The Essential Elements of Corporate: This book is written by John Armour, Henry Hansmann and Reinier Kraakman and you can download it freely in pdf format. A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, and Edward Rock (Oxford University Press, 2009). The book as a whole provides a functional analysis of corporate (or partnership) law in Europe, the United States, and Japan. Its organization reflects the structure of corporate law across jurisdictions, while the individual chapters explore the diversity of jurisdictional approaches to common corporate law problems. In its second edition, the book has been significantly revised and expanded.
According to John Armour, Henry Hansmann and Reinier Kraakman an introductory chapter to the book, this article describes the functions and limits of corporate law. First, we detail the economic importance of the distinctive features of the corporate form: legal personality, limited liability, transferable shares, delegated management, and investor ownership. Next, we identify the main agency problems that accompany the corporate form and that, therefore, corporate law must address: conflicts between managers and shareholders, between majority and minority shareholders, and between shareholders as a class and non-shareholder constituents of the company such as creditors and employees. In our view, corporate law serves in part to accommodate contract and property law to the corporate form, and in substantial part to address the agency problems associated with this form. Next, we consider the role of the law in structuring corporate affairs to achieve these goals: whether, and to what extent, standard forms are needed, as opposed to private contract on the one hand and private contract on the other. the mandatory rules. and the role of regulatory competition. While the “core” features of corporate law are present in all, or almost all, legal systems, different systems have made different decisions regarding the form and content of many other aspects of their corporate laws. To help explain this, we review a variety of forces shaping the development of corporate law, including patterns of national share ownership. These forces operate differently across countries, implying that, in some cases, complementary differences in corporate law are functional. However, other similar differences can be better explained as a response to purely distributional concerns.
|Book Name||The Essential Elements of Corporate|
|Author of Book||John Armour, Henry Hansmann and Reinier Kraakman|
Overview of The Essential Elements of Corporate LawAccording to John Armour, Henry Hansmann and Reinier Kraakman, What is the common structure of business company law, or, as expressed in some jurisdictions, company law, in different national jurisdictions? Although corporate law scholars rarely ask this question, it is vitally important for comparative corporate law research. Recent studies often emphasize the divergence between European, US, and Japanese corporations in corporate governance, share ownership, capital markets, and business culture.1 But despite the very real differences between jurisdictions on these dimensions, the underlying uniformity of corporate form is at least as impressive. Business corporations have a similar set of legal characteristics and face a similar set of legal problems in all jurisdictions.
Topics of this Edition1 What is Corporate Law?
About the Author
University of Oxford – Faculty of Law; European Corporate Governance Institute (ECGI)
Yale University – Law School; European Corporate Governance Institute (ECGI)
Harvard Law School; European Corporate Governance Institute
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