Comparative Corporate Law Casebook

Comparative Corporate Law is at the center of the scholarly debate, has a growing practical importance, and has become a staple course offered by most law schools and universities around the world, often in English independently of their location. The theoretical and practical reasons for this development are too obvious and well-known to be listed here. Yet there are few teaching resources that offer a systematic, in-depth, but also enjoyable analysis of the subject.

With our new book, Comparative Corporate Law (West Academic Press, 2015), we have tried to fill this gap. The book has been designed to be used in different legal systems and for different courses, primarily for law students, but not only: also students of business administration, economics, political science and international relationships might benefit from it. The book can be used in the basic course on corporations, as a complement to add a comparative and international dimension, and it can—more likely—be used in an upper-division course specifically dedicated to Comparative Corporate Law, or similar courses (Comparative Corporate Governance, Comparative Business Law, Comparative Corporate Finance, etc.).

We think and hope, however, that the book will also be of interest for legal scholars, practitioners, regulators, and businesspeople more generally, in order to acquire or deepen their understanding of corporate law and of the international business context in which enterprises operate.

We followed a traditional casebook approach, and therefore the book contains numerous judicial decisions, statutory and other materials, and excerpts from scholarly contributions, translated into English from different languages when necessary. In light of the subject, and the fact that course participants might not be familiar with the different issues and legal systems discussed, however, we wrote fairly extensive introductions and connecting paragraphs that are helpful to frame the discussion and for at-home study. We also put a significant effort in identifying “Notes and Questions” for each case or material that can facilitate both class discussion and individual study. We wanted this book to be the “missing link” between a traditional casebook, which often provides little background context for the cases and materials reprinted; and a more “European-style” manual, which offers more extensive explanations but does not include cases and materials to assign and discuss in class. In translating foreign materials, especially court decisions, we often had to take some liberties and avoid a literal translation in order to make the documents more accessible for an international, English-speaking audience. We believe we have always, however, faithfully conveyed the substance of the materials.

In terms of substantive contents, after a brief overview of the methodological issues and basic comparative law issues, topics covered include incorporation and regulatory competition among States, limitations to limited liability, corporate finance (shares, bonds & debentures, equitable subordination of shareholders’ loans, etc.), corporate governance and different governance models, directors’ liability, shareholders’ litigation, shareholders’ agreements, mergers and acquisitions, takeovers, insider trading, and international litigation and arbitration.

Our focus is primarily on the U.S., U.K., major European continental civil law systems (France, Germany, Italy) and European Union law, and Japan; but we also occasionally consider other jurisdictions in different continents (you will find references, for example, to Brazil, China, India and Spain). Any comparative analysis requires a selection of the systems considered: the ambition to cover everything is illusory and leads to superficiality. Our selection, however, takes into account a good variety of different legal families, and offers the occasion to illustrate the principles underlying the major corporate law models in the world. Naturally the discussion can and should be integrated and enriched by the instructor and the participants with additional information and insights from specific legal systems they are particularly interested in or familiar with.

We often (not always) start our analysis with the U.S. perspective. This is not to be U.S.-centric, but it is because we think that a consistent starting point is useful to organize the discussion in a coherent and effective way. In this perspective, U.S. students, scholars and practitioners can learn or review some basic concepts of U.S. corporate law before dwelling in the comparative analysis (something too often forgotten or taken for granted in comparative courses in the U.S.). Non-U.S. students, on the other hand, can learn about the U.S. system and have a clear starting point to investigate the different systems considered.

We generally identify the underlying economic or substantive problems in order to discuss legal strategies followed by legislators, policy makers, and judges to regulate the phenomenon considered, and by lawyers and parties to achieve a desired result. We debate the causes and consequences of legal rules, and their interactions with economic events, sometimes also in light of empirical data and statistical evidence.

In terms of balance between general principles and more technical details, we tried to strike a reasonable compromise. We emphasize broad and profound differences among legal systems, but we also examine analytically provisions and court rulings. We believe that this combination allows developing both theoretical and practical skills. A comparative perspective, especially in a casebook, might sometimes appear less systematic than an in-depth analysis of one single system. Of course, this is only natural, and our goal is to offer food for thought in a clear framework, partially leaving to the instructor and the students the task of systematizing the ideas and information contained in this book.

We hope that our effort will contribute to a growing and fascinating cross-country discussion, but also that it will be challenging but interesting, and sometimes… fun! Because, as Augustine of Hippo wrote in his Confessions, “The mind is nourished only by that which makes it rejoice.”

To have a better sense of the contents, the methodology, and the tone, a “teaser” of the book, including a Foreword by Professor Hopt, a Methodological Note, the Tables of Contents and the Table of Cases and Materials, plus additional information, is available here. On the website of the publisher, available here, you can see a list of the endorsements received by scholars and practitioners around the world.