This article is the first chapter of the second
edition of The Anatomy of Corporate Law: A Comparative and Functional Approach,
by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann,
Gerard Hertig, Klaus Hopt, Hideki Kanda and Edward Rock (Oxford University
Press, 2009).
The book as a whole provides a functional analysis of
corporate (or company) law in Europe, the U.S., and Japan. Its organization
refl ects the structure of corporate law across all jurisdictions, while
individual chapters explore the diversity of jurisdictional approaches to the
common problems of corporate law.
In its second edition, the book has been signifi
cantly revised and expanded. As the book’s introductory chapter, this article
describes the functions and boundaries of corporate law. We first detail the
economic importance of the corporate form’s hallmark features: legal
personality, limited liability, transferable shares, delegated management, and
investor ownership.
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