Table of Contents

PART 1: THE BUSINESS CORPORATION AS A LEGAL INSTITUTION
1: Emergence of the Business Corporation
2: European and International Context
3: Nature and Formation
PART 2: STRATEGIES TO REDUCE AGENCY COSTS BETWEEN DIRECTORS AND SHAREHOLDERS
4: Corporate