Anatomía del derecho de sociedades: Un enfoque comparado y funcional [Anatomy of corporate law: A comparative and functional approach]

Publication Type

Edited Book

Publication Date

2-2024

Abstract

This book provides a theoretical framework for understanding corporate law from a comparative and functional perspective and illustrates how corporate legislation in various jurisdictions (specifically, Brazil, the United States, the United Kingdom, France, Germany, Italy, and Japan) fits within that framework. Corporations in all jurisdictions share the same key attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Companies using the corporation structure generate three types of agency problems, specifically those that arise between (1) managers and shareholders as a class; (2) controlling shareholders and minority shareholders; and (3) shareholders as a class and other stakeholders such as creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with the institutions responsible for enforcing corporate rules , the book illustrates how various jurisdictions around the world implement such strategies. In doing so, it emphasizes the numerous similarities between jurisdictions and reflects on the reasons why they differ on specific issues. The analysis covers the basic structure of corporate governance, including the powers of the board of directors and the general meeting of shareholders, both in situations where the company is controlled by management and by controlling shareholders. It also examines the role of corporate law in shaping labor relations, protecting third parties, dealing with creditors, related-party transactions, mergers, amendments to articles of association, takeover bids, and regulating capital markets.

Discipline

Business Organizations Law

First Page

1

Last Page

430

ISBN

9789508851482

Publisher

Editorial Heliasta

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