Corporate Opportunities: A Law and Economics Analysis (Contemporary Studies in Corporate Law)De (autor) Dr Marco Claudio Corradi
en Limba Engleză Hardback – 23 Sep 2021
A truly original and highly refreshing approach to the topic of corporate opportunities doctrines, which goes considerably above and beyond the standard law and economics fare
Marco Claudio Corradi is Senior Research Fellow at the Stockholm Centre for Commercial Law at Stockholm University, Sweden - where he co-directs a Research Panel on Comparative Business Law - and a visiting professor at ESSEC business school in Paris, France.
Preface1. Corporate Opportunity Legal Paradigms and Industrial Development: From Localised Business to Trade and Financial Globalisation 1. Introduction2. A Concise Overview of the Debate on Corporate Law Convergence and Divergence3. The Evolution of Corporate Opportunities Rules in the Light of the Varieties of Capitalism Theory - A Comparison between British and Italian Law 4. The UK Corporate Opportunity Rules and the Shift from an Industrial-Based to a Financial Services-Based Economy5. Italian Directors' Duty Not to Compete with the Company and Corporate Opportunity Rules in a Diversified Economic and Industrial System6. Concluding Remarks on the Comparison between the UK and Italy7. Corporate Opportunities Rules and the Development of the Spanish Economy from Autarchy to Internationalisation 8. Conclusions2. A Cost-Based Analysis of Corporate Opportunity Doctrines1. Introduction2. The Economic Effects of Corporate Opportunity Doctrines and Their Connection to the Duty of Loyalty of Directors3. Deterring Misappropriations and Containing Agency Costs 4. Protecting the Long-Term Business Development of the Corporation and Reducing Hold-Up Costs 5. Non-Patentable Technological Innovation and a Corporate Opportunity Doctrine Dilemma: The Costs of Protecting v Diffusing Innovation 6. Bargaining over Corporate Opportunities, Setting Appropriate Remedies, and Reducing Transaction Costs 7. Conclusions 3. An Economic Analysis of the Remedies for the Misappropriation of Corporate Opportunities1. An Introduction to Deterrence from a Philosophical and Economic Perspective 2. The Dismissal of a Company's Director as a Consequence of a Misappropriation of a Corporate Opportunity 3. Gain-Based Remedies in Common Law: Account of Profits and Disgorgement of Profits Assisted by a Personal or Proprietary Constructive Trust 4. Gain-Based Remedies in Civil Law Jurisdictions: The Spanish 'Enriquicimiento Injusto' and the German 'Eintrittsrecht'5. Damages Awards for the Misappropriation of Corporate Opportunities in Common Law and in Civil Law Jurisdictions6. Punitive (or 'Exemplary') Damages for the Misappropriation of a Corporate Opportunity, and the Texan Company Law Experience 7. Criminal Sanctions for the Misappropriations of Corporate Opportunities: Notes with a View to the Future Law8. The Viability of Temporary Remedies: Injunctions and Astreintes 9. Reputational Sanctions as a Consequence of the Misappropriation of a Corporate Opportunity and the Difficulties of Quantification10. Conclusions 4. Bargaining over Corporate Opportunities as the Central Objective of Corporate Opportunity Doctrine 1. Introduction: Leaving behind the Property versus Liability Rules Debate: A De-Structured Approach to Bargaining2. Models for the Analysis of Bargaining over Corporate Opportunities3. Assumptions Underlying the Analysis of Bargaining over Corporate Opportunities4. The Protection of Entitlements to Exploit Corporate Opportunities and Disclosure 5. Negotiation and the Protection of Entitlements to Exploit Corporate Opportunities 6. Residual Post-Negotiation Efficiency Profiles and the Protection of Entitlements to Exploit Business Opportunities 7. Notes on the Taking of Corporate Opportunities in a Repeated Game Context8. A Normative Benchmark for Continental European Corporate Laws9. The State of the Art in Anglo-American and in Continental European Corporate Laws10. Conclusions5. Corporate Founders and Corporate Opportunities in Highly Innovative Environments1. Introduction2. The 'Lone Genius' versus the Team, from Leonardo and Edison to the 'Industrialisation of Invention'3. Limited Convergence in Corporate Opportunity Rules, Divergence in Corporate Opportunity Remedies 4. Founders Under the Lens of IP Theory: Do Employee Innovation Incentives Apply?5. Overview of an Evolving Research Field - Institutional Economics, Corporate Governance and Innovation6. At the Core of Technological Innovation: Creation, Circulation and Combination of Knowledge Building Blocks7. Technologic Innovation Traditional 'Taxonomy' versus Disruptive Innovation8. Corporate Founders and Their Incentives to Innovate within a Corporation: Founders' and Corporations' Perspectives9. Founder-Led Innovation and the Corporation in the Light of Modern High-Tech Innovation Strategies 10. You Are Smart, You Have Great Ideas! European or US Finance? Implications for the Private Ordering Debate11. Conclusions6. Corporate Opportunities and Venture Capital 1. Introduction2. The Cross-Border Dimension of Venture Capital: Old and New Policy Questions 3. The Multi-Layer Dimension of the Conflict of Interest in Venture Capital4. The Relationship between Venture Capitalists and Entrepreneurs: Business Opportunism, Unilateral, Bilateral and Multilateral Risks of Misappropriations5. Complicating the Taxonomy: Corporate Venture Capital and the Corporate Opportunities Paradigm6. Welcoming Cross-Border Venture Capital in Europe: Why Do Corporate Opportunities Matter?7. Conclusion7. Corporate Opportunity Doctrines: One Size Fits All or Multiple Efficient Solutions? 1. An Overview of the Debate on Private Ordering in Corporate Law 2. Does One Size Fit All? A Contract-Based Approach3. The Absence of a Clear Definition of 'Corporate Opportunity': Weakness or Strength?4. The Limited Effectiveness of an Ex Ante Authorisation to Take Corporate Opportunities5. The Benefits of a Waiver for Corporate Opportunities6. Rules on Resigning Directors and Their Vital Importance for Venture Capital7. Remedies in Civil Law: How to Overcome the Intrinsic Weakness of a Remedial System Lacking Equity Remedies8. ConclusionsConclusions