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 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...

Voting rights are a shareholder's main legal channel to exercise control internally over the company in which she invests her savings. Under the corporate law of the US states, a shareholder is someone registered on the stockholders' list, not a person who has title to shares. When in the 1970s...

Current rules on market manipulation ignore the existing and rapidly growing body of scholarship on how securities prices are formed in markets. These rules are primarily reactive, and depend on vague and difficult measures such as the “artificiality” of a resulting market price or the...