《公司法剖析》书评

The Rationale of Corporate Law

To dispel the haunting question "What is the nature and rationale of corporate law?", one should read this book. For corporate laws arround the world (six developed countries: France, Germany, Italy, Japan, the UK, and the US), this book reveals their natures, justifies their existence and identifies contemporary thinkings surrounding them. Although not being a legal guy, i found this book quite easy to read, probably because of its close tie to corporate finance. Viewing from a larger picture, corporate law is one conponent under the nexus of law and finance. Finance laws are sometimes viewed as governmental constraints on the purely voluntary economic activies in a laissez faire market. In some circumstances, they also enble activities never practiced by the market. In both cases, they govern the basic economic and business activities arround companies and have different roles associated with differing activities. Based on their roles, lines can be drawn to assort three levels of finance laws. The level 1 contains basic laws: property, contract and tort. They serve the public by empowering the recognition of property rights and enforcement of contracts. The level 3 laws are security laws, mostly SEC regulations, regulating transactions of ownership, assets and liabilities.Level 2 law is the underlying topic in this book: corporate law. Comparing to basic laws, it presents a more complicated case; comparing to security laws, it is often less controvesial. I think the reason is that corporate law is contractarian in nature; the agency relationship resembles a contract between citizens and governments. Clearly my view is only partially right. The book offers a much better description of the essence of corporate law as the limited liability and rules of corporate governance. In order to receive the benefits of limited liability for shareholders, corporations must abide by the rules of corporate governance law. The later mainly concerns the allocation of power among the common shareholders, the board of directors, and corporate managment. The most fundamental power stays with common shareholders who can vote directors and make several fundamental decisions for the company; the directors supervise the management and company's business, but not on a daily basis; management hired by directors is in charge of daily operations. The essense of corporate can also be seen in its five identified characteristics stated in chapter 1: 1) legal personality, 2) limited liability, 3) transferable shares, 4) delegated management under a board structure, and 5) investor ownership. Corporate law also effectively deals with conflicts among stakeholders, the "agency problems", of three types: 1) conflicts between managers and shareholders, 2) conflicts among shareholders, and 3) conflicts between shareholders and the corporation’s other constituencies, including creditors and employees. Chapter 2 dicusses these three agency problems with pratical preventive and corrective legal strategies. Chapter 3 - 9 deal with common transactions and decisions in corporation covering almost all important problems in corporate law. The orginal corporate activities are first presented, derived agency problems are then dicussed, the range of alternative legal responses are recommended, and lastly patterns of problems and resolutions are compared accross different jurisdictions. These insights are written in such a plain language and are so fundamental that they should serve as introductory material for any law students and business profesionals. In regard to the diferences in corporate law between the six countries, the book considers different patterns of ownership as the culprit. The US and UK public firms tend to have widely distributed onwerships possessed ny numerious small investors; Japanese firms tend to favor share coalitions; European firms are often owned by institutional or family controlling shareholders. The variation of ownership styles contributes to the difference in corporate laws of these jurisdictions. Overall, the book explicates the most fundamental rationale of corporate law and offers full review of agency problems and legal solutions. Anyone in legal or business professions should not miss it.

比较经典的书

在学校的时候认真看了几遍英文版的。掌握了里面的内容也就掌握了公司法中最基础也是最重要的原理，很多问题都能迎刃而解。学公司法的，不能不看。