The Anatomy of Corporate Law

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This book provides a concise analytical overview of corporate law, focusing on three fundamental agency problems: (1) the opportunism of managers towards shareholders; (2) the opportunism of controlling shareholders towards minority shareholders; and (3) the opportunism of shareholders as a group towards other corporate constituencies, such as creditors and employees. Each jurisdiction must tackle these issues within the context of a corporation's internal dynamics and its interactions with various markets. The authors assert that corporate forms are fundamentally similar, with jurisdictions often choosing from a limited set of legal strategies to address these agency issues, although not always the same strategy. The book details how principal European jurisdictions, Japan, and the United States sometimes adopt identical legal strategies for specific corporate law problems while also making divergent choices. It begins with an overview of agency issues and legal strategies, then explores the governance structure of corporations, including the powers of boards of directors and shareholder meetings. It also covers creditor protection, related-party transactions, and key corporate actions like mergers and charter amendments. The conclusion examines friendly acquisitions, hostile takeovers, and capital market regulation. This work is valuable for scholars and students of corporate and comparative law, as well as those interested