基本説明
Hardcover is out of print. This book explains-in clear, vigorous, nontechnical prose-the mysteries of corporate law.
Full Description
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.
Contents
* The Corporate Contract * Limited Liability * Voting * The Fiduciary Principle, the Business Judgment Rule, and the Derivative Suit * Corporate Control Transactions * The Appraisal Remedy * Tender Offers * The Incorporation Debate and State Antitakeover Statutes * Close Corporations * Trading on Inside Information * Mandatory Disclosure * Optimal Damages * Acknowledgments * Case Index * Author Index * General Index
