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The Foundations of Anglo-American Corporate Fiduciary Law

$140.00 (C)

Part of International Corporate Law and Financial Market Regulation

  • Author: David Kershaw, London School of Economics and Political Science
  • Date Published: October 2018
  • availability: Available
  • format: Hardback
  • isbn: 9781107092334

$ 140.00 (C)

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About the Authors
  • This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK.

    • Provides a detailed account of the foundations of corporate fiduciary law and enhances the reader's understanding of fiduciary law
    • Demonstrates the shared origins of many of the core policy concepts in modern US and UK company law, illustrating that the current legal position is explained by modern policy choices
    • Challenges dominant theories of corporate legal change and highlights the limited explanatory power of charter competition in this context
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    Product details

    • Date Published: October 2018
    • format: Hardback
    • isbn: 9781107092334
    • length: 545 pages
    • dimensions: 234 x 164 x 30 mm
    • weight: 1.26kg
    • availability: Available
  • Table of Contents

    Introduction: corporate legal ideas
    Part I. Business Judgment and the Idea of Honesty in the Exercise of Delegated Power:
    1. Business judgments: origins
    2. Business judgments in UK corporate law
    3. The foundations of the business judgement rule in the United States
    4. The structural dissonance of Delaware's business judgment rule
    Part II. The Duty of Care and the Ideas of Reward and Undertaking:
    5. Origins: between laxity and terror in bailment and trusts law
    6. The origins of the director's duty of care in the United States
    7. The Delaware duty of care: fragments of jurisprudence
    8. The duty of care in the United Kingdom: in the shadow of gross negligence
    Part III. Self-Dealing and the Idea of the Corporation:
    9. Conceptions of the corporation
    10. The United Kingdom: contracting out of the common law
    11. The United States: the paths to fairness review
    Part IV. Connected Assets and the Idea of Property:
    12. Connected assets law in the United Kingdom: the property institution
    13. The modern UK approach and the disappearance of property
    14. Connected assets law in the United States: between property and prescription
    15. Explaining divergent evolution in connected assets law.

  • Author

    David Kershaw, London School of Economics and Political Science
    David Kershaw is Professor of Law at the London School of Economics and Political Science. He holds an LL.B. from the University of Warwick, and an LL.M. and an SJ.D. from Harvard Law School. Prior to entering academic life he practiced corporate law in both London and New York. He is the author of multiple articles on corporate law, takeover law and accounting and audit regulation. He is the author of Company Law in Context (2012) and the Principles of Takeover Regulation (2016).

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