Comparative company law /
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| Main Authors: | , |
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| Corporate Author: | |
| Format: | Online Book |
| Language: | English |
| Published: |
Oxford University Press,
2019
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| Edition: | First edition. |
| Subjects: | |
| Online Access: | https://ezproxy.villanova.edu/login?URL=https://academic.oup.com/book/35318 |
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Table of Contents:
- Cover; Comparative CompanyLaw; Half title; Copyright; Dedication; Preface; Contents; Table of Cases; Table of Legislation; Table of Treaties and International Instruments; List of Abbrevation; PART 1: THE BUSINESS CORPORATION AS A LEGAL INSTITUTION; 1 LEGAL AND THEORETICAL FOUNDATIONS OF THE BUSINESS CORPORATION; A. Concepts and Terminology in Common Law and CivilLaw; I. Corporation and partnership as institutional archetypes; 1. England and Wales; 2. United States; 3. Germany; 4. France; II. The essential properties of the business corporation; B. Separate Legal Personality; I. Meaning
- II. Economic rationaleC. Limited Liability; I. Meaning; II. Economic rationale; D. The Modern Corporation in Historic Perspective; E. Corporate (Law) Theory: The Nature of the Corporation; F. Sources of Domestic CorporateLaw; I. United Kingdom; II. Germany; III. France; IV. United States; 2 THE EUROPEANIZATION OF CORPORATELAW; A. Laws and Law-making in theEU; I. The operation of the internal market; II. Nature and effect of EU law and EU legal instruments; III. Overview of the law-making process; B. The acquis unionaire-An Overview; I. Constitutional foundations
- II. First wave-external liability structureIII. Second wave-securities regulation and corporate mobility; IV. Third wave-corporate governance in listed companies; C. Free Movement of Companies; I. Regulatory competition; II. Freedom of establishment; 1. Scope of application; 2. Restrictions and justification; III. EU legal infrastructure; 1. Statute for a European company (SE); 2. Cross-border Merger Directive; 3. Fourteenth Company Law Directive on Transfer of the Registered Office (Cross-border Conversions); D. Free Movement of Capital; I. Golden shares; II. Capital movements
- III. RestrictionsIV. Justification; E. The Future of EU Company Law Post-Brexit; 3 INCORPORATION AND CORPORATE REPRESENTATION; A. Incorporation; I. Incorporation processes; 1. Germany; 2. France; 3. United Kingdom; 4. United States; II. Disclosure, in particular upon formation; 1. Media of disclosure; 2. Items to be disclosed; 3. Effects of (non-)disclosure; 4. The situation in the United States; III. Nullity; IV. Pre-incorporation contracts; 1. United Kingdom; 2. Germany; 3. France; 4. United States; B. Corporate Representation; I. Ultra vires; II. Primary rules of attribution
- 1. United Kingdom2. Germany; 3. France; 4. United States; III. General rules of attribution; 1. United Kingdom; 2. France and Germany; 3. United States; C. Concluding Remarks; PART 2: STRATEGIES TO REDUCE AGENCY COSTS BETWEEN DIRECTORS AND SHAREHOLDERS; 4 CORPORATE GOVERNANCE REGULATION; A. Power and Legitimacy in Business Corporations; I. The corporation as a public institution; II. Limits to the public-interest conception of corporate power; B. Corporate Governance as an Economic Problem; I. Efficiency and social welfare; II. Agency cost theory