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Book
xviii, 214 pages ; 25 cm.
  • Shareholder wealth maximisation revisited
  • Shareholder power and shareholder empowerment
  • Shareholder rights and corporate objectives in China : past and present
  • Towards stakeholder model
  • A more suitable corporate objective in China.
Law Library (Crown)
Book
viii, 517 pages ; 25 cm
  • Corporations and American democracy : an introduction / by Naomi R. Lamoreaux and William J. Novak
  • Early American corporations and the state / by Eric Hilt
  • Corporations and organizations in the United States after 1840 / by Jessica L. Hennessey and John Joseph Wallis
  • The dissociation of incorporation and regulation in the progressive era and the New Deal / by Daniel A. Crane
  • The public utility idea and the origins of modern business regulation / by William J. Novak
  • Corporate taxation and the regulation of modern American business / by Steven A. Bank and Ajay K. Mehrotra
  • From fiscal triangle to passing through : rise of the nonprofit corporation / by Jonathan Levy
  • The Supreme Court's view of corporate rights : two centuries of evolution and controversy / by Margaret Blair and Elizabeth Pollman
  • Corporations and the Fourteenth Amendment / by Ruth Bloch and Naomi Lamoreaux
  • Two cheers for vertical integration : corporate governance in a world of global supply chains / by Nelson Lichtenstein
  • Citizens United, personhood, and the corporation in politics / by Adam Winkler.
Recent Supreme Court decisions in Citizens United and other high-profile cases have sparked disagreement about the role of corporations in American democracy. Bringing together scholars of history, law, and political science, Corporations and American Democracy provides essential grounding for today's policy debates.
(source: Nielsen Book Data)9780674972285 20171023
Law Library (Crown)
Book
xxv, 526 pages ; 24 cm
  • Part I. Theoretical Framework: 1. The financial crisis: why have no high-level executives been prosecuted? Jed S. Rakoff-- 2. Private enforcement in the United States and in Europe: a comparatist's ruminations and potential lessons for Asia Mathias Reimann-- 3. Disclosure regulation and the rise of capital markets: nineteenth-century Britain and Germany compared Carsten Gerner-Beuerle-- 4. Mandatory arbitration in consumer finance and investor contracts Michael S. Barr-- 5. The bonding effect in cross-listed Chinese companies: is it real? Donald Clarke-- Part II. China (Mainland): 6. Improving the civil liability system for false and misleading disclosure in the Chinese securities markets Liming Wang-- 7. A question of class action in China Xianchu Zhang-- 8. Private enforcement of securities law in China: past, present and future Robin Hui Huang-- 9. Improving investor-friendly legal environment in Chinese capital markets Junhai Liu-- 10. Enforcing fiduciary duties as tort liability in Chinese courts Jiangyu Wang-- 11. China's free trade zone and latest development of the resolution mechanism for financial disputes: a perspective from the innovation of Qianhai international arbitration Xiaochun Liu-- Part III. Common Law Jurisdictions: 12. Curbing managerial agency costs: private litigation and its substitutes in the US James D. Cox and Randall S. Thomas-- 13. Private enforcement of corporate law: an empirical comparison of the UK and US John Armour, Bernard Black, Brian Cheffins and Richard Nolan-- 14. Securities law enforcement and the rule of law Jeffrey G. MacIntosh-- 15. Securities regulation in Australia - the role of the class action Michael Legg-- 16. Enforcement of corporate and securities laws in India: the arrival of the class action? Vikramaditya Khanna-- 17. Enforcement of Hong Kong's securities law - the underpinning philosophy Alexa Lam-- Part IV. Civil Law Jurisdictions: 18. Enforcement of company and securities laws in Germany: an exercise in diversity Rainer Kulms-- 19. Liability for misstatements to the market: the post-Parmalat years Guido Ferrarini and Paolo Giudici-- 20. Growing securities litigation against issuers in Japan: its background and reality Gen Goto-- 21. Private enforcement of company law and securities regulation in Korea Hwa-Jin Kim-- 22. The IPC model for securities law enforcement in Taiwan Wen-yeu Wang-- 23. Building enforcement capacity for Brazilian corporate and securities law John Armour and Caroline Schmidt.
  • (source: Nielsen Book Data)9781107164994 20171030
This book is the first of its kind in focusing on the enforcement of corporate and securities laws, both public and private, a relatively understudied but critically important issue for the development and health of global capital markets. The book has a special focus on the young system coming into being in the People's Republic of China (PRC), but also examines the enforcement of corporate and securities laws across the globe and across different legal and political systems from an in-depth comparative perspective. This single volume assembles a veritable 'dream team' of contributors who are amongst the very best scholars and legal specialists in the many national jurisdictions covered in the book. Hence, it is of significant value to corporate and securities regulators, judicial officials, prosecutors, litigation specialists, corporate counsel, legal and economic policymakers, scholars, think tanks, students, and investors alike.
(source: Nielsen Book Data)9781107164994 20171030
Law Library (Crown)
Book
xxv, 192 pages ; 24 cm.
  • Einleitung
  • Der Normzweck des Gebots zur Führung des Rechtsformzusatzes
  • Folgen von Verstößen gegen das Gebot zur Führung des Rechtsformzusatzes nach materiellen deutschen Recht
  • Kollisionsrechtliche Anwendbarkeit der Haftsungsrgrundsätze
  • Vereinbarkeit mit der Niederlassungsfreiheit bei der Anwendung der Vertreterhaftung auf europäische Auslandsgesellschaften
  • Gesamtfazit
  • Zusammenfassung in Thesen.
Law Library (Crown)
Book
xxvi, 565 pages ; 23 cm
  • Overview : initiating an internal investigation and assembling the investigative team
  • Implications of the attorney-client privilege and work-product doctrine
  • The witness interview process
  • Gathering and organizing relevant documents : an essential task in any investigation
  • The hydra effect : parallel proceedings accompanying internal investigations
  • Perjury and obstruction of justice
  • Disclosure of results of internal investigations to the government or other third parties
  • The special litigation committee investigation: no undertaking for the faint of heart
  • Report of the investigation
  • Internal investigations for government contractors
  • No security : internal investigations into violations of the securities laws
  • Internal investigations in health care : unique enforcement environment and the dilemma of disclosure
  • An overview of internal investigations from the in-house perspective
  • Internal investigations in antitrust matters
  • SOX it to me : internal investigations in a sarbanes-oxley world.
Law Library (Crown)
Book
x, 285 pages ; 26 cm.
  • The methods of comparative corporate law / Mathias M. Siems
  • The de-privatisation of Anglo-American corporate law? / Marc M. Moore
  • What is corporate law? : an Australian perspective / Steve Bottomley
  • How corporate law matters : the debate as to the inter-relationship between legal origin and economic performance / Rob McQueen
  • Independence and diversity in board composition / Sally Wheeler
  • The fiduciary duties of institutional investors / Folarin Akinbami
  • Corporate law and the phoenix company / Helen Anderson
  • Trust is good but control is better? : a critical introduction to remuneration governance in Germany and the United Kingdom / Philipp Kanzow
  • State capitalism and corporate law : the governance of state-owned enterprises in China / Jenny Fu
  • The limits of institutional shareholder activism in China and the United Kingdom : some comparisons / Bo Gong
  • Corporate governance in China : the law and its political logic / Jiangyu Wang
  • Contemporary company law reform in India / Harpreet Kaur
  • Company law and corporate governance in Malaysia : harmonmisation of Shariah and the common law / Aiman Nariman Mohd-Sulaiman and Shanty Rachagan
  • Chinese family companies in Hong Kong : governance, predicaments, and regulatory challenges / Angus Young and Alex Lau
  • Piercing the corporate veil in Latin America / Jose Maria Lezcano Navarro.
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.
(source: Nielsen Book Data)9781138786899 20170227
Law Library (Crown)
Book
xiii, 380 pages ; 24 cm
  • General introduction
  • Nature of companies
  • Constitution of companies
  • Establishment of limited liability companies
  • Establishment of joint stock companies
  • Shareholders' meetings
  • Directors and boards of directors
  • Board of supervisors
  • Other organs
  • Corporate finance
  • Merger and acquisition
  • Bankruptcy proceedings
  • Future Chinese company law.
First published in 2006, Understanding Chinese Company Law covers the major topics in the area of company law in this fast-changing country. This third edition has incorporated the discussions on new laws and regulations that have sprung up over the past few years, including the China Company Law Amendment 2013 and the new Hong Kong Companies Ordinance (Cap. 622). In this new edition, besides offering an in-depth study of the 2013 Company Law, Gu Minkang addresses many new issues such as the zero capital system, shareholders' right to know and right to profits, and a legal person's human rights. The comparison between the Chinese and Hong Kong company laws is also updated accordingly. This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.
(source: Nielsen Book Data)9789888390526 20170814
Law Library (Crown)
Book
viii, 247 pages : illustrations ; 26 cm
Law Library (Crown)
Journal/Periodical
volumes : illustrations ; 23 cm.
Law Library (Crown)
Book
xx, 779 pages : illustration ; 27 cm.
  • Forms of business association : definitions and distinctions
  • The evolution of corporations in England and America
  • The incorporation process
  • The scope of the authorized business and duties to other constituencies
  • The promotion of the corporation
  • Defective formation of corporations and revival of existence
  • The separate corporate entity : privilege and its limitations
  • Powers of officers and agents : tort and criminal liability of corporations
  • Functions and powers of directors
  • Directors' and officers' duties of care and loyalty
  • Fiduciary duties for executive compensation, corporate opportunities, and controlling stockholders
  • Obligations arising out of transactions in shares
  • Rights and powers of shareholders : inspection rights, voting, and proxies
  • Closely held entities
  • The derivative suit
  • Issuance of shares
  • Liability for watered, bonus, and underpaid shares
  • Capital structure, preferences, and classes of securities
  • Accounting statements and dividend law
  • Dividend distributions : rights, restrictions, and liabilities
  • Repurchases, redemptions and the reduction of capital
  • Corporate combinations
  • Equitable limits on acquisitions and defensive maneuvers
  • Federal and state takeover laws
  • Amendments to the corporate charter
  • Voluntary dissolution, administrative dissolution, and winding up
  • Investor protection : state and federal securities regulation.
Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2016 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments that impact the fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including rules implementing important provisions of the Dodd-Frank Act of 2010 and the Jobs Act of 2012 that have changed, the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.
(source: Nielsen Book Data)9781634592277 20170515
Law Library (Crown)
Book
xx, 335 pages : illustrations ; 25 cm
  • Introduction: Regulatory framework of foreign investment
  • Foreign invested enterprises
  • Foreign invested holding company
  • Foreign invested company limited by shares
  • Foreign invested partnership enterprise
  • Inbound acquisition of domestic enterprises
  • Acquisition of state-owned enterprises
  • Equity transfer and pledge in existing FIEs
  • Domestic re-investment by existing FIEs
  • Merger between or with FIEs
  • Merger control and national security review
  • Tender offer and negotiated transfer
  • Change of interests and disclosure
  • Transfer by state-owned shareholders
  • Strategic investment by foreign investor
  • Investment via qualified foreign institutional investor
  • Substantial asset restructuring
  • Asset purchase through private placement
  • Initial public offering
  • Follow-on shares offering
  • Corporate bonds
  • Corporate governance.
Law Library (Crown)
Book
xxvi, 721 pages ; 26 cm.
  • Acting through others : the law of agency
  • Joint ownership of a business : the law of partnerships and limited liability companies
  • The corporate form
  • The protection of creditors
  • Debt, equity, and economic value
  • Normal governance : the voting system
  • Normal governance : the duty of care
  • The duty of loyalty : conflict transactions
  • Executive compensation
  • Shareholder lawsuits
  • Transactions in control
  • Fundamental transactions : mergers and acquisitions
  • Public contests for corporate control
  • Trading in the corporation's securities.
Law Library (Crown)
LAW-1013-01, LAW-1013-01
Book
cii, 947 pages ; 24 cm
  • THE FUNDAMENTALS OF COMPANY LAW
  • The company in context
  • corporate personality
  • The consequences of incorporation
  • Formation of companies
  • Constitutions and other governance instruments
  • Shares
  • Distributions
  • OPERATING THE COMPANY'S BUSINESS
  • The division of powers between directors and shareholders
  • Directors - definitions and status
  • Company meetings
  • Company contracting
  • DIRECTORS' DUTIES
  • Directors' duties - sources and beneficiaries
  • Duty to act in the best interests of the company
  • Liability for profiting
  • Conflicts of interest
  • The duties of care, diligence and skill, and of compliance with the Companies Act and constitution
  • Insolvency and directors' duties
  • Duties owed to shareholders and the duty to act for a proper purpose
  • Ratification of directors' breaches of duty
  • SHAREHOLDERS RIGHTS AND REMEDIES
  • Shareholder remedies: personal rights, corporate rights and the derivative action
  • Shareholder remedies: winding up, buy-outs and relief from oppressive, discriminatory or unfairly prejudicial conduct
  • ACCOUNTS, AUDITS AND RECORDS
  • Accounts, audits and records
  • MERGERS, TAKEOVERS AND AMALGAMATIONS
  • Corporate takeovers
  • Amalgamations
  • FORMAL INSOLVENCY
  • Insolvency proceedings.
"Company Law in New Zealand provides a comprehensive discussion and analysis of the principles of company law in NZ. The work covers all aspects of the law relating to companies from the fundamentals of company law and operation [of] the company's business through to formal insolvency"-- Publisher information.
Law Library (Crown)
Book
2 volumes : illustrations ; 26 cm.
  • Contents: Introduction Claire A. Hill and Brett McDonnell PART I ECONOMICS OF THE FIRM 1. Ronald Coase (1937), 'The Nature of the Firm', Economica, 4, 386-405 2. Michael C. Jensen and William H. Meckling (1976), 'Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure', Journal of Financial Economics, 3 (4), October, 305-60 3. Oliver Williamson (1984), 'Corporate Governance', Yale Law Journal, 93 (7), June, 1197-230 PART II THE BOARD AND PURPOSE 4. A.A. Berle, Jr. (1931), 'Corporate Powers as Powers in Trust', Harvard Law Review, XLIV (7), May, 1049-74 5. E. Merrick Dodd, Jr. (1932), 'For Whom are Corporate Managers Trustees?', Harvard Law Review, XLV (7), May, 1145-63 6. Stephen M. Bainbridge (2003), 'Director Primacy: The Means and Ends of Corporate Governance', Northwestern University Law Review, 97 (2), 547-606 7. Margaret M. Blair and Lynn A. Stout (1999), 'A Team Production Theory of Corporate Law', Virginia Law Review, 85 (2), March, 247-328 8. Sanjai Bhagat and Bernard Black (1999), 'The Uncertain Relationship Between Board Composition and Firm Performance', Business Lawyer, 54 (3), May, 921-63 9. Donald C. Langevoort (2001), 'The Human Nature of Corporate Boards: Law, Norms, and the Unintended Consequences of Independence and Accountability', Georgetown Law Journal, 89, 797-832 PART III STATE COMPETITION 10. William L. Cary (1974), 'Federalism and Corporate Law: Reflections Upon Delaware', Yale Law Journal, 83 (4), March, 663-705 11. Ralph K. Winter, Jr. (1977), 'State Law, Shareholder Protection, and the Theory of the Corporation', Journal of Legal Studies, 6 (2), June, 251-92 12. Roberta Romano (1985), 'Law as a Product: Some Pieces of the Incorporation Puzzle', Journal of Law, Economics, and Organization, 1 (2), Fall, 225-83 13. Bernard S. Black (1990), 'Is Corporate Law Trivial?: A Political and Economic Analysis', Northwestern University Law Review, 84 (2), 542-97 14. Robert Daines (2001), 'Does Delaware Law Improve Firm Value?', Journal of Financial Economics, 62 (3), December, 525-58 15. Ehud Kamar (1998), 'A Regulatory Competition Theory of Indeterminacy in Corporate Law', Columbia Law Review, 98 (8), December, 1908-59 16. Mark J. Roe (2003), 'Delaware's Competition', Harvard Law Review, 117 (2), December, 588-646 Volume II An introduction to both volumes by the editors appears in Volume I PART 1 TAKEOVERS AND TAKEOVER DEFENCES 1. Henry G. Manne (1965), 'Mergers and the Market for Corporate Control', Journal of Political Economy, 73 (2), April, 110-20 2. Frank H. Easterbrook and Daniel R. Fischel (1981), 'The Proper Role of a Target's Management in Responding to a Tender Offer', Harvard Law Review, 94 (6), April, 1161-204 3. Ronald J. Gilson and Reinier Kraakman (1989), 'Delaware's Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?', Business Lawyer, 44 (2), February, 247-74 4. Jeffrey N. Gordon (1997), '"Just Say Never?" Poison Pills, Deadhand Pills, and Shareholder-Adopted Bylaws: An Essay for Warren Buffett', Cardozo Law Review, 19 (1-2), September-November, 511-52 5. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), 'The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy', Stanford Law Review, 54 (5), May, 887-951 PART II SHAREHOLDER SUITS AND OTHER AGENCY MECHANISMS 6. Janet Cooper Alexander (1991), 'Do the Merits Matter? A Study of Settlements in Securities Class Actions', Stanford Law Review, 43 (3), February, 497-598 7. Melvin Aron Eisenberg (1993), 'The Divergence of Standards of Conduct and Standards of Review in Corporate Law', Fordham Law Review, 62 (3), 437-68 8. Edward B. Rock (1997), 'Saints and Sinners: How Does Delaware Corporate Law Work?', UCLA Law Review, 44, 1009-107 9. Bernard Black, Brian Cheffins and Michael Klausner (2006), 'Outside Director Liability', Stanford Law Review, 58 (4), February, 1055-159 10. Lucian Arye Bebchuk, Jesse M. Fried and David I. Walker (2002), 'Managerial Power and Rent Extraction in the Design of Executive Compensation', University of Chicago Law Review, 69, 751-846 11. John C. Coffee, Jr. (2002), 'Understanding Enron: "It's About the Gatekeepers, Stupid"', Business Lawyer, 57 (4), August, 1403-420 12. Tom Baker and Sean J. Griffith (2006), 'The Missing Monitor in Corporate Governance: The Directors' and Officers' Liability Insurer', Georgetown Law Journal, 95, 1795-842 PART III OTHER PERSPECTIVES 13. Mark J. Roe (1991), 'A Political Theory of American Corporate Finance', Columbia Law Review, 91, 10-67 14. Henry Hansmann and Reinier Kraakman (2001), 'The End of History for Corporate Law', Georgetown Law Journal, 89 (2), June, 439-68 15. Henry Hansmann and Reinier Kraakman (2000), 'The Essential Role of Organizational Law', Yale Law Journal, 110 (3), December, 387-440 Index.
  • (source: Nielsen Book Data)9781785361487 20170313
Scholarly analysis of corporate law in the United States has come to be dominated by an economic approach. Professor Hill and Professor McDonnell here draw together seminal articles that represent the major milestones in corporate law academia on the road of economics. This focus on corporate law draws mainly upon legal, US scholarship, which originally applied modern economic analysis to corporate law and has been influential in other countries. Beginning with several works on the economics of the firm most important to legal scholarship, this book explores the central role of the board of directors and state competition for corporate charters. Further, it considers the role of hostile takeovers and board defenses against this competition, as well as the effectiveness of shareholder suits and other agency mechanisms.
(source: Nielsen Book Data)9781785361487 20170313
Law Library (Crown)
Book
xi, 377 pages : illustrations ; 24 cm.
  • A brief guide to Japanese company law / Hideki Kanda
  • A guide to German company law for international lawyers : distinctive features, particularities, idiosyncrasies / Holger Fleischer
  • Directors' liability and enforcement mechanisms in Japan / Kenichi Osugi
  • Corporate opportunity doctrine as a basis for directors' liability : a new statutory experiment in Korea / Kyung-Hoon Chun
  • Ordinary corporate conduct standard vs. business judgment rules : a review of case rulings by Beijing courts between 2005 and 2014 / Jianbo Lou
  • Director's liablility and enforcement mechanisms from the German perspective : general structure and key issues / Hans Christoph Grigoleit
  • Legal capital in Japan and the influence of German law / Gen Goto
  • Capital maintenance / Andreas Cahn
  • From legal capital to subscribed capital : capital rule in China and its economic background / Ruoying Chen
  • The role of shareholders in public companies / Gerald Spindler
  • Declining relevance of lawsuits on the validity of shareholder resolution in Korea : a comparative essay / Kon-Sik Kim, Moon-Hee Choi
  • The role of shareholders in public companies / Hiroyuki Kansaku
  • Regulation of corporate groups in China / Junhai Liu
  • Corporate groups in Korea : reconciliation of individualism with collectivism / Hyeok-Joon Rho
  • Recht und Wirklichkeit der verbundenen Unternehmen in Japan / Eiji Takahashi
  • Do we need a law of corporate groups? / Katja Langenbucher.
Law Library (Crown)
Book
xliv, 846 pages ; 24 cm.
  • Einleitung
  • Gestaltungsanlässe und ein Modell freier Gestaltung am Beispiel von Venture Capital-Vereinbarungen in den USA
  • Gestaltungskontrolle im deutschen Kapitalgesellschaftsrecht : Instrumente
  • Gestaltungskontrolle im deutschen Kapitalgesellschaftsrecht : Wertungen
  • Gestaltungsmöglichkeiten im deutschen Kapitalgesellschaftsrecht am Beispeil von Venture Capital-Vereinbarungen.
Law Library (Crown)
Book
xi, 371 pages : illustrations ; 24 cm.
  • Die zweite Schöpfung
  • Der Octopus
  • Der Bastard
  • Das Imperium
  • Das Komplott
  • Der Moloch
  • Das Ornament.
Law Library (Crown)
Book
vii, 187 pages ; 25 cm.
  • Contents: 1. Evolutionary Method in Law and Economics 2. Causes and Consequences of the Widening of the Market: A Case of Cumulative Economic Evolution 3. The Corporate Form and the State 4. Interstate Commerce and State Regulation of Business 5. Interstate Commerce and Federal Regulation of Business 6. John R. Commons and Co-Evolution of Law and Economics Index.
  • (source: Nielsen Book Data)9781785361296 20160906
Law and economics are interdependent. Using a historical case analysis approach, this book demonstrates how the legal process relates to and is affected by economic circumstances. Glen Atkinson and Stephen P. Paschall examine this co-evolution in the context of the economic development that occurred in the nineteenth and early twentieth centuries as well as the impact of the law on that development. Specifically, the authors explore the development of a national market, the transformation of the corporation, and the conflict between state and federal control over businesses. Their focus on dynamic, integrated systems presents an alternative to mainstream law and economics.The authors apply John R. Commons's approach to three main law and economics issues: the changing relationship between corporations and the State, the application of the Commerce Clause and the Fourteenth Amendment of the U.S. Constitution to state and federal regulation of business, and the relationship of antitrust law to industrialization. They provide a valuable linking of law with changing economic circumstances, such as antitrust policy changes and the development of the corporate form. This analytical approach to the practice of law and economics will be of interest to researchers, students, and faculty in law and economics, economic history, constitutional law, economic regulation, public policy, and the sociology of law. Business students and researchers will also find value in this book's presentation of court decisions and exploration of economic development.
(source: Nielsen Book Data)9781785361296 20160906
Law Library (Crown)
Book
xx, 549 pages ; 19 cm.
  • Modern forms of business and the importance of agency law
  • The corporation in theory and in history
  • Formation of corporations
  • Pre-incorporation transactions and problems of defective incorporation
  • The distribution of powers in a corporation
  • Shareholders
  • Directors
  • Officers
  • Fiduciary duties
  • Special issues in the close corporation
  • Special issues in the public corporation
  • Financing the corporation
  • Dividends and other distributions
  • Potential liability in securities transactions
  • Derivative litigation
  • Fundamental corporate changes
  • Glossary.
Completely revised and updated, conversational in tone, the book features hypotheticals to illustrate key concepts. Comprehensive yet concise, it addresses the theory of the firm as well as the nuts-and-bolts of corporate law, including separate consideration of specialized issues raised by closely-held and public corporations. With updated discussion of Sarbanes-Oxley, Rule 10b-5, and Section 16(b), it gives broad background. Financial concepts are explained with helpful examples, so that even sociology majors need not fear them.
(source: Nielsen Book Data)9781634597012 20161010
Law Library (Crown)
Book
xvii, 315 pages ; 24 cm
  • Introduction
  • History of limited liability
  • Why does the law limit corporate shareholders' liability?
  • Veil piercing standards
  • What law applies?
  • Veil piercing in statutory contexts
  • Related doctrines
  • Veil piercing in unincorporated entities
  • Limited liability in comparative perspective
  • Rethinking veil piercing
  • Conclusion.
The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost. This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines not only in an American context, but also internationally, as the authors consider issues of limited liability in Britain, Europe, and Asia. Stephen M. Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.
(source: Nielsen Book Data)9781783473021 20170130
Law Library (Crown)