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Author : Lucian A. Bebchuk
Publisher :
ISBN 13 :
Total Pages : 36 pages
Book Rating : 4.:/5 (286 download)
Download or read book The Debate on Contractual Freedom in Corporate Law written by Lucian A. Bebchuk and published by . This book was released on 1989 with total page 36 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Sharon Hannes
Publisher :
ISBN 13 :
Total Pages : 512 pages
Book Rating : 4.:/5 (625 download)
Download or read book Antitakeover Charter Provisions and the Debate on Contractual Freedom in Corporate Law written by Sharon Hannes and published by . This book was released on 2001 with total page 512 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Lucian A. Bebchuk
Publisher :
ISBN 13 :
Total Pages : 380 pages
Book Rating : 4.:/5 (824 download)
Download or read book Contractual Freedom in Corporate Law written by Lucian A. Bebchuk and published by . This book was released on 1989 with total page 380 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Lucian A. Bebchuk
Publisher :
ISBN 13 :
Total Pages : 45 pages
Book Rating : 4.:/5 (129 download)
Download or read book Limiting Contractual Freedom in Corporate Law written by Lucian A. Bebchuk and published by . This book was released on 2009 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: This paper takes issue with the increasingly influential view that companies should be completely free to opt out of corporate law rules by adopting appropriate charter provisions. I argue that the contractual view of the corporation, on which supporters of free opting out rely, offers substantial reasons for placing limits on opting out. The analysis focuses on opting out done by charter amendment, after a company has been formed, and highlight the differences between opting out by charter amendment and opting out in the initial charter. Analyzing the informational and collective action problems involved in the charter amendment process, I conclude that the case for placing limits on opt-out amendments is so compelling that even strong believers in free markets should recognize the need for such limits. I also provide criteria for determining the issues with respect to which, and the circumstances under which, opting out by charter amendment should be prohibited or restricted.
Author : Pietro Matteo Fioruzzi
Publisher :
ISBN 13 :
Total Pages : 59 pages
Book Rating : 4.:/5 (715 download)
Download or read book Contractual Freedom in Corporate Law and the Role of the Judge written by Pietro Matteo Fioruzzi and published by . This book was released on 1997 with total page 59 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Michael J. Trebilcock
Publisher : Harvard University Press
ISBN 13 : 0674979907
Total Pages : 326 pages
Book Rating : 4.6/5 (749 download)
Download or read book The Limits of Freedom of Contract written by Michael J. Trebilcock and published by Harvard University Press. This book was released on 1997-03-25 with total page 326 pages. Available in PDF, EPUB and Kindle. Book excerpt: Our legal system is committed to the idea that private markets and the law of contracts that supports them are the primary institutions for allocating goods and services in a modern economy. Yet the market paradigm, this book argues, leaves substantial room for challenge. For example, should people be permitted to buy and sell blood, bodily organs, surrogate babies, or sexual favors? Is it fair to allow people with limited knowledge about a transaction and its consequences to enter into it without guidance from experts?
Author : Lucian A. Bebchuk
Publisher :
ISBN 13 :
Total Pages : 64 pages
Book Rating : 4.:/5 (286 download)
Download or read book Freedom of Contract and the Corporation written by Lucian A. Bebchuk and published by . This book was released on 1988 with total page 64 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Timothy W. Guinnane
Publisher :
ISBN 13 :
Total Pages : 59 pages
Book Rating : 4.:/5 (891 download)
Download or read book Contractual Freedom and the Evolution of Corporate Control in Britain, 1862 to 1929 written by Timothy W. Guinnane and published by . This book was released on 2014 with total page 59 pages. Available in PDF, EPUB and Kindle. Book excerpt: British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. In this paper we study the uses to which this flexibility was put by examining the articles of association written by three samples of companies from the late nineteenth and early twentieth centuries. We find that incorporators consistently wrote rules that shifted power from shareholders to directors, that the extent of this shift became greater over time, and that Parliament made little effort to restrain it. Although large firms were less likely to enact the most extreme provisions, such as entrenching specific directors for life, they too wrote articles that gave managers essentially unchecked power. These findings have implications for the literature on corporate control, for the "law-and-finance" argument that the common law was more conducive to financial development than the code-based systems of civil law countries, and for the debate on entrepreneurial failure in Britain during the late nineteenth and early twentieth centuries.
Author : Steven Davidoff Solomon
Publisher : University of Chicago Press
ISBN 13 : 022659940X
Total Pages : 364 pages
Book Rating : 4.2/5 (265 download)
Download or read book The Corporate Contract in Changing Times written by Steven Davidoff Solomon and published by University of Chicago Press. This book was released on 2019-03-08 with total page 364 pages. Available in PDF, EPUB and Kindle. Book excerpt: Over the past few decades, significant changes have occurred across capital markets. Shareholder activists have become more prominent, institutional investors have begun to wield more power, and intermediaries like investment advisory firms have greatly increased their influence. These changes to the economic environment in which corporations operate have outpaced changes in basic corporate law and left corporations uncertain of how to respond to the new dynamics and adhere to their fiduciary duties to stockholders. With The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall Stuart Thomas bring together leading corporate law scholars, judges, and lawyers from top corporate law firms to explore what needs to change and what has prevented reform thus far. Among the topics addressed are how the law could be adapted to the reality that activist hedge funds pose a more serious threat to corporations than the hostile takeovers and how statutory laws, such as the rules governing appraisal rights, could be reviewed in the wake of appraisal arbitrage. Together, the contributors surface promising paths forward for future corporate law and public policy.
Author : Richard A. Epstein
Publisher : Routledge
ISBN 13 : 1135699585
Total Pages : 424 pages
Book Rating : 4.1/5 (356 download)
Download or read book Contract - Freedom and Restraint written by Richard A. Epstein and published by Routledge. This book was released on 2013-10-15 with total page 424 pages. Available in PDF, EPUB and Kindle. Book excerpt: First Published in 2000. Where a well-run society should rest on the continuum between public and private control has been the most contentious and thorny issue of legal and social theory throughout the generations. This series sets out to provide answers to this ongoing dispute contained in the five volumes of material assembled. The collection draws from many disciplines, including economics, law, philosophy and political science. Yet they are all directed to a topic that is worthy of examination from multiple perspectives: Liberty, Property and the Law.
Author : C. Mak
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041130489
Total Pages : pages
Book Rating : 4.0/5 (411 download)
Download or read book Fundamental Rights in European Contract Law written by C. Mak and published by Kluwer Law International B.V.. This book was released on 2008-01-29 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is the first major study to examine the following essential questions with detailed reference to actual judicial developments: To what extent do fundamental rights affect contract law? In which types of cases can fundamental rights be applied? What does the explicit consideration of fundamental rights add to contract law adjudication? The author approaches the analysis along two different avenues: first, a comparative overview of developments in case law, and second, a more general theoretical view on the interaction between fundamental rights and rules of contract law which is tested against examples from various legal systems. The focus throughout is on developments in case law, because the impact of fundamental rights in contract law has been felt on the level of dispute resolution rather than on the level of legislation. Germany and the Netherlands are chosen because their judiciaries have been notable for their early and continuing attention to the theme, and England and Italy for perspectives on developments under common law and civil law systems respectively. For its reframing of old questions and its insightful delimitations of new ones, this book offers a fresh and deeply informed new perspective on this important area of developing law. The discussion, moreover, has received an additional impulse from the debate leading up to the recent agreement on a Reform Treaty regarding the institutional settlement of the Union, which will give a legally binding status to the Nice Charter of Fundamental Rights. For these reasons and others, the book will be of great value to all interested parties in government, business, and legal practice.
Author : F. H. Buckley
Publisher : Duke University Press
ISBN 13 : 9780822323334
Total Pages : 494 pages
Book Rating : 4.3/5 (233 download)
Download or read book The Fall and Rise of Freedom of Contract written by F. H. Buckley and published by Duke University Press. This book was released on 1999-08-27 with total page 494 pages. Available in PDF, EPUB and Kindle. Book excerpt: DIVOriginal essays by prominent legal scholars on the recent intellectual revival of freedom of contract and the value of free bargaining; the essays will be gleaned from a series of conferences organized around areas where bargaining rights might be expande/div
Author : Matteo Gatti
Publisher :
ISBN 13 :
Total Pages : 220 pages
Book Rating : 4.:/5 (76 download)
Download or read book Limitations of Acquirers' Contractual Freedom in the Market for Corporate Control written by Matteo Gatti and published by . This book was released on 2002 with total page 220 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Timothy W. Guinnane
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)
Download or read book Contractual Freedom and Corporate Governance in Britain in the Late Nineteenth and Early Twentieth Centuries written by Timothy W. Guinnane and published by . This book was released on 2017 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: British general incorporation law granted companies an extraordinary degree of contractual freedom to craft their own governance rules. It provided companies with a default set of articles of association, but incorporators were free to reject any part or all of the model and write their own rules instead. We study the uses to which incorporators put this flexibility by examining the articles of association filed by random samples of companies from the late nineteenth and early twentieth centuries, as well as by a sample of companies whose securities traded publicly. One might expect that companies that aimed to raise capital from external investors would adopt shareholder-friendly corporate governance rules. We find, however, that regardless of size or whether their securities traded on the market, most companies wrote articles that shifted power from shareholders to directors. We also find that there was little pressure -- from the government, the financial press, shareholders, or the market -- to adopt governance structures that afforded minority investors greater protection. Although there were certainly abuses, it seems that incorporators made an implicit bargain with investors that offered them the chance to earn high returns in exchange for their passivity. These findings have implications for the literature on corporate control, for the “law-and-finance” argument that corporate governance in common-law countries was more shareholder friendly than in civil-law countries, and for the debate about entrepreneurial failure in Britain during the late nineteenth and early twentieth centuries.
Author : Lawrence E Mitchell
Publisher : Routledge
ISBN 13 : 1000308316
Total Pages : 488 pages
Book Rating : 4.0/5 (3 download)
Download or read book Progressive Corporate Law written by Lawrence E Mitchell and published by Routledge. This book was released on 2019-06-26 with total page 488 pages. Available in PDF, EPUB and Kindle. Book excerpt: Reflecting recent re-examinations of the nature and purpose of the modern publicly held corporation, Progressive Corporate Law introduces the reader to alternative perspectives within the field. The contributors to this volume are loosely bound both by their rejection of the prevailing paradigm of the corporation as a public good designed exclusively for the maximization of private profit and by their affirmative goal of designing corporate laws that accord better with the corporation's political and social realities. The resulting series of visions emphasizes communitarian themes of efficiency and morality of responsibility, altruism, and unity within the corporate form as well as between the corporation and the broader society. Progressive Corporate Law is important reading for business executives, lawyers, policymakers, and others who are concerned with the role of corporations in modem life. Designed to act as a springboard for stimulating discussion, it will be a valuable supplement to courses and seminars in corporate law and business ethics.
Author : Roger Brownsword
Publisher : Dartmouth Publishing Company
ISBN 13 :
Total Pages : 344 pages
Book Rating : 4.F/5 ( download)
Download or read book Good Faith in Contract written by Roger Brownsword and published by Dartmouth Publishing Company. This book was released on 1999 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: In many legal systems around the world, whether civilian or common law, the doctrine of good faith is recognised as one of the general principles of contract law. By contrast, English law has taken a different approach, relying on a number of specific doctrines aimed at securing fair dealing but eschewing any general principle of good faith in contract. In the light of recent good faith provisions - such as those found in the EC Directives on Commercial Agents and on Unfair Terms in Consumer Contracts, as well as in the Lando Commission's 'Principles of European Contract Law' and the UNIDROIT 'Principles of International Commercial Contracts' - it is open to debate whether the English law of contract can, or indeed should, maintain its traditional approach.The purpose of the essays in this collection is to inform such a debate in two principal ways: first, by drawing out the competing conceptions (and concomitant credentials) of the idea of good faith in contract; and, secondly, by exploring the role of good faith in different contexts - for example, in the context of both consumer and commercial contracting, but also in the context of specific fields of contract law (such as insurance and financial services), particular patterns of doctrinal response to bad faith and unfair dealing and the various traditions of legal reasoning found around the world.The essays represent a significant international engagement with a question that is by no means of interest only to English lawyers. For, the perspectives presented by the European, Nordic, Israeli, North American, South African and Australian contributors to this book serve to illuminate our understanding of the idea of good faith whether our concern is with our own local legal system or, beyond that, with the elaboration of principles of contract law for regional or global application.
Author : Luca Siliquini-Cinelli
Publisher : Springer
ISBN 13 : 3319498436
Total Pages : 343 pages
Book Rating : 4.3/5 (194 download)
Download or read book The Constitutional Dimension of Contract Law written by Luca Siliquini-Cinelli and published by Springer. This book was released on 2017-04-06 with total page 343 pages. Available in PDF, EPUB and Kindle. Book excerpt: One of the hallmarks of the present era is the discourse surrounding Human Rights and the need for the law to recognise them. Various national and supranational human rights instruments have been developed and implemented in order to transition society away from atrocity and callousness toward a more just and inclusive future. In some countries this is done by means of an overarching constitution, while in others international conventions or ordinary legislation hold sway. Contract law plays a pivotal role in this context. According to many, this is done through the much-debated ‘civilising mission’ of the contract, a notion which itself constitutes the canon of the Western liberal principle of ‘civilised economy’. The movement away from the belief in the absolute freedom of contract, which reached its zenith in the nineteenth century, to the principles of fairness and justice that underpin contract law today, is often deemed to be a testament to this civilising influence. Delving into the interplay between human rights policies, constitutional law, and contract law from both theoretical and practical perspectives, this first volume of a two-book collection offers a totally new reappraisal of the subject by gathering a collection of essays written by contract law scholars from Europe, South Africa, Canada, and Australia. Instead of providing the reader with a sterile compilation of positivistic norms and policies on the impact of fundamental rights and constitutional law issues on contract law’s development, the authors build on their personal experience to analyse specific topics related to contracting that include a constitutional dimension. The book fills an important void in comparative law scholarship and in so doing represents the starting point for further debate on the subject.
