lOMoARcPSD|2726022
, lOMoARcPSD|2726022
INDEX
1: What is Corporate Law?, John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
2: Agency Problems and Legal Strategies, John Armour, Henry Hansmann, and Reinier Kraakman
3: The Basic Governance Structure: The Interests of Shareholders as a Class, John Armour, Luca Enriques,
Henry Hansmann, and Reinier Kraakman
4: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies, Luca
Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
5: Transactions with Creditors, John Armour, Gerard Hertig, and Hideki Kanda
6: Related-Party Transactions, Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler
7: Fundamental Changes, Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg
Ringe
8: Control Transactions, Paul Davies, Klaus Hopt, and Wolf-Georg Ringe
9: Corporate Law and Securities Markets, Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock
10: Beyond the Anatomy, John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe
, 1. Scope and sources of corporate law.
Overall objective is to advance the aggregate welfare of all who are affected by the activity of the
firm:
1. Share holders;
2. Employees;
3. Suppliers;
4. Customers…
Social scope: serve the interest of society ad a whole.
The corporation has to serve the best interest of its shareholders or to maximize the current
market price of corporate shares Maximization of shareholders’’ returns is the best mean to
advance the aggregate welfare.
Sources of corporate law:
1. National legislation;
2. International conventions & Treaties;
3. Macro-Regional/ Federal laws and regulations (US federal laws/EU directives and
regulations);
4. National case law (Common law/ Civil law);
5. International tribunals’ case law;
6. Lex Mercatoria and International practices.
The behavior of company is then affected by other NON CORPORATE LAWS:
Stock exchange regulations;
Bankruptcy and insolvency laws;
Employments and social security laws;
Criminal law.
A company is free to choose in which country start an activity and what law best suits.
, 2. Five core structural characteristics of business
corporations
Business corporations have a fundamentally similar set of legal characteristics in all jurisdictions.
Almost all large-scale business firms adopt a legal form that possesses all 5 of the basic
characteristics of business corporation.
2.1. Legal personality
A firm is characterized as a “Nexus of contracts”, in sense that a firm serve as the common
counterpart in numerous contracts through exercise of its contractual rights.
Corporate law’s main contribution is to permit a firm to serve as a single contracting party that is
distinct from the various individuals who are own or manage the firm.
, lOMoARcPSD|2726022
INDEX
1: What is Corporate Law?, John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
2: Agency Problems and Legal Strategies, John Armour, Henry Hansmann, and Reinier Kraakman
3: The Basic Governance Structure: The Interests of Shareholders as a Class, John Armour, Luca Enriques,
Henry Hansmann, and Reinier Kraakman
4: The Basic Governance Structure: Minority Shareholders and Non-Shareholder Constituencies, Luca
Enriques, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
5: Transactions with Creditors, John Armour, Gerard Hertig, and Hideki Kanda
6: Related-Party Transactions, Luca Enriques, Gerard Hertig, Hideki Kanda, and Mariana Pargendler
7: Fundamental Changes, Edward Rock, Paul Davies, Hideki Kanda, Reinier Kraakman, and Wolf-Georg
Ringe
8: Control Transactions, Paul Davies, Klaus Hopt, and Wolf-Georg Ringe
9: Corporate Law and Securities Markets, Luca Enriques, Gerard Hertig, Reinier Kraakman, and Edward Rock
10: Beyond the Anatomy, John Armour, Luca Enriques, Mariana Pargendler, and Wolf-Georg Ringe
, 1. Scope and sources of corporate law.
Overall objective is to advance the aggregate welfare of all who are affected by the activity of the
firm:
1. Share holders;
2. Employees;
3. Suppliers;
4. Customers…
Social scope: serve the interest of society ad a whole.
The corporation has to serve the best interest of its shareholders or to maximize the current
market price of corporate shares Maximization of shareholders’’ returns is the best mean to
advance the aggregate welfare.
Sources of corporate law:
1. National legislation;
2. International conventions & Treaties;
3. Macro-Regional/ Federal laws and regulations (US federal laws/EU directives and
regulations);
4. National case law (Common law/ Civil law);
5. International tribunals’ case law;
6. Lex Mercatoria and International practices.
The behavior of company is then affected by other NON CORPORATE LAWS:
Stock exchange regulations;
Bankruptcy and insolvency laws;
Employments and social security laws;
Criminal law.
A company is free to choose in which country start an activity and what law best suits.
, 2. Five core structural characteristics of business
corporations
Business corporations have a fundamentally similar set of legal characteristics in all jurisdictions.
Almost all large-scale business firms adopt a legal form that possesses all 5 of the basic
characteristics of business corporation.
2.1. Legal personality
A firm is characterized as a “Nexus of contracts”, in sense that a firm serve as the common
counterpart in numerous contracts through exercise of its contractual rights.
Corporate law’s main contribution is to permit a firm to serve as a single contracting party that is
distinct from the various individuals who are own or manage the firm.
