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| corporate law in the uk: The Anatomy of Corporate Law Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry B. Hansmann, Gérard Hertig, Klaus J. Hopt, Hideki Kanda, Edward B. Rock, 2009-07-23 This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-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, labor, 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 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, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets. |
| corporate law in the uk: The Foundations of Anglo-American Corporate Fiduciary Law David Kershaw, 2018-08-23 This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK. |
| corporate law in the uk: National Corporate Law in a Globalised Market David Milman, 2009-01-01 This is an ambitious, original, fascinating and eminently readable study of UK company law in its European and international context. As well as doctrinal company law (whether purely domestic or European), it touches on theory and other laws, especially insolvency, fiscal and private international law affecting the corporate form. It provides insights that will be of interest and use to academic company lawyers across the world and should be on the reading list for any postgraduate course on company law. John Birds, University of Manchester, UK In this book, David Milman explains the significant impact and effect of global trends on the regulation and implementation of UK corporate law, exposing both the historical and future advancement of the global convergence (and divergence) of corporate principles in jurisdictions across the world. The treatment of the subject area is unique, informative and a compelling read. The exposition of the subject matter is thought provoking. The book is comprehensively crafted, exhibiting the author s enviable ability to import detailed and complex issues into a most readable text. Stephen Griffin, University of Wolverhampton, UK In this timely book, David Milman considers how UK corporate law has been affected by the forces of globalisation, arguing that this is not a new development, but rather is part of an historical continuum. He examines corporate law regulatory strategy in general, treatment of foreign shareholders and multinational groups, aspects of private international law and issues connected with cross border insolvency. The substantive chapters cover a full range of issues, from the harmonisation of corporate law, and the common denominators in corporate law principles, to the regulation of overseas companies and foreign stakeholders and transnational cooperation. The book concludes with a consideration of the wider issue of convergence in corporate law and examines whether total convergence is a realistic possibility. National Corporate Law in a Globalised Market is set against the backdrop of the progressive implementation of the Companies Act 2006 and the turmoil of the current world financial crisis. With a scholarly review of current theoretical and policy issues in corporate law this book will be an invaluable resource tool for academics and advanced students as well as practitioners. |
| corporate law in the uk: Corporate Ownership and Control Brian R. Cheffins, 2010 Much discussion on corporate governance assumes companies are owned and controlled separately, yet this is not the norm worldwide. This book explores the foundations of separation in UK companies, asking how the company came to prominence and why and how the UK stock market came to be dominated by institutional shareholders. |
| corporate law in the uk: Comparative Company Law Andreas Cahn, David C. Donald, 2018-10-04 Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation. |
| corporate law in the uk: Corporate Law and Financial Instability Andreas Kokkinis, 2017-11-20 Virtually all large banks and other financial institutions in the UK and internationally are public limited liability companies whose shares are listed on one or several stock exchanges. As such, their corporate governance and, in particular, the incentives faced by their directors and senior managers are to a significant extent determined by corporate and securities law rules such as directors’ duties, directors’ liability in insolvency, takeover regulation, disclosure obligations, shareholder rights and rules on executive remuneration. At the same time, systemically important financial institutions in the UK are licensed, regulated and supervised by the Prudential Regulation Authority (PRA). This book explores the relationship between, on the one hand, the broader corporate law, corporate governance and securities law framework and, on the other, the prudential regulatory framework. Although the book’s main focus is on UK law, much of the policy argumentation is relevant globally and therefore appropriate international comparisons are drawn, and analysis of EU law and regulation is included. The book argues that the corporate law regime, which focuses on shareholder empowerment and profit maximisation, operates as an antithesis to prudential regulatory objectives thus undermining the safety and soundness of banks and other financial institutions by encouraging risky behaviour that may be in the best interests of their shareholders, but is clearly not in the public interest. |
| corporate law in the uk: Company Law Alan J. Dignam, John Lowry, 2006 Author order on cover and title page reads Alan Dignam and John Lowry. Previous editions have John Lowry as first author. |
