Comparative Company Law: A Case-Based ApproachEditat de Mathias Siems, David Cabrelli
en Limba Engleză Paperback – 20 Sep 2018
As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary.The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.
Mathias Siems is Professor of Commercial Law at Durham University.David Cabrelli is Senior Lecturer in Commercial Law at Edinburgh University.
1. A Case-Based Approach to Comparative Company Law David Cabrelli and Mathias SiemsPARTS 1 to 3COMPARATIVE CASE STUDIESCountry reports by Sonja Siggberg, Jesse Collin and Lena Nordman (Finland),Pierre-Henri Conac (France), Mathias Siems (Germany), Marco Ventoruzzo andCorrado Malberti (Italy), Hisaei Ito and Hiroyuki Watanabe (Japan), Theis Klauberg(Latvia), Mieke Olaerts and Bastiaan Kemp (the Netherlands), Michal Zurek andKamil Szmid (Poland), Irene-marié Esser and Piet Delport (South Africa), PabloIglesias-Rodríguez (Spain), David Cabrelli (UK), Martin Gelter, Nemika Jha andD Gordon Smith (US) PART 1DIRECTORS' DUTIES AND LIABILITY2. General Case on Directors' Duties Edited by Theis Klauberg3. Duties of Nominee Directors Edited by Martin Gelter, Nemika Jha and D Gordon Smith4. Obligations of Directors in Takeovers Edited by Pablo Iglesias-Rodriguez5. Cross-Border Takeovers and Takeover Defences Edited by Sonja Siggberg, Jesse Collin and Lena Nordman PART 2CREDITOR PROTECTION6. Piercing the Corporate Veil Edited by Hisaei Ito and Hiroyuki Watanabe7. Capital Maintenance Edited by MichalZurek and Kamil Szmid PART 3SHAREHOLDER PROTECTION8. Shareholders and Shareholder Law Edited by Pierre-Henri Conac9. Abuse of Shareholder Rights Edited by Mathias Siems10. Shareholders' Rights and Litigation Edited by David Cabrelli11. Limitations on the Shareholder's Right to Transfer Shares Edited by Corrado Malberti and Marco Ventoruzzo PART 4CONCLUSION12. A Rule-Based Comparison and Analysis of the Case Studies David Cabrelli and Irene-marie Esser13. A Quantitative Analysis of Similarities and Diff erences in Form, Style and Substance Mathias Siems