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This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company (GmbH) and the German Stock Corporation (AG). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company (SE).
Softbound - New, softbound print book.
This Hornbook clarifies rather than simply recites corporation law, while paying attention to correcting common misconceptions held among students and attorneys about the subject. This book is also intended for courts and commentators seeking the appropriate resolution of issues of corporation law. It is written in a "user-friendly" style, with citations kept to a minimum. More than just an update, the Third Edition constitutes a significant expansion and refinement of the prior editions. Among the additions are thoughtful expositions on corporate rights, purpose and social responsibility and extended historical and comparative law discussions. There are also expanded and restructured discussions of policy and doctrine in areas ranging from mergers and acquisitions and securities regulation to corporate governance and the duties of directors and controlling shareholders. These enable the reader to both view corporate law in its broad policy framework at one end, while understanding the nuances of Delaware and U.S. Supreme Court decisions at the other.
The purpose of this text is to provide a comprehensive, yet succinct, examination of the most significant areas of corporations law. Through the identification of the key elements underlying the pertinent statutory provisions, the use of a plain English writing style and simple format, the text seeks to make corporations law more accessible to those who seek to study or practise in the area of corporations law. Since the publication of the fourth edition there have been significant changes in corporations law. From a legislative perspective, important changes have also been effected through the passage of, inter alia, CLERP 9. This has impacted significantly on the law pertaining to executive officers and directors (in particular their remuneration and financial reporting) and disclosure documents.Judicially, this period has been marked by a considerable number of important cases pertaining to directors' liability arising out of, inter alia, high profile corporate collapses, including HIH and One.Tel. These cases have provided guidance as to the applicability of both statutory and equitable directors' duties, but also clarified the procedural and substantive law aspects of the penalties flowing from breaches of such duties.
The Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution.
As a part of our CasebookPlus offering, you'll receive the print book along with lifetime digital access to the eBook. Additionally you'll receive the Learning Library which includes quizzes tied specifically to your book, and outline starter and digital access to leading study aids in that subject and the Gilbert Law Dictionary. The concise version of Business Organizations, Cases and Materials, Eleventh Edition includes materials on Limited Liability Partnerships and Limited Liability Companies. This edition continues the approach of earlier editions in emphasizing rich, full-bodied versions of the principal cases, and a functionalist approach to the problems of contract law. The new edition includes a great number of new principal cases and case notes, as well as longer, analytical notes. The emphasis of previous editions on international contract law continues.
Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.
Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this third edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.
Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law.