Andreas Cahn studied law at the Goethe-Universität Frankfurt Am Main and at the University of California, Berkeley. His doctoral thesis deals with problems of managers' liability, and his post-doctoral thesis (Habilitation) focuses on legal aspects of intra-group financing. In 1996 he took up the Chair of Civil Law, Commerce Law and Corporate Law at the University of Mannheim. Since October 2002 he has been Executive Director of the Institute for Law and Finance at Goethe-University in Frankfurt. He has published on corporate law, capital markets law, the law of products liability, general civil law as well as on civil procedure.
Inhaltsangabe
Part I. The Essential Qualities of the Corporation: 1. Approaching comparative company law 2. Corporations in a global market: the law applicable to corporations 3. Corporations in a global market: harmonization, convergence and transplantation Part II. The Corporation and its Capital: 4. The partnership as a business form of business organization 5. Incorporating the company 6. Constituting the company's share capital 7. Increasing the company's capital 8. Distribution of dividends and maintenance of share capital 9. Repurchases of shares 10. The nature of shares and classes of shares Part III. Governing the Corporation: Section 1. The Management: 11. An introduction to the board and its governance 12. Directors' power to represent the company 13. Directors' duties of loyalty, good faith and care 14. Judicial review of management decisions (the business judgment rule) 15. Executive compensation 16. Directors' duties in listed companies 17. Governing the Family Enterprise Section 2. The Members: 18. Shareholder voting rights 19. Shareholder information rights 20. Shareholder meetings 21. Shareholder duties 22. Judicial enforcement of shareholder rights Part IV. Corporate Combinations, Groups and Takeovers: Sections 1. Mergers and Acquisitions: 23. Techniques for business combinations 24. Governance rules for business combinations Section 2. Companies in Groups: 25. Corporate groups: independent entities in economic interdependence Section 3. The Market for Corporate Control: 26. The regulation of takeover bids and prices 27. Management interference with takeover bids 28. Special problems with leveraged buyouts.
Part I. The Essential Qualities of the Corporation: 1. Approaching comparative company law 2. Corporations in a global market: the law applicable to corporations 3. Corporations in a global market: harmonization, convergence and transplantation Part II. The Corporation and its Capital: 4. The partnership as a business form of business organization 5. Incorporating the company 6. Constituting the company's share capital 7. Increasing the company's capital 8. Distribution of dividends and maintenance of share capital 9. Repurchases of shares 10. The nature of shares and classes of shares Part III. Governing the Corporation: Section 1. The Management: 11. An introduction to the board and its governance 12. Directors' power to represent the company 13. Directors' duties of loyalty, good faith and care 14. Judicial review of management decisions (the business judgment rule) 15. Executive compensation 16. Directors' duties in listed companies 17. Governing the Family Enterprise Section 2. The Members: 18. Shareholder voting rights 19. Shareholder information rights 20. Shareholder meetings 21. Shareholder duties 22. Judicial enforcement of shareholder rights Part IV. Corporate Combinations, Groups and Takeovers: Sections 1. Mergers and Acquisitions: 23. Techniques for business combinations 24. Governance rules for business combinations Section 2. Companies in Groups: 25. Corporate groups: independent entities in economic interdependence Section 3. The Market for Corporate Control: 26. The regulation of takeover bids and prices 27. Management interference with takeover bids 28. Special problems with leveraged buyouts.
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