| corporate law in the uk: Corporate Lawyers and Corporate Governance Joan Loughrey, 2011-06-02 This assessment of the corporate governance role of corporate lawyers in the UK analyses the extent to which lawyers can and should act as gatekeepers, counsellors and reputational intermediaries. Focusing on external and in-house lawyers' roles in both dispersed share-ownership and owner-managed companies, Joan Loughrey highlights the conflicts of interest that are endemic in corporate representation and examines how lawyers should respond when corporate agents provide instructions contrary to the company client's interests. She also considers the legitimacy of 'creative compliance', the ethical arguments for and against lawyers prioritising the public interest over their clients' interests, and their exposure to liability if they fail to perform a corporate governance role. Finally, she considers whether the reforms to the legal profession will promote the lawyer's corporate governance role and advances suggestions for reform. |
| corporate law in the uk: Unlocking Company Law Susan McLaughlin, 2018-07-11 Unlocking Company Law is the ideal resource for learning and revising Company Law. This 4th edition has been extensively updated, and this, along with its many pedagogical features, makes it the ideal companion for students studying Company Law. Each chapter in the book contains: • aims and objectives; • activities such as self-test questions; • charts of key facts to consolidate your knowledge; • diagrams to aid memory and understanding; • prominently displayed cases and judgments; • chapter summaries; • essay questions with answer plans. In addition, the book features a glossary of legal terminology, making the law more accessible. |
| corporate law in the uk: The Oxford Handbook of Corporate Law and Governance Jeffrey Neil Gordon, Wolf-Georg Ringe, 2018 Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field. |
| corporate law in the uk: Company Law Eva Micheler, 2021 This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders. |
| corporate law in the uk: Introduction to Company Law Paul Davies, 2010-09-23 Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law. |
| corporate law in the uk: British Company Law Library , 2001-02-22 The British Company Law Library provides expert commentary on company law, practice and legislation and case reporting in one source. Available on CD-ROM, online or in looseleaf format, the service is aimed at the busy professional who needs regular updates on developments in company law. |
| corporate law in the uk: Company Law Lee Roach, 2022-03-11 Lee Roach guides the reader through the intricacies of the subject with unrivalled clarity and expert analysis of the application of principles to real-life cases. |
| corporate law in the uk: Corporate Citizen Oonagh E. Fitzgerald, 2020-10-06 The contributors to Corporate Citizen explore the legal frameworks and standards of conduct for multinational corporations. In a globalized world governed by domestic and international law, these corporations can be everywhere and nowhere at once, reaping financial benefits and enjoying the protections of investor-state arbitration but rarely being held accountable for the economic, environmental, and human rights harms they may have caused. Given the far-reaching power and success of the transnational corporation, and the many legal tools allowing these companies to avoid liability, how can governments protect their citizens? Broad-ranging in perspective, colourful and thought-provoking, the chapters in Corporate Citizen make the case that because the success of corporate global citizenship risks undermining national and international democratic governance, the multinational corporation must be more closely scrutinized and controlled – in the service of humanity and the protection of the natural environment. |
| corporate law in the uk: European Corporate Law Adriaan F.M. Dorresteijn, Christoph Teichmann, Erik Werlauff, Tiago Monteiro, Nadia Pocher, 2016-04-24 This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems. |
| corporate law in the uk: Tolleys Taxwise 2021-22 David Heaton, Philip Rutherford, Julie Ward, 2021-11-22 |
| corporate law in the uk: Boyle and Birds' Company Law John Birds, A. J. Boyle, 2011 'Boyle and Birds' Company Law' combines a comprehensive exploration of law and practice with an examination of the theoretical issues. This edition has been revised in light of the UK Corporate Governance Code 2010 and case-law developments. |
| corporate law in the uk: Corporate Finance Law Louise Gullifer, Jennifer Payne, 2015-10-22 The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law. |
| corporate law in the uk: The Future of the Corporation PLM (Firm), 1974 Papers from a conference sponsored by PLM in Malmo, Sweden, June 1970. Includes bibliographical references. |
| corporate law in the uk: The Anatomy of Corporate Law Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, Edward Rock, 2017-01-19 This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of external constituencies without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries. |
| corporate law in the uk: Rethinking Corporate Governance Alessio M. Pacces, 2012 This book takes a comparative law and economics approach to the study of corporate governance. It looks at the overall impact of corporate law on separation of ownership and control across different jurisdictions and in doing so reappraises the existing framework for economic analysis of corporate law. |
