Comparative Company Law: A Case-Based Approach

Description

As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary. The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law. Preface Contents List of Contributors 1. A Case-Based Approach to Comparative Company Law I. Introduction II. The Method and Practicalities of a Comparative and Case-Based Approach III. The Hypothetical Cases IV. Conclusion Part 1: Directors’ Duties and Liability 2. General Case on Directors’ Duties I. Scenario II. Case Studies III. Conclusion 3. Duties of Nominee Directors I. Scenario II. Case Studies III. Conclusion 4. Obligations of Directors in Takeovers I. Scenario II. Case Studies III. Conclusion 5. Cross-Border Takeovers and Takeover Defences I. Scenario II. Case Studies III. Conclusion Part 2: Creditor Protection 6. Piercing the Corporate Veil I. Scenario II. Case Studies III. Conclusion 7. Capital Maintenance I. Scenario II. Case Studies III. Conclusion Part 3: Shareholder Protection 8. Shareholders and Shareholder Law I. Scenario II. Case Studies III. Conclusion 9. Abuse of Shareholder Rights I. Scenario II. Case Studies III. Conclusion 10. Shareholders’ Rights and Litigation I. Scenario II. Case Studies III. Conclusion 11. Limitations on the Shareholder’s Right to Transfer Shares I. Scenario II. Case Studies III. Conclusion Part 4: Conclusion 12. A Rule-Based Comparisonand Analysis of the Case Studies I. Introduction II. Aims and Implications of the Project and the Four Claims III. Applying the Four Claims to the Hypothetical Cases IV. Conclusions Annex: Supporting Tables and Evidence 13. A Quantitative Analysis of Similarities and Differences in Form, Style and Substance I. Introduction II. Previous Taxonomic Research III. Coding and Quantitative Analysis IV. Conclusion Annex Index