First edition: 2004.

Previous edition: 2009.

Includes bibliographical references and index.

What is corporate law? / John Armour, Henry Hansmann,
Reinier Kraakman, and Mariana Pargendler -- Agency
problems and legal strategies / John Armour, Henry
Hansmann, and Reinier Kraakman -- The basic governance
structure : the interests of shareholders as a class /
John Armour, Luca Enriques, Henry Hansmann, Reinier
Kraakman -- The basic governance structure : minority
shareholders and non-shareholder constituencies / Luca
Enriques, Henry Hansmann, Reinier Kraakman, and Mariana
Pargendler -- Transactions with creditors / John Armour,
Gerard Hertig, and Hideki Kanda -- Related-party
transactions / Luca Enriques, Gerard Hertig, Hideki Kanda,
and Mariana Pargendler -- Fundamental changes / Edward
Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and
Wolf-Georg Ringe -- Control transactions / Paul Davies,
Klaus Hopt, and Wolf-Georg Ringe -- Corporate law and
securities markets / Luca Enriques, Gerard Hertig, Reinier
Kraakman, and Edward Rock -- Beyond the anatomy / John
Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg
Ringe

This is the long-awaited third edition of this highly
regarded comparative overview of corporate law. This
edition has been comprehensively revised and updated to
reflect the profound changes in corporate law and
governance practices that have taken place since the
previous edition. These include numerous regulatory
changes following the financial crisis of 2007-09 and the
changing landscape of governance, especially in the US,
with the ever more central role of institutional investors
as (active) owners of corporations. The geographic scope
of the coverage has been broadened to include an important
emerging economy, Brazil. In addition, the book now
incorporates analysis of the burgeoning use of corporate
law to protect the interests of "external constituencies"
without any contractual relationship to a company, in an
attempt to tackle broader social and economic problems.
The authors start from the premise that corporations (or
companies) in all jurisdictions share the same key legal
attributes: legal personality, limited liability,
delegated management, transferable shares, and investor
ownership. Businesses using the corporate form give rise
to three basic types of agency problems: those between
managers and shareholders as a class; controlling
shareholders and minority shareholders; and shareholders
as a class and other corporate constituencies, such as
corporate creditors and employees. After identifying the
common set of legal strategies used to address these
agency problems and discussing their interaction with
enforcement institutions, The Anatomy of Corporate Law
illustrates how a number of core jurisdictions around the
world deploy such strategies. In so doing, the book
highlights the many commonalities across jurisdictions and
reflects on the reasons why they may differ on specific
issues. The analysis covers the basic governance structure
of the corporation, including the powers of the board of
directors and the shareholder meeting, both when
management and when a dominant shareholder is in control.
It then analyses the role of corporate law in shaping
labor relationships, protection of external stakeholders,
relationships with creditors, related-party transactions,
fundamental corporate actions such as mergers and charter
amendments, takeovers, and the regulation of capital
markets.-- Publisher's description