Corporate Opportunities: A Law and Economics Analysis (Contemporary Studies in Corporate Law)

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en Limba Engleză Hardback – 23 Sep 2021
This monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach. This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors' ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital.In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied. Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations.This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions). It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.
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ISBN-13: 9781509917457
ISBN-10: 1509917454
Pagini: 384
Dimensiuni: 156 x 234 mm
Greutate: 0.56 kg
Editura: Bloomsbury Publishing
Colecția Hart Publishing
Seria Contemporary Studies in Corporate Law

Locul publicării: London, United Kingdom


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

Notă biografică

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