The second edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. Fully updated, it reflects developments in the law and the markets in the continuing aftermath of the Global Financial Crisis. One of its distinctive features is that it gives equal coverage to both the equity and debt sides of corporate finance law, and seeks, where possible, to compare the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter analyses the present law critically so as to enable the reader to understand the difficulties, risks and tensions in this area of law, and the attempts made by the legislature and the courts, as well as the parties involved, to deal with them. This book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

Hardbound - New, hardbound print book.

Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.

When used in conjunction with corporations, the term public is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in de...

Updated to reflect changing trends and new judicial developments, Corporations: Law and Policy, Materials and Problems exposes students to the richness and complexity of corporate law, with carefully crafted and painstakingly edited cases. The book's organization reflects the growing importance, doctrinally and structurally, of the business judgment rule. Each chapter includes a problem for class discussion, many of which place students in the role of corporate planners and allow instructors to highlight the real-world impact of doctrinal uncertainty concerning the scope of the director's duty of care. The fifth edition includes updated emphasis on the corporation as a set of rules meant to resolve intra-corporate conflicts and protect investor/creditor expectations. The book also provides expanded treatment of the role of institutional shareholders and outside directors in corporate governance; the debate surrounding state-chartering competition and the prominence of Delaware in U.S. corporate law; the duties of controlling shareholders; and SEC rules and Sarbanes-Oxley provisions affecting corporate disclosures and insider-trading duties.