Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA PDF
Preview Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK and the USA
This page intentionally left blank Comparative Company Law it can be difficult for students of comparative company law both to under- stand the internationally relative nature of a legal system and to grasp it in practical detail. This book is designed to address that problem. each chapter begins with a discursive analysis of the laws in Germany, the UK and the USa, framed by a comparative presentation. Chapters also con- tain edited judicial decisions from at least two of the jurisdictions, which allow readers to perform their own comparisons in more detail and leaves room for original analysis and discussion. andreas cahn is a professor of law and Director of the institute for Law and Finance at Goethe-University in Frankfurt. david c. donald is a professor in the Faculty of Law, The Chinese University of Hong Kong. He has previously worked in securities and banking law practices in Frankfurt, corporate law practices in milan and rome, and an international trade law practice in washington, DC. Comparative Company Law text and Cases on the Laws Governing Corporations in Germany, the UK and the USa anDreaS CaHn anD DaviD C. DonaLD CAMBRIDGE UNIVERSITY PRESS Cambridge, New York, Melbourne, Madrid, Cape Town, Singapore, São Paulo, Delhi, Dubai, Tokyo Cambridge University Press The Edinburgh Building, Cambridge CB2 8RU, UK Published in the United States of America by Cambridge University Press, New York www.cambridge.org Information on this title: www.cambridge.org/9780521768733 © Andreas Cahn and David C. Donald 2010 This publication is in copyright. Subject to statutory exception and to the provision of relevant collective licensing agreements, no reproduction of any part may take place without the written permission of Cambridge University Press. First published in print format 2010 ISBN-13 978-0-511-77293-1 eBook (Dawsonera) ISBN-13 978-0-521-76873-3 Hardback ISBN-13 978-0-521-14379-0 Paperback Cambridge University Press has no responsibility for the persistence or accuracy of urls for external or third-party internet websites referred to in this publication, and does not guarantee that any content on such websites is, or will remain, accurate or appropriate. ContentS List of figures page vii List of tables viii Preface and acknowledgments ix Glossary xi List of abbreviations xiii Table of cases xvi Table of legislation xxii part i The essential qualities of the corporation 1 1 approaching comparative company law 3 2 The partnership as a form of business organization 24 3 Corporations in a global market: the law applicable to corporations 65 part ii The corporation and its capital 129 4 incorporating the company 131 5 Constituting the company’s share capital 165 6 increasing the company’s capital 188 7 Distribution of dividends and maintenance of share capital 219 8 repurchases of shares 241 9 The nature of shares and classes of shares 259 part iii Governing the corporation 295 subpart a The management 297 10 an introduction to the board and its governance 299 v vi Contents 11 Directors’ power to represent the company 312 12 Directors’ duties of loyalty, good faith and care 332 13 Judicial review of management decisions (the business judgment rule) 369 14 executive compensation 416 15 Directors’ duties in listed companies 442 subpart b The members 465 16 Shareholder voting rights 467 17 Shareholder information rights 510 18 Shareholder meetings 546 19 Shareholder duties 574 20 Judicial enforcement of shareholder rights 599 part iv Corporate combinations, groups and takeovers 619 subpart a Mergers and acquisitions 621 21 techniques for business combinations 623 22 Governance rules for business combinations 654 subpart b Companies in groups 675 23 Corporate groups 677 subpart c The market for corporate control 753 24 The regulation of takeover bids and prices 755 25 management interference with takeovers bids 795 26 Special problems of leveraged buyouts 844 References 877 Index 894 FiGU reS 1.1 The five characteristics of a corporation and related topical laws page 14 3.1 The jurisdictional breakdown of rules governing German corporations 75 3.2 The jurisdictional breakdown of rules governing US corporations 89 10.1 US law from the flexible to the rigid 306 11.1 Capacity, authority and reliance 314 14.1 ratio of average executive to average employee pay. Sources: US data: aFL–Cio, 2007 trends in Ceo pay, www.aflcio.org/corporatewatch/ paywatch/. German data: Schwalbach (2009: 125–126). 421 16.1 Dispersed holdings hinder collective action 475 21.1 Simple purchase of assets 625 21.2 Simple purchase of stock 627 21.3 Simple statutory merger 629 21.4 triangular mergers 630 25.1 The effects of takeovers on governance 799 vii ta BLeS 1.1 Functional components of company law page 22 2.1 partnership forms and characteristics, Germany 34 2.2 partnership forms and characteristics, UK 41 2.3 partnership forms and characteristics, US 48 viii
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