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The investor-owned corporation is the conventional form for
structuring large-scale enterprise in market economies. But it is
not the only one. Even in the United States, noncapitalist firms
play a vital role in many sectors. Employee-owned firms have long
been prominent in the service professions--law, accounting,
investment banking, medicine--and are becoming increasingly
important in other industries. The buyout of United Airlines by its
employees is the most conspicuous recent instance. Farmer-owned
produce cooperatives dominate the market for most basic
agricultural commodities. Consumer-owned utilities provide
electricity to one out of eight households. Key firms such as
MasterCard, Associated Press, and Ace Hardware are service and
supply cooperatives owned by local businesses. Occupant-owned
condominiums and cooperatives are rapidly displacing investor-owned
rental housing. Mutual companies owned by their policyholders sell
half of all life insurance and one-quarter of all property and
liability insurance. And nonprofit firms, which have no owners at
all, account for 90 percent of all nongovernmental schools and
colleges, two-thirds of all hospitals, half of all day-care
centers, and one-quarter of all nursing homes. Henry Hansmann
explores the reasons for this diverse pattern of ownership. He
explains why different industries and different national economies
exhibit different distributions of ownership forms. The key to the
success of a particular form, he shows, depends on the balance
between the costs of contracting in the market and the costs of
ownership. And he examines how this balance is affected by history
and by the legal and regulatory framework within which firms are
organized. With noncapitalist firms now playing an expanding role
in the former socialist countries of Eastern Europe and Asia as
well as in the developed market economies of the West, The
Ownership of Enterprise will be an important book for business
people, policymakers, and scholars.
This is the long-awaited third edition of this highly regarded
comparative overview of corporate law. This edition has been
comprehensively revised and updated to reflect the profound changes
in corporate law and governance practices that have taken place
since the previous edition. These include numerous regulatory
changes following the financial crisis of 2007-09 and the changing
landscape of governance, especially in the US, with the ever more
central role of institutional investors as (active) owners of
corporations. The geographic scope of the coverage has been
broadened to include an important emerging economy, Brazil. In
addition, the book now incorporates analysis of the burgeoning use
of corporate law to protect the interests of "external
constituencies" without any contractual relationship to a company,
in an attempt to tackle broader social and economic problems. The
authors start from the premise that corporations (or companies) in
all jurisdictions share the same key legal attributes: legal
personality, limited liability, delegated management, transferable
shares, and investor ownership. Businesses using the corporate form
give rise to three basic types of agency problems: those between
managers and shareholders as a class; controlling shareholders and
minority shareholders; and shareholders as a class and other
corporate constituencies, such as corporate creditors and
employees. After identifying the common set of legal strategies
used to address these agency problems and discussing their
interaction with enforcement institutions, The Anatomy of Corporate
Law illustrates how a number of core jurisdictions around the world
deploy such strategies. In so doing, the book highlights the many
commonalities across jurisdictions and reflects on the reasons why
they may differ on specific issues. The analysis covers the basic
governance structure of the corporation, including the powers of
the board of directors and the shareholder meeting, both when
management and when a dominant shareholder is in control. It then
analyses the role of corporate law in shaping labor relationships,
protection of external stakeholders, relationships with creditors,
related-party transactions, fundamental corporate actions such as
mergers and charter amendments, takeovers, and the regulation of
capital markets. The Anatomy of Corporate Law has established
itself as the leading book in the field of comparative corporate
law. Across the world, students and scholars at various stages in
their careers, from undergraduate law students to well-established
authorities in the field, routinely consult this book as a starting
point for their inquiries.
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