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《公司法剖析:比较与功能的视角(第2版)》阐述了所有核心国家频频上演的公司法的近期变革。与第一版相比，作者团队对第一版所有的分析、评论加以重新审视，超过原来版本的70%的内容。《公司法剖析:比较与功能的视角(第2版)》更具有国际性、功能性、中立性并足够精炼。

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We do not summarize the contents of earlier chapters here. Rather, we focus more explicitly on the boundaries of what the book explains. We reflect first on method- ological tradeoffs: what our analytic approach can explain and what it cannot. Then, we consider the limits of the book’s coverage, in terms of the jurisdictions, organiza- tional forms, and time period surveyed. In so doing, we speculatively peer “beyond” the anatomy of corporate law.

Our analytic starting point has been that corporate law can most usefully be understood in terms of its functions. The motivating conceit is that these functions are similar the world over. Business organization everywhere gives rise to similar economic exigen- cies; in responding to these, corporate laws everywhere share the same core elements. Large business organizations everywhere must overcome agency and coordination costs, and as we show, much of corporate law can be understood as a response to these common economic problems. A great strength of this approach is that it emphasizes the underlying similarities between corporate laws. This is in contrast to most works on comparative law, which focus on differences.

However, as we move beyond the core elements set out in Chapter 1, there...

A second limitation of scope concerns the very definition of the corporate form that is the object of our study. There has been a noticeable trend towards greater organiza- tional choice, with respect not only to certain pre-packaged organizational forms but also to the basic elements and governance structure of any particular type of entity. The U.S. experience with limited liability companies (LLCs) and business trusts, which are increasingly common in business practice, illustrates this approach of enabling the parties to replicate the essential features of the corporate form (or some of them) by contract. Insofar as these entities contain the five basic elements of the corporate form, they qualify as “de facto” corporations for our purposes. Even if these organizational forms lack one ...

It is not always easy to disentangle the effects of politics from functional consid- erations. Take, for instance, the global fashion for independent directors. While this may be explained in functional terms as an application of the trusteeship strategy in response to agency costs, alternative explanations include national political dynam- ics, blockholder lobbying, and regulation-driven biases at the level of the institutional investors who promote this practice across the board. Where multiple theoretical accounts point in the same direction, their relative importance is hard to gauge.

Where there are overlapping explanations, our account reflects a methodological hierarchy. We rely first on a functional account, as far as this is capable of explaining matters, and turn to political an...

Nevertheless, this new edition comes at a time when a fundamental rethink of corporate laws is under way in many countries, partly as a reaction to corporate scandals and the alleged failure of corporate governance at financial institutions in the run- up to the global financial crisis. Many aspects of these changes are contentious, and their implications are as yet incompletely understood. Consequently, the extent to which they reflect an evolution in the configuration of agency problems, as opposed to populist or other political concerns, remains unclear, as does the extent to which they may be expected to persist.

Our approach throughout the book is ahistorical: the analysis is limited to legal regimes currently in effect. In focusing on contemporary outcomes, we have eschewed analyz- ing broad trends in the evolution of corporate law over time. This, too, is principally for pragmatic reasons. It means, however, that the analysis understates the impact of history and path dependence in shaping the legal institutions that we presently observe.

书籍介绍

《公司法剖析:比较与功能的视角(第2版)》阐述了所有核心国家频频上演的公司法的近期变革。与第一版相比，作者团队对第一版所有的分析、评论加以重新审视，超过原来版本的70%的内容。《公司法剖析:比较与功能的视角(第2版)》更具有国际性、功能性、中立性并足够精炼。