This paper identifies some common errors that occur in comparative law, offers some guidelines tohelp avoid such errors, and provides a framework for entering into studies of the company laws ofthree major jurisdictions. The first section illustrates why a conscious approach to...

Die Übertragung von Kapitalmarktpapieren2 (investment securities)3. nach USamerikanischemRecht ist heute in Art. 8 des amerikanischen Uniform Commercial Code(UCC) geregelt. Der UCC ist ein Mustergesetz, das in der zweiten Hälfte des 20. Jahrhundertsnach dem Vorbild des deutschen...

This paper explains how the choice of the indirect holding system for securities settlement forced U.S.issuers to cede their shareholder data to intermediaries. Part I describes the law applicable to thetransfer of certificated securities. Part II describes how the paper-intensive process of...

This paper provides an initial, schematic description for students beginning a course comparingthe "company laws"1 governing corporations formed under the Delaware General Corporation Law(also referred here to as "DGCL")2 and under the German Aktiengesetz (also referred to here as the"Stock...

This paper has shown that some of the principal arguments against shareholder voice areunfounded. It has shown that shareholders do own corporations, and that the nature of their propertyinterest is structured to meet the needs of the relationships found in stock corporations. The paper...

Law originates in local environments, yet can be transmitted globally or over time to new contexts and foreign or future users. At its origin, law arises in response to social needs, but once formalized it takes on a semantic life of its own in a network of users. A rule created in response to a...

Hostile takeovers are usually conceived as open market transactions to dispersed shareholders, who have to make a decision on complex issues within a short timeframe. Aside from the simple fact that shareholders have a right to sell their shares, the risks takeovers present to market integrity...

The market of a successful financial center must be efficient, orderly and fair, which requires that investor protection rules be enforced effectively. While a substantial literature exists promoting privately driven enforcement of investor protection rules, there is a growing consensus that...

Quantitative research (QR) has undeniably improved the quality of law- and rulemaking, but it can also present risks for these activities. On the one hand, replacing anecdotal assertions regarding behavior or the effects of rules in an area to be regulated with objective, statistical evidence...

Infrastructure matters. Markets are designed by market participants for the benefit of market participants and assessed measuring utility to market participants. The natural result is that market structure becomes a tool used by the most powerful market participants to extract rents from the...