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Book
xviii, 214 pages ; 25 cm.
  • Foreword
  • Introduction
  • 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
  • Conclusion.
Corporate objective, namely, for whose interests should a company be run, is the most important theoretical and practical issues confronting us today, as the core objective animate or should animate every decision a company makes. Despite decades of debate, there is no consensus regarding what the corporate objective is or ought to be. However, clarity on this issue is necessary in order to explain and guide corporate behaviour, as different objectives could lead to different analyses and solutions to the same corporate governance problem. In addition to the study on the corporate objective in the Anglo-American jurisdictions, the discussion of this topic in the context of China is also very important on the ground that China has become the second largest economy in the world and is playing an increasingly significant role in global affairs. Though a socialist state, China also heavily relies on the corporate vehicle as the most important business organisation to ensure its rapid economic development since its market reforms in 1978. Adolf Berle and Gardiner Means's observation eight decades ago that large public companies dominate the world remains true today, not only in the West but also in China. The regulation and governance of such companies will have a material impact on the further development of the Chinese economy, which could in turn directly affect the world economy. Company law and corporate governance therefore receive much attention and have become a vital issue in China. Although the current focus is primarily on corporate performance, the fundamental question at the heart of corporate governance, namely the corporate objective, is still unresolved. Contrary to the widely held belief that the corporate objective should be maximising shareholder wealth, this book seeks to demonstrate that the shareholder wealth maximisation approach is both descriptively and normatively unsuitable. As an antithesis to it, stakeholder theory generally develops to be a more suitable substituent. Justifications and responses to its main criticisms are offered from descriptive, normative and instrumental aspects, whilst new techniques of balancing competing interests and more workable guidance for directors' behaviour are brought forward as essential modifications. Along with the unique characteristics of socialist states, the stakeholder model is expected to find solid ground in China and guide the future development of corporate governance. This book will be important and useful to researches and students of corporate law, corporate governance, business and management studies.
(source: Nielsen Book Data)9781138288867 20171204
Law Library (Crown)
Book
viii, 259 pages ; 24 cm
  • Machine generated contents note: 1. Introduction Stephen M. Bainbridge; 2. Product differentiation in the market for corporate law: how to design a regulatory alternative to Delaware corporate law Sean Griffith; 3. Corporate charter competition Lynn LoPucki; 4. Delaware's dominance: a peculiar illustration of American federalism Robert Thompson; 5. The failure of federal incorporation law: a public choice perspective Sung Hui Kim; 6. Delaware and Santa Fe industries v. Green James Park; 7. Interest group analysis of Delaware law: the corporate opportunity doctrine as case study Stephen M. Bainbridge; 8. The trouble with Trulia: re-evaluating the case for fee-shifting William B. Chandler and Anthony Rickey; 9. Dominance by inaction: Delaware's long silence on corporate officers Lyman Johnson; 10. Delaware primacy for limited partnerships Christine Hurt; 11. Why Delaware has endured, should endure, and yet may not endure Charles Elson; 12. Delaware's continued resilience: the next hundred years A. Gilchrist Sparks.
"Delaware is the state of incorporation for almost two-thirds of the Fortune 500 companies, as well as more than half of all companies listed on the New York Stock Exchange, NASDAQ, and other major stock exchanges. This gives Delaware a seemingly unchallengeable position as the dominant producer of US corporate law. In recent years, however, some observers have suggested that Delaware's competitive position is eroding. Other states have long tried to chip away at Delaware's position, and recent Delaware legal developments may have strengthened the case for incorporating outside Delaware. More important, however, the federal government increasingly is preempting corporate governance law. The contributors to this volume are leading academics and practitioners with decades of experience in Delaware corporate law. They bring together a variety of perspectives that collectively provide the reader with a broad understanding of how Delaware achieved its dominant position and the threats it faces"-- Provided by publisher.
Law Library (Crown)
Book
xvi, 528 pages ; 24 cm
  • Machine generated contents note: Part I. Theoretical and Empirical Understanding of Takeover Regulation: 1. Comparative takeover regulation: the background to connecting Asia and the West Umakanth Varottil and Wai Yee Wan; 2. Deal structure and minority shareholders Afra Afsharipour; 3. The transactional scope of takeover law in comparative perspective Paul Davies; 4. A comparative analysis of the regulation of squeeze outs and going private transactions Vikramaditya Khanna; 5. Assessing the performance of takeover panels: a comparative study Emma Armson; 6. The biases of an 'unbiased' optional takeovers regime: the mandatory bid threshold as a reverse drawbridge Johannes W. Fedderke and Marco Ventoruzzo; Part II. Asian Jurisdictions: 7. Takeover regulation in China: striking a balance between takeover contestability and shareholder protection Robin Hui Huang and Juan Chen; 8. The enigma of hostile takeovers in Japan: bidder beware Dan W. Puchniak and Masafumi Nakahigashi; 9. M&As in Korea: continuing concern for minority shareholders Hyeok-Joon Rho; 10. Takeover laws and practices in Taiwan: recent developments and future prospects Claire Te-fang Chu; 11. The nature of the market for corporate control in India Umakanth Varottil; 12. Evolutionary development in Hong Kong of transplanted UK-origin takeover rules David C. Donald; 13. Legal transplantation of UK-style takeover regulation in Singapore Wai Yee Wan; 14. The regulation of takeovers and mergers in Malaysia Mushera Ambaras Khan; 15. Concluding observations and the future of comparative takeover regulation Umakanth Varottil and Wai Yee Wan.
"While Western economies generally display dispersed shareholding in listed companies, Asian economies commonly have concentrated shareholding also in publicly listed companies. The principal analysis in Comparative Takeover Regulation relates to the role of takeover regulation in different economies. In the Asian context, the nature of takeover regulation may necessitate a different approach, with greater emphasis on the mandatory bids and disclosure of substantial shareholding. The likelihood of hostile takeovers will be minimal. It is these differences among various jurisdictions that strike at the heart of Varottil and Wan's new work. Ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners, Comparative Takeover Regulation provides students and scholars with brand new analysis of this increasingly important field of study"-- Provided by publisher.
Law Library (Crown)
Book
xvii, 281 pages ; 24 cm
  • What is corporate law? / John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
  • Agency problems and legal strategies / John Armour, Henry Hansmann, and Reinier Kraakman
  • The basic governance structure : the interests of shareholders as a class / John Armour, Luca Enriques, Henry Hansmann, Reinier Kraakman
  • The basic governance structure : minority shareholders and non-shareholder constituencies / Luca Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
  • Transactions with creditors / John Armour, Gerard Hertig, and Hideki Kanda
  • Related-party transactions / Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler
  • Fundamental changes / Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg Ringe
  • Control transactions / Paul Davies, Klaus Hopt, and Wolf-Georg Ringe
  • Corporate law and securities markets / Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock
  • Beyond the anatomy / John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe.
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.
(source: Nielsen Book Data)9780198739630 20170508
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
  • The financial crisis : why have no high-level executives been prosecuted? / Jed S. Rakoff
  • Private enforcement in the United States and in Europe : a comparatist's ruminations and potential lessons for Asia / Mathias Reimann
  • Disclosure regulation and the rise of capital markets : nineteenth-century Britain and Germany compared / Carsten Gerner-Beuerle
  • Mandatory arbitration in consumer finance and investor contracts / Michael S. Barr
  • The bonding effect in cross-listed Chinese companies : is it real? / Donald Clarke
  • Improving the civil liability system for false and misleading disclosure in the Chinese securities markets / Liming Wang
  • A question of class action in China / Xianchu Zhang
  • Private enforcement of securities law in China : past, present and future / Robin Hui Huang
  • Improving investor-friendly legal environment in Chinese capital markets / Junhai Liu
  • Enforcing fiduciary duties as tort liability in Chinese courts / Jiangyu Wang
  • 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
  • Curbing managerial agency costs : private litigation and its substitutes in the US / James D. Cox and Randall S. Thomas
  • Private enforcement of corporate law : an empirical comparison of the UK and US / John Armour, Bernard S. Black, Brian R. Cheffins and Richard Nolan
  • Securities law enforcement and the rule of law / Jeffrey G. MacIntosh
  • Securities regulation in Australia : the role of the class action / Michael Legg
  • Enforcement of corporate and securities laws in India : the arrival of the class action? / Vikramaditya Khanna
  • Enforcement of Hong Kong's securities law : the underpinning philosophy / Alexa Lam
  • Enforcement of company and securities laws in Germany : an exercise in diversity / Rainer Kulms
  • Liability for misstatements to the market : the post-Parmalat years / Guido Ferrarini and Paolo Giudici
  • Growing securities litigation against issuers in Japan : its background and reality / Gen Goto
  • Private enforcement of company law and securities regulation in Korea / Hwa-Jin Kim
  • The IPC model for securities law enforcement in Taiwan / Wen-yeu Wang
  • Building enforcement capacity for Brazilian corporate and securities law / John Armour and Caroline Schmidt.
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 20171218
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
xv, 619 pages ; 24 cm.
Law Library (Crown)
Book
xxvi, 565 pages ; 23 cm
  • Preface
  • 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.
"In the wake of highly publicized corporate shake-ups, internal investigations have gained national prominence and established themselves as an important tool of management. This trend offers stimulating and challenging opportunities to lawyers, both inside and outside counsel, retained to conduct internal investigations. However, this delicate and complex task carries potential traps and pitfalls for those involved. [This book] guides you through the steps necessary to conduct a proper and thorough legal investigation. Each chapter covers one aspect of conducting an investigation, clearly describing and advising you on the methods and skills involved, while providing you with practical tips on anticipating, recognizing, and avoiding the traps you are certain to encounter. This in-depth guide will help you: determine whether an internal investigation needs to take place; conduct effective employee interviews; organize and review documents pertinent to the internal investigation; understand employees' rights throughout the investigation; coordinate parallel criminal and civil proceedings that may arise in connection with or in response to the internal investigation; decide whether and what to disclose to government agencies; and understand the context of specialized circumstances in internal investigations, including shareholder litigation, environmental actions, securities cases, and government contract investigations."-- Publisher's website.
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
xiv, 197 pages ; 25 cm.
  • Preface
  • Introduction: On the state routinization of unchecked corporate power
  • Capitalism, corporations, and criminality
  • Why capitalist states "fail" to control the crimes of the powerful
  • Financial crimes : violations of trusted securities
  • Environmental crimes : violations of health and safety
  • Colluding crimes of states and corporations : violations of the community
  • Checking corporate power and state-routinized crime in an age of global capitalism
  • Conclusion: Democratic capitalism, state owned multinationals, and sustainable pragmatism.
Why are crimes of the suite punished more leniently than crimes of the street? When police killings of citizens go unpunished, political torture is sanctioned by the state, and the financial frauds of Wall Street traders remain unprosecuted, nothing succeeds with such regularity as the active failures of national states to obstruct the crimes of the powerful. Written from the perspective of global sustainability and as an unflinching and unforgiving expose of the full range of the crimes of the powerful, Unchecked Corporate Power reveals how legalized authorities and political institutions charged with the duty of protecting citizens from law-breaking and injurious activities have increasingly become enablers and colluders with the very enterprises they are obliged to regulate. Here, Gregg Barak explains why the United States and other countries are duplicitous in their harsh reactions to street crimes in comparison to the significantly more harmful and far-reaching crimes of the powerful, and why the crimes of the powerful are treated as beyond incrimination. What happens to nations that surrender ever-growing economic and political power to the globally super rich and the mammoth multinational corporations they control? And what can people from around the world do to resist the criminality and victimization perpetrated by multinationals, and generated by the prevailing global political economy? Barak examines an array of multinational crimes-corporate, environmental, financial, and state-and their state-legal responses, and outlines policies and strategies for revolutionizing these contradictory relations of capital reproduction, criminality, and unsustainability.
(source: Nielsen Book Data)9781138951440 20170829
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)
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
xiii, 416 pages : illustrations ; 25 cm
  • Introduction and methodology
  • International mechanisms
  • Multi-stakeholder mechanisms
  • Company mechanisms
  • Conclusions and criteria of excellency.
Whilst many of us would agree that human rights are more important than corporate profits, the reality is often different; such realities as child labour and environmental destruction caused by corporate activities make this patently clear. Recognising that balancing human rights and business interests can be problematic, Corporate Accountability considers the limits of existing complaint mechanisms and examines non-judicial alternatives for conflict resolution. The innovative approach herein compiles both long-standing international expertise and findings based on 25 key interviews from experts and victims. In contrast to the current literature, which tends to provide details on the functioning of the mechanisms, this book delves further to examine the strengths and weaknesses of each mechanism and provides criteria of excellence for non-judicial grievance mechanisms. In doing so, it provides a reality-check for corporate accountability worldwide. Novel and thought provoking, Corporate Accountability will be a captivating read for academics as well as companies interested in human rights and corporate social responsibility. It will also prove of interest to related state institutions such as development agencies and other relevant ministries such as chambers of commerce, trade unions, NGOs and civil society organisations.
(source: Nielsen Book Data)9781786431929 20170829
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)