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This paper is the first chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...
Persistent link: https://www.econbiz.de/10011674057
Corporate law scholarship has long debated the extent to which corporate law rules are default or mandatory. It has paid less attention to corporate law's "altering rules," which prescribe what a corporation must do for its attempt at opting out of a given default rule to be recognized as...
Persistent link: https://www.econbiz.de/10014050994
Persistent link: https://www.econbiz.de/10013002918
The primary purpose for the doctrine of separate legal personality is to encourage entrepreneurship, by shifting the risks of business failure away from entrepreneurs to creditors and other risk bearers. Unfortunately this doctrine is subject to abuse by corporate controllers, which prompted the...
Persistent link: https://www.econbiz.de/10013156731
-liquidation insolvency proceedings, usually referred to as reorganization. Using the ECJ case law on the Directive, I conclude that although … capital do not present an insurmountable hurdle to the adoption of rational corporate insolvency law. As a side note, I also … unnecessary administrative burden on reorganizing European companies. -- bankruptcy ; insolvency ; reorganization ; registered …
Persistent link: https://www.econbiz.de/10003804575
The analysis of business associations largely has been limited to corporations. Yet unincorporated firms, including general and limited partnerships and limited liability companies, comprise about a third of the firms in the US, and even larger percentages elsewhere in the world. The Rise of the...
Persistent link: https://www.econbiz.de/10013156699
where insolvency is impending according to the current uneven company-law framework and the harmonizing provisions drafted … directors' creditor-regarding duties where the business is nearing insolvency. Whilst they may theoretically constitute an … by enhanced directors' duties in the vicinity of insolvency. On the contrary, far from duplicating the remedies available …
Persistent link: https://www.econbiz.de/10012901467
A version of this paper appears in [2007] Singapore Journal of Legal Studies (July). What is the appropriate way of theorising about corporate bankruptcy law? That lies, argues this paper, in rejecting Pareto and Kaldor-Hicks efficiency in favour of a particular conception of transaction cost...
Persistent link: https://www.econbiz.de/10014054443
In the last dozen years, economists have produced a considerable body of research suggesting that the historical origin of a country’s laws is highly correlated with a broad range of its legal rules and regulations, as well as with economic outcomes. Much of this research has dealt with rules...
Persistent link: https://www.econbiz.de/10014025558
Nineteenth century English companies law has been one of the most enduring of legal institutions, and thanks to the reach of the old British empire, it made its way to the furthest corners of the world. Commonwealth countries used the U.K. Companies Act as model legislation, updating their own...
Persistent link: https://www.econbiz.de/10013070730