Comparative company law : text and cases on the laws governing corporations in Germany, the UK and the USA / Andreas Cahn and David C. Donald.

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.