Guides you through the steps necessary to conduct a proper and thorough legal investigationdescribes and advises you on the methods and skills involved.

The focus of this manual is not what provisions to include in a given contract, but instead how to express those provisions in prose that is free ofthe problems that often afflict contracts.

Corporate governance has been much in the news in recent years and lawyers are devoting increasing amount of attention to it. The passage of major federal legislation in 2002 (the Sarbanes-Oxley Act a.k.a. SOX) and 2010 (the Dodd-Frank Act) were particularly important developments, generating much new law and, as a result, much new legal work. Curiously, however, the law school casebook market has largely ignored these trends. Corporate governance is regulated by many of the same laws covered in the basic Business Associations course, but increasingly is also regulated by laws--such as SOX and Dodd-Frank--that get short shrift in the typical Business Associations casebook and course. In contrast, those laws are the core focus of the text. In addition to the pertinent laws, the book brings into play sources such as stock exchange listing standards and the rules issued by the Public Company Accounting Oversight Board and similar quasi-governmental bodies. Importantly, however, lawyers practicing in the corporate governance space must be knowledgeable not only about the law but also best practice. The text therefore makes frequent references to best practice advice drawn from sources such as law firm client memoranda.

This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company (GmbH) and the German Stock Corporation (AG). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company (SE).

Michigan Corporation Law & Practice is the authoritative research tool covering all aspects of Michigan corporate law and practice. It provides clear, reliable guidance to the laws, legislative history, and major case holdings. This complete guide provides a thorough background to the Michigan Business Corporation Act, including discussion of the process by which the corporate entity is created, governed, and ultimately terminated. The text also discusses the closely related Michigan Limited Liability Company Act. The 2021 revision of Michigan Corporation Law & Practice edits and updates the previous edition. Many sections are reorganized for clarity and accessibility. The text includes expanded coverage of limited liability companies. The revised edition reflects: Court decisions applying Michigan law to corporations and limited liability companies relating to: Shareholder oppression. Fiduciary duty. Derivative actions. Director duties. Interested director transactions. Valuation. Delaware developments relevant to Michigan law: Permitted charter and bylaw provisions. Fiduciary duties of directors. Fiduciary duties of limited liability company managers. Inspection of books and records. Appraisal rights. Internal affairs doctrine. Note: Online subscriptions are for three-month periods.