| corporate law in the uk: Critical Company Law Lorraine Talbot, 2007-08-03 Dr Talbot traces the history of the fundamental principles of English company law, including the doctrine of separate corporate personality, director’s duties, minority protection and the doctrine of ultra vires from both a black letter and contextual perspective. Relevant aspects of the Companies Act 2006 are thoroughly examined. Drawing on the influence of American law and scholarship, the book considers the ideas which have informed corporate governance in England . It includes a case study of mutual building societies’ march to the market and corporate identity. The hybrid approach adopted in the text provides a contextual and critical framework in which to understand company law as well as a broad picture in black letter law terms. The aim is to invigorate what many students and academics consider a dry subject by uncovering the social factors which continue to inform this area of law - and the political nature of the law itself. Dr Talbot maintains that modern company law is shaped by three main factors – economics, ideology and existing law. The state of the law at any one time is determined by the constantly shifting relationship between these factors. |
| corporate law in the uk: A Social History of Company Law Rob McQueen, 2016-03-16 The history of incorporations legislation and its administration is intimately tied to changes in social beliefs in respect to the role and purpose of the corporation. By studying the evolution of the corporate form in Britain and a number of its colonial possessions, the book illuminates debates on key concepts including the meanings of laissez faire, freedom of commerce, the notion of corporate responsibility and the role of the state in the regulation of business. In doing so, A Social History of Company Law advances our understanding of the shape, effectiveness and deficiencies of modern regulatory regimes, and will be of much interest to a wide circle of scholars. |
| corporate law in the uk: Comparative Corporate Governance Afra Afsharipour, Martin Gelter, 2021-06-25 This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism. |
| corporate law in the uk: The Modern Corporation and Private Property Adolf Augustus Berle, Gardiner Coit Means, 1937 |
| corporate law in the uk: The Enlightened Shareholder Value Principle and Corporate Governance Andrew Keay, 2013 The book explains and assesses the nature of enlightened shareholder value principle (ESV) and its contribution to corporate governance. Andrew Keay traces the development of the principle of ESV and examines it in the context of existing principles which have influenced corporate governance. The book analyses the UK legislation that delivers the principle in corporate law and ESV is compared to the constituency statutes that apply in the US in order to determine can whether anything can be learned from the American experience with these statutes. Finally the book considers whether ESV will mean a less short-termist approach by financial institutions and non-financial institutions after the global financial crisis. |
| corporate law in the uk: The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability Beate Sjåfjell, Christopher M. Bruner, 2019-12-12 The emerging field of corporate law, corporate governance and sustainability is one of the most dynamic and significant areas of law and policy in light of the convergence of environmental, social and economic crises that we face as a global society. Understanding the impact of the corporation on society and realizing its potential for contributing to sustainability is vital for the future of humanity. This Handbook comprehensively assesses the state-of-the-art in this field through in-depth discussion of sustainability-related problems, numerous case studies on regulatory responses implemented by jurisdictions around the world, and analyses of predominant strategies and potential drivers of change. This Handbook will be an essential reference for scholars, students, practitioners, policymakers, and general readers interested in how corporate law and governance have exacerbated global society's most pressing challenges, and how reforms to these fields can help us resolve those challenges and achieve sustainability. |
| corporate law in the uk: The Law of Business Organizations Martin Schulz, Oliver Wasmeier, 2012-01-05 This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company (GmbH) and the German Stock Corporation (AG). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company (SE). |
| corporate law in the uk: Canadian Business Corporations Law Kevin Patrick McGuinness, 2007 This new edition of Kevin McGuinness's widely cited treatise on corporate law covers the wealth of case law and legislative changes since 1999. Discover how major corporate scandals and amendments to the Canadian Business Corporations Act and Ontario Business Corporations Act have impacted the way your clients operate-and what your new responsibilities involve. Canadian Business Corporations Law, formerly known as The Law and Practice of Canadian Business Corporations, combines all commentary and analysis into a convenient, user-friendly volume that you can easily bring to court or the boardroom. |
| corporate law in the uk: Routledge Handbook of Corporate Law Roman Tomasic, 2016-11-10 The Routledge Handbook of Corporate Law provides an accessible overview of current research in the field, from an international and comparative perspective. In recent years there has been an explosion of corporate law research, as this area of law continues to develop rapidly throughout the world. Traditionally, Anglo–American corporate law theory has dominated debates and publications; however, this handbook readdresses the balance by exploring the treatment of corporate law in both Europe and Asia, as well developments in the US and UK. Bringing together a wide range of key thinkers in the field, this volume is divided into three main parts: Thinking about corporate law Corporate law principles and governance Some cross-cultural comparisons Providing up-to-date and authoritative articles covering all the key aspects of corporate law, this reference work is essential reading for advanced students, scholars and practitioners in the field. |
| corporate law in the uk: Understanding Company Law Alastair Hudson, 2017-07-06 Understanding Company Law is a lively introduction to the key principles of the Companies Act 2006 and modern company law. It takes a unique approach to the subject, which also encompasses the important and growing fields of securities regulation, corporate governance and corporate social responsibility. This book covers all of the key topics that a student reader will encounter in any company law course. The discussion presents the key principles simply, before guiding the reader through the more complex issues that are often the focus of examinations in this subject. It also offers pathways into further reading, while injecting enjoyment back into the topic. In Understanding Company Law, Professor Hudson provides a straightforward guide to the law, while providing context, detailed analyses of the leading cases, and no little humour. The second edition covers key recent changes and developments in company law, both case law and statutory, including: two recent Supreme Court decisions on piercing the corporate veil, VTB Capital plc v Nutritek International Corp and others and Prest v Petrodel Resources Limited & Others, and an analysis of the Conservative government’s Green Paper on Corporate Governance. Online support Visit the author’s website at www.alastairhudson.com to find podcasts of specially recorded lectures covering the basic principles and an audiobook version of this text. |
| corporate law in the uk: Shareholder Primacy and Global Business Lela Mélon, 2019-03-13 In the context of growing public interest in sustainability, Corporate Social Responsibility (CSR) has not brought about the expected improvement in terms of sustainable business. Self-regulation has been unable to provide appropriate answers for unsustainable business frameworks, despite empirical proof that sustainable behaviour is entirely in corporate enlightened self-interest. The lack of success of the soft law approach suggests that hard law regulation may be needed after all. This book discusses these options, alongside the issue of shareholder primacy and its externalities in corporate, social, and natural environment. To escape the prisoner’s dilemma European corporations and their global counterparts have found themselves in, help is needed in the form of EU hard law to advocate sustainability through mandatory rules. This book argues that the necessity of these laws is based on the first-mover’s advantage of such corporate law approach towards sustainable development. In the current EU law environment, where codification of corporate law is sought for, forming and defining a general EU policy could not only help corporations embrace this self-enlightened behaviour but could also build the necessary EU corporate citizenship atmosphere. Considering the developments in the field of CSR as attempts to mitigate negative externalities resulting from inappropriate shareholder primacy use, the book is centred around a discussion of the shareholder primacy paradigm, its legal position and its (un)suitability for modern global business. Going beyond solely legal analysis, juxtaposing legal principles and argumentation with economic theoretic approaches and, more importantly, real-life examples, this book is accessible to both professionals and academics working within the fields of business, economics, corporate governance and corporate law. |
| corporate law in the uk: The Anatomy of Corporate Law Reinier H. Kraakman, 2004 This overview starts from the premise that corporate law across jurisdictions addresses the same three basic agency problems - the opportunism of: managers vis-a-vis shareholders; controlling shareholders vis-a-vis minority shareholders; and shareholdersvis-a-vis other corporate constituencies. |
| corporate law in the uk: The Economic Structure of Corporate Law Frank H. Easterbrook, Daniel R. Fischel, 1996-02-01 The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective. |
| corporate law in the uk: Comparative Company Law Carsten Gerner-Beuerle, Michael Anderson Schillig, 2019-05-06 Comparative Company Law provides a systematic and coherent exposition of company law across jurisdictions, augmented by extracts taken from key judgments, legislation, and scholarly works. It provides an overview of the legal framework of company law in the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice. The comparative analysis of legal frameworks is firmly grounded in legal history and legal and economic theory and bolstered by numerous extracts (including extracts in translation) that offer the reader an invaluable insight into how the law operates in context. The book is an essential guide to how company law cuts across borders, and how different jurisdictions shape the corporate lifespan from its formation by way of incorporation to its demise (corporate insolvency) and eventual dissolution. In addition, it offers an introduction to the nature of the corporation, the framework of EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, legal capital, piercing the corporate veil, and corporate insolvency and restructuring law. |
| corporate law in the uk: Capitalism Before Corporations ANDREAS. TELEVANTOS, 2021-01-27 The book examines the extent to which English law facilitated trade before it was possible to create corporations for purely private business purposes. It looks at the extent to which the common law recognised the associational rights of business persons, and its relation with contemporary moral and economic thinking. |
| corporate law in the uk: Corporate Governance in the Common-Law World Christopher M. Bruner, 2013-03-29 The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape. |
| corporate law in the uk: Corporate Governance Marc Moore, Martin Petrin, 2017-09-15 This textbook on corporate governance is written for advanced undergraduate and graduate law students, as well as scholars working in the field. It offers clear insight into this fascinating area of financial law, from the analysis of the legal and regulatory framework of corporate governance in the UK to the core laws and regulatory principles that determine the allocation of decision-making power in UK public companies. This book also highlights how prevailing corporate governance norms operate within their broader market and societal context. In doing so, it seeks to encourage readers to develop their own critical opinions on the topic by reference to leading strands of theoretical and inter-disciplinary literature, along with relevant comparative and historical insights. |
| corporate law in the uk: Technology and Corporate Law Godwin, Andrew, Lee, Pey W., Langford, Rosemary Teele, 2021-08-27 In light of the overwhelming impact of technology on modern life, this thought-provoking book critically analyses the interaction of innovation, technology and corporate law. It highlights the impact of artificial intelligence and distributed ledgers on corporate governance and form, examining the extent to which technology may enhance or displace conventional theories and practices concerning corporate governance and regulation. Expert contributors from multiple jurisdictions identify themes and challenges that transcend national boundaries and confront the international community as a whole. |
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The current UK position on piercing corporate veil is as per the 2013 UK Supreme Court decision in Prest versus Petrodel. In Prest, it was argued that a number of properties were held by the …
Private Enforcement of Corporate Law: An Empirical …
We study private enforcement of corporate law in two common law jurisdictions with highly developed stock markets, the United Kingdom and the United States, examining how often …
2022 State of Corporate Law Departments - Thomson Reuters
This report provides insight to help corporate law departments: 1. Benchmark . legal spend and team size against the latest peer data . 2. Optimize. systems and processes to drive greater …
Legal Aspects of Corporate Finance Unit 1 Incorporation and …
UK and foundation principles, limited liability, the rules of incorporation and disclosure of information, and the establishment of a Registrar of Joint Companies laid down.
Companies Act 2006 - Legislation.gov.uk
38 Application to single member companies of enactments and rules of law PART 4 A COMPANY’S CAPACITY AND RELATED MATTERS Capacity of company and power of …
Corporate Insolvency and Governance Act 2020
Corporate Insolvency and Governance Act 2020 2020 CHAPTER 12 An Act to make provision about companies and other entities in financial difficulty; and to make temporary changes to …
Fraud Act 2006 - Legislation.gov.uk
corporate, or (b) a person who was purporting to act in any such capacity, he (as well as the body corporate) is guilty of the offence and liable to be proceeded against and punished …
Children and Social Work Act 2017 - Legislation.gov.uk
Corporate parenting principles for English local authorities 1 Corporate parenting principles (1) A local authority in England must, in carrying out functions in relation to the children and young …
Animal Welfare Act 2006 - Legislation.gov.uk
(a) law enforcement, (b) activities of Her Majesty’s armed forces, (c) emergency rescue, (d) lawful pest control, or (e) the lawful shooting of animals. (6) The second condition referred to in …
The Alternative Dispute Resolution for Consumer Disputes …
3 (a) on its website by means of a link to the relevant European Commission website; and (b) wherever possible, at the ADR entity’s premises on a durable medium.”.
The Alternative Dispute Resolution for Consumer Disputes …
5 (4) The annual activity report and information to be provided under paragraph (3) must be in such form as the competent authority may require.
Intellectual Property Act 2014 - Legislation.gov.uk
body corporate on its dissolution), unless (a) the design was used, or the pr eparations for its use were made, in the course of a business, and (b) the right is assigned or transmi tted with the …
EXPLANATORY NOTES—D EXPLANATORY NOTES …
in digital markets make a very significant contribution to the UK economy.2 However, it is the Government’s view that the unprecedented market power, in relation to certain digital …
Insurance Act 2015 - Legislation.gov.uk
(2) Nothing in this Part affe cts the operation of any rule of law according to which knowledge of a fraud perpet rated by an individual ( F ) either on the insured or on the insurer is not to be …
