Week
1
Comparative
Company
Law
Part
I:
The
Essential
Qualities
of
the
Corporation
CHAPTER
1:
Approaching
Comparative
Company
Law
This
introductory
chapter
will
outline
some
important
approach
coordinates
for
the
comparison
of
the
laws
that
govern
public
companies
in
the
United
States,
the
United
Kingdom
and
Germany.
The
unprecedented
level
of
international
cooperation
occurring
on
the
regulatory
side
of
contemporary
globalization
creates
systematic
comparative
studies
that
have
dramatically
accelerated
legal
understanding
and
convergence.
Any
project
to
harmonize
national
laws
or
draft
a
convention
to
govern
an
area
of
law
among
nations
will
likewise
of
necessity
compare
laws
to
find
the
best,
or
at
least
the
most
mutually
acceptable,
solution.
If
legislative
efforts
seek
to
achieve
a
specific
result,
like
economic
prosperity,
stable
government
or
investor
protection,
then
a
second-‐level
problem
arises:
the
legislator
must
correctly
ascertain
a
real,
causal
connection
between
the
chosen
law
or
legal
system
and
the
desired
social
or
economic
effect.
Like
any
other
theoretical
activity,
academic
comparative
law
examines
the
steps
taken
in
the
practical
activity
of
comparison
in
an
attempt
to
make
its
methods
more
transparent
and
conscious
and
its
results
more
objective
and
accurate.
The
functions
of
a
given
right,
duty
or
organizational
form
might
also
complement
other
functions
within
the
same
system,
so
that
the
functions
create
an
almost
organic
network
of
interdependence
within
the
legal
system.
Comparatists
should
exercise
caution
with
regard
to
the
following
points
of
approach:
1. They
should
obtain
accurate
information
and
compare
only
comparable
items.
2. They
should
examine
the
functional
values
of
rights,
duties,
procedures,
and
forms
as
system
components
within
the
context
also
of
society
as
a
whole.
3. They
should
consider
history’s
impact
on
the
legal
system.
4. They
should
be
aware
of
the
natural
distorting
tendencies
of
one’s
own
perspective.
Defining
company
law
functionally
Company/corporate
law
in
all
jurisdictions
is
generally
understood
as
a
body
of
law
enabling
the
creation
of
an
entity
with
five
core
structural
characteristics:
• Legal
personality
• Limited
liability
• Transferable
shares
• Centralized
management
under
a
board
structure
• Shared
ownership
by
contributors
of
capital.
If
a
law
other
than
a
company
law
were
to
regulate
one
of
these
core
characteristics
of
the
corporate
entity,
it
would
require
treatment
in
a
study
of
company
law.
If
the
law’s
function
closely
complements
the
corporation
law,
they
should
be
included
in
the
comparison.
The
functional
methods
of
comparative
law
should
not
limit
itself
to
intention,
but
rather
to
the
systemic
role
played
by
the
given
law
within
the
legal
system
and
society.
1
1
Comparative
Company
Law
Part
I:
The
Essential
Qualities
of
the
Corporation
CHAPTER
1:
Approaching
Comparative
Company
Law
This
introductory
chapter
will
outline
some
important
approach
coordinates
for
the
comparison
of
the
laws
that
govern
public
companies
in
the
United
States,
the
United
Kingdom
and
Germany.
The
unprecedented
level
of
international
cooperation
occurring
on
the
regulatory
side
of
contemporary
globalization
creates
systematic
comparative
studies
that
have
dramatically
accelerated
legal
understanding
and
convergence.
Any
project
to
harmonize
national
laws
or
draft
a
convention
to
govern
an
area
of
law
among
nations
will
likewise
of
necessity
compare
laws
to
find
the
best,
or
at
least
the
most
mutually
acceptable,
solution.
If
legislative
efforts
seek
to
achieve
a
specific
result,
like
economic
prosperity,
stable
government
or
investor
protection,
then
a
second-‐level
problem
arises:
the
legislator
must
correctly
ascertain
a
real,
causal
connection
between
the
chosen
law
or
legal
system
and
the
desired
social
or
economic
effect.
Like
any
other
theoretical
activity,
academic
comparative
law
examines
the
steps
taken
in
the
practical
activity
of
comparison
in
an
attempt
to
make
its
methods
more
transparent
and
conscious
and
its
results
more
objective
and
accurate.
The
functions
of
a
given
right,
duty
or
organizational
form
might
also
complement
other
functions
within
the
same
system,
so
that
the
functions
create
an
almost
organic
network
of
interdependence
within
the
legal
system.
Comparatists
should
exercise
caution
with
regard
to
the
following
points
of
approach:
1. They
should
obtain
accurate
information
and
compare
only
comparable
items.
2. They
should
examine
the
functional
values
of
rights,
duties,
procedures,
and
forms
as
system
components
within
the
context
also
of
society
as
a
whole.
3. They
should
consider
history’s
impact
on
the
legal
system.
4. They
should
be
aware
of
the
natural
distorting
tendencies
of
one’s
own
perspective.
Defining
company
law
functionally
Company/corporate
law
in
all
jurisdictions
is
generally
understood
as
a
body
of
law
enabling
the
creation
of
an
entity
with
five
core
structural
characteristics:
• Legal
personality
• Limited
liability
• Transferable
shares
• Centralized
management
under
a
board
structure
• Shared
ownership
by
contributors
of
capital.
If
a
law
other
than
a
company
law
were
to
regulate
one
of
these
core
characteristics
of
the
corporate
entity,
it
would
require
treatment
in
a
study
of
company
law.
If
the
law’s
function
closely
complements
the
corporation
law,
they
should
be
included
in
the
comparison.
The
functional
methods
of
comparative
law
should
not
limit
itself
to
intention,
but
rather
to
the
systemic
role
played
by
the
given
law
within
the
legal
system
and
society.
1
