The Anatomy of Corporate Law

The Anatomy of Corporate Law presents a meticulously comparative and functional analysis of corporate law, delving into the common challenges that arise across jurisdictions. The authors explore how legal systems worldwide address three fundamental agency dilemmas: the potential opportunism of managers toward shareholders; conflicts between controlling and minority shareholders; and the broader collective interests of shareholders vis-à-vis other stakeholders such as creditors and employees. Building on the notion that corporate legal frameworks share remarkable similarities despite different contextual dynamics, the book examines how prominent legal strategies are employed in Europe, Japan, and the United States to formulate solutions. The discussion begins with an insightful overview of agency issues and legal remedies before progressing to the structural governance of the corporation, including the roles and authorities of boards of directors and general meetings. Subsequent chapters focus on creditor protections, the intricacies of related-party transactions, as well as essential corporate activities like mergers and amendments to corporate charters. The final sections address the dynamics of both friendly acquisitions and hostile takeovers, together with an analysis of capital market regulations, offering readers a comprehensive perspective on the multifaceted nature of corporate law.