xxviii, 927 pages : illustrations ; 24 cm
9780521768733 052176873X 9780521143790 paperback 0521143799 paperback
Bibliography, etc. Note
Includes bibliographical references (pages 877-893) and index.
Formatted Contents Note
The essential qualities of the corporation Approaching comparative company law The partnership as a form of business organization Corporations in a global market: the law applicable to corporations The corporation and its capital Incorporating the company Constituting the company's share capital Increasing the company's capital Distribution of dividends and maintenance of share capital Repurchases of shares The nature of shares and classes of shares Governing the corporation Subpart A. The management An introduction to the Board and its governance Directors' power to represent company Directors' duties of loyalty, good faith and care Judicial review of management decisions (the business judgment rule) Executive compensation Directors' duties in listed companies Subpart B. The members Shareholder voting rights Shareholder information rights Shareholder meetings Shareholder duties Judicial enforcement of shareholder rights Corporate combinations, groups, and takeovers Subpart A. Mergers and acquisitions Techniques for business combinations Governance rules for business combinations Subpart B. Companies in groups Corporate groups Subpart C. The market for corporate control The regulation of takeover bids and prices Management interference with takeover bids Special problems of leveraged buyouts.