Overview

This is a concise analytical overview of the field of corporate law. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: the opportunism of managers vis-a-vis shareholders; the opportunism of controlling shareholders vis-a-vis minority shareholders; and the opportunism of shareholders as a class vis-a-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts framed by the corporation's internal dynamics and its interactions with the product, labour, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies - although not always the same strategy - to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem.

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9780199260645

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will lay the groundwork for the corporate law debates of the coming decade ... It is hard to overstate the significance of this project ... The great virtue of The Anatomy of Corporate Law is that its typology of strategies provides a simple, user-friendly way to compare the corporate law regimes of a wide range of different countries ... almost as remarkable as the typology itself is the clarity and elegance of the analysis. Yale Law Journal ... to a remarkable extent, The Anatomy of Corporate Law reads as if it were written by a single author ... It has the same clear, streamlined tone throughout. Yale Law Journal ... the book's ten-part anatomy will soon become the lingua franca of corporate law discourse. Yale Law Journal The Anatomy of Corporate Law is likely to have a particularly profound influence on the corporate finance literature ... A great virtue is that it provides a simple set of tools for understanding all of corporate governance, and thus offers precisely the kind of tractability that economists look for. Given that it is both simple and comprehensive, the authors' ten-part typology will appeal at least as much to economists as to legal scholars. Yale Law Journal The Anatomy of Corporate Law is the most important corporate law book of the decade ... The ten-part typology will provide the next generation of corporate law scholars and policymakers with a framework for understanding the characteristic dilemmas of corporate enterprise. For comparative corporate law scholarship, the future starts here. Yale Law Journal

Author Information

Reinier Kraakman is a Professor at Harvard Law School. Paul Davies is a Professor at the London School of Economics and Political Science. Henry Hansmann is a Professor at Yale Law School. Gerard Hertig is a Professor at the Swiss Institute of Technology. Klaus J. Hopt is Director of the Max-Planck Institute Hamburg. Hideki Kanda is a Professor at University of Tokyo Faculty of Law. Edward B. Rock is a Professor at University of Pennsylvania Law School.

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