• I. Introduction
  • II. Five Points of Caution When Approaching Comparative Company Law
  • A. Obtain Accurate Information about the Legal System and Compare Only Comparables
  • B. Recognize Functions and Relationships within Systems
  • C. Understand the Historical Setting of the Legal System
  • D. Be Aware of and Counter Prejudicial Perspectives
  • III. Compare Only Comparables: What is "Company Law"?
  • A. Defining Company Law Functionally
  • B. Germany
  • C. The United States
  • D. The United Kingdom
  • IV. Know Systemic Functions and Relationships: The Jurisdictional Interaction of Company Law
  • A. The Whole and Its Parts
  • B. The European Union and Its Member States
  • 1. Pursuant to the EC Treaty
  • 2. The company law directives
  • 3. EU implementing regulations
  • 4. The Europeanization of national law
  • C. Within Germany and the United Kingdom
  • 1. Germany
  • 2. The United Kingdom
  • D. The United States and Its States
  • 1. The Constitutional position of the US federal government
  • 2. Federal laws
  • 3. Exchange Rules
  • 4. Within Delaware
  • V. Historical Development in US and EU Company Law
  • A. Internal and External Influences within the System
  • B. US Corporate Law: the Forces of Regulatory Competition
  • 1. A history of gradual growth
  • 2. A systemic balance of state and federal law
  • 3. Outreach statutes and foreign corporations
  • 4. A foreseeable future of stable development
  • C. Company Law in Europe: Integration by Chance and by Choice
  • 1. Historical influences preceding EU market integration
  • 2. Market integration from harmonization to competition
  • 3. A curious twist for EU securities law
  • 4. A future for regulatory competition of corporate law in Europe?
  • VI. Conclusion