vested. The British approach is the reversion of management power to the shareholders in general meeting and, in certain restricted situations, the availability of the derivative action brought by a shareholder on behalf of the company. Both mechanisms give rise to significant difficulties. This book begins by explaining the board's conflict of interest, sets out a theoretical framework of legal strategies that cover the whole range of approaches to deal with it and analyses their strengths and weaknesses. The analysis consists of an assessment and comparison of four models of the enforcement of directors' duties, which are based on the current law and reform proposals in Britain and Germany. Particular reference is made to recent case law and its practical implications.
The International Corporate Law Series is dedicated to the publication of scholarly writing on issues in the area of international and comparative corporate law. This volume includes contributions from the following: Dr Adedeji Adekunle of the University of Lagos writing on Nigerian corporate regulation; Professor Stephen Bottomley of the Australian National University writing on corporate governance; Professor John Braithwaite of the Australian National University and Dr Peter Drahos of the Queen Mary Intellectual Property Research Institute writing on the globalisation of corporate regulation; Professor Yves Chaput of the Université de Paris I writing on developments in French corporate law; Rasiah Gengatharen of the University of Western Australia writing on corporate law reform and futures regulation in Australia; Dr John Gillespie of Deakin University writing on the transplantation of company law in Vietnam; Desmond Guobadia writing on developments in Nigerian corporate law; Jean-Phillipe Robe writing on the globalised enterprise within the world economy; Richard Tudway writing on the juridical nature of the corporation; and Professor Junko Ueda writing on recent developments in Japanese corporate law.