Full Description
As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary.
The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.
Contents
1. A Case-Based Approach to Comparative Company Law
David Cabrelli and Mathias Siems
PARTS 1 to 3
COMPARATIVE CASE STUDIES
Country reports by Sonja Siggberg, Jesse Collin and Lena Nordman (Finland),
Pierre-Henri Conac (France), Mathias Siems (Germany), Marco Ventoruzzo and
Corrado Malberti (Italy), Hisaei Ito and Hiroyuki Watanabe (Japan), Theis Klauberg
(Latvia), Mieke Olaerts and Bastiaan Kemp (the Netherlands), Michal Zurek and
Kamil Szmid (Poland), Irene-marié Esser and Piet Delport (South Africa), Pablo
Iglesias-Rodríguez (Spain), David Cabrelli (UK), Martin Gelter, Nemika Jha and
D Gordon Smith (US)
PART 1
DIRECTORS' DUTIES AND LIABILITY
2. General Case on Directors' Duties
Edited by Theis Klauberg
3. Duties of Nominee Directors
Edited by Martin Gelter, Nemika Jha and D Gordon Smith
4. Obligations of Directors in Takeovers
Edited by Pablo Iglesias-Rodriguez
5. Cross-Border Takeovers and Takeover Defences
Edited by Sonja Siggberg, Jesse Collin and Lena Nordman
PART 2
CREDITOR PROTECTION
6. Piercing the Corporate Veil
Edited by Hisaei Ito and Hiroyuki Watanabe
7. Capital Maintenance
Edited by MichalZurek and Kamil Szmid
PART 3
SHAREHOLDER PROTECTION
8. Shareholders and Shareholder Law
Edited by Pierre-Henri Conac
9. Abuse of Shareholder Rights
Edited by Mathias Siems
10. Shareholders' Rights and Litigation
Edited by David Cabrelli
11. Limitations on the Shareholder's Right to Transfer Shares
Edited by Corrado Malberti and Marco Ventoruzzo
PART 4
CONCLUSION
12. A Rule-Based Comparison and Analysis of the Case Studies
David Cabrelli and Irene-marie Esser
13. A Quantitative Analysis of Similarities and Diff erences in Form, Style and Substance
Mathias Siems
