The Anatomy of Corporate Law: A Comparative and Functional Approach

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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.

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Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, Edward Rock

Reinier Kraakman is the Ezra Ripley Thayer Professor of Law at Harvard Law School. He was previously Professor of Law at Yale Law School (1981 -1986) and Visiting Professor of Law at both Georgetown University Law Center (1993) and New York University Law School (1996 -1997). He was also a law clerk for Judge Henry J. Friendly of the U.S. Court of Appeals for the Second Circuit. He currently teaches corporate law, corporate finance, and a seminar devoted to theoretical issues in organizational law. He has been an advisor on company law reform in Russia and Vietnam. He has written numerous articles on topics in corporate law, corporate governance, and liability strategies for controlling corporate behavior. He was elected an ECGI research associate in 2006. His more recent better-known articles include The End of History for Corporate Law (with Henry Hansmann), 89 GEORGETOWN LAW JOURNAL 439 (2000); The Essential Role of Organizational Law (with Henry Hansmann), 110 YALE LAW JOURNAL 387 (2000); and Russian Privatization and Corporate Governance: What Went Wrong? (with Bernard Black and Anna Tarassova), 52 STANFORD LAW REVIEW 1731 (2000). He is a lead author of a recent treatise on comparative corporate law that is now in its second edition, R. Kraakman, et al., The Anatomy of Corporate Law: A Comparative and Functional Approach (3rd ed.) (Oxford University Press: 2017), and a co-author of a book of cases and discussion of the law of business organizations, W. Allen, R. Kraakman, and Subramanian, Cases and Commentaries on the Law of Business Organization, (4th Ed. Wolters Kluwer, Aspen Press 2012), and Allen and Kraakman, Cases and Commentaries on the Law of Business Organization, (5th Ed. Wolters Kluwer, Aspen Press 2016). His current areas of research include corporate include the corporate governance of widely-held corporations, ownership structure and corporate governance, the empirical and legal determinants of CEO turnover, comparative corporate law and finance, the bases for individual- and firm- level liability in corporate settings, the meaning and legal implications of price efficiency in capital markets.