The Genius Of American Corporate Law

This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

Explores the foundations and evolution of corporate fiduciary law in the United States and the United Kingdom.

Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Legislation and case law following the relatively recent corporate scandals have increased scrutiny on the ethics and integrity of individuals, and the culture they create, at the highest levels within the corporate structure. The corporate General Counsel (GC) is a key member of that group. This enhanced attention increases the already substantial tensions facing the GC, who must navigate the demands and interests of various corporate stakeholders-including the board of directors, officers (particularly the CEO), stockholders, and employees-while also serving the best interests of the client, which is-and should only be-the corporation itself. In light of these heightened expectations on ethics, integrity, and other liability concerns, Indispensable Counsel: The Chief Legal Officer in the New Reality examines the key role of the independent, yet business-oriented, chief legal officer. Indispensable Counsel provides readers with the foundations of corporate representation followed by practical guidelines on how the multiple roles of GC are, or should be, resolved, with best practices as the goal. Former Supreme Court Justice of Delaware E. Norman Veasey and coauthor Christine T. Di Guglielmo bring their stature and wealth of experience in the field to bear in this must-have resource for anyone interested in the role of corporate counsel.

Uses economic and reflexive governance theories to demonstrate how EC law achieves the necessary balance between integration and regulatory diversity.

Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics. This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe. The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered. The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.

DIVOriginal essays by prominent legal scholars on the recent intellectual revival of freedom of contract and the value of free bargaining; the essays will be gleaned from a series of conferences organized around areas where bargaining rights might be expande/div

Offers comprehensive coverage of the key topics and emerging themes in private sector corporate governance.