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 List Of Contributors 1. A Case-Based Approach to Comparative Company Law 2. General Case on Directors' Duties 3. Duties of Nominee Directors 4. Obligations of Directors in Takeovers 5. Cross-Border Takeovers and Takeover Defences 6. Piercing the Corporate Veil 7. Capital Maintenance 8. Shareholders and Shareholder Law 9. Abuse of Shareholder Rights 10. Shareholders' Rights and Litigation 11. Limitations on the Shareholder's Right to Transfer Shares 12. A Rule-Based Comparison and Analysis of the Case Studies 13. A Quantitative Analysis of Similarities and Differences in Form, Style and Substance Index