Company Law, Theory, Structure and Operation


By: Brian R. Cheffins
1st September 1996
ISBN: 9780198764694

Category: Product ID: 10729


Company Law: Theory, Structure and Operation is the first United Kingdom law text to use economic theory to provide insights into corporate law, an approach widely adopted in the United States. In this book, Brian Cheffins discusses the inner workings of companies, examines the impact of the legal system on corporate activities, and evaluates the merits of governmental regulatory strategies. The book covers core areas of the undergraduate company law syllabus in a stimulating and theoretically enlightening fashion and addresses important company law topics such as: * limited liability of shareholders * shareholders’ remedies * corporate governance (including the Cadbury Report) * executive pay (including the Greenbury Report) * the role of self-regulation in United Kingdom securities markets * the impact of European Union Directives on company law in the UK Brian Cheffins also examines in detail a number of questions which have not been fully explored elsewhere. These include: * What are the justifications for legal regulation of company affairs? * What are the drawbacks associated with government intervention? * How can one ascertain the optimal format for company law rules?

Industry Reviews

‘The book’s claim to be the first comprehensive survey of United Kindom company law from an economic perspective cannot be questioned. It is a monumental work of research and writing which explains the workings of economic analysis with a depth and clarity which non-economists will welcome…Cheffins has presented a complex analysis of inner workings of companies and the part which company law can or should play in their regulation…Cheffin’s works look set to prove very influential’ ‘a book which deals primarily with the law as practised in the United Kingdom be welcomed..This book is to be commended for making available in clear and lucid langauge a wealth of source material that merits investigation and should readily find a place in any personal or office library.’ “…stimulating for those who wish, if only occasionally, to ask themselves the question why we have company law, what lawyers working in this field can achieve and where we might bring about improvements.”

Table of Contents

Preface p. v
Table of Abbreviations p. xv
Table of Cases p. xxiii
Table of Legislation p. xxxi
Introduction p. xlv
Company Law Theory p. 1
Economics and the Study of Company Law p. 3
Key Participants in Companies p. 47
Justifications for State Intervention in Company Affairs p. 126
Problems with State Intervention p. 163
Structure of Company Law p. 215
The Classification of Company Law Rules p. 217
Company Law and the Hypothetical Bargaining Model p. 264
The Judiciary and Company Law p. 308
Self-Regulation in the United Kingdom: An Evaluation p. 364
The European Union and Uk Company Law p. 421
Operation of Company Law p. 453
Shareholders: Contracting, Remedies and Equality p. 455
Creditors: The Law’s Treatment of Their Relations with Shareholders and Managers p. 496
Employees: Control and Influence p. 554
Non-Executive Directors and the Company Board: The Case for Reform p. 602
Executive Pay p. 653
Epilogue p. 709


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