Table of contents:
Part 1.
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
PartThe 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
The management
An introduction to the board and its governance
Directors' power to represent the 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
The members
Shareholder voting rights
Shareholder information rights
Shareholder meetings
Shareholder duties
Judicial enforcement of shareholder rights
Corporate combinations, groups and takeovers
Mergers and acquisitions
Techniques for business combinations
Governance rules for business combinations
Companies in groups
Corporate groups
The market for corporate control
The regulation of takeover bids and prices
Management interference with takeovers bids
Special problems of leveraged buyouts
References
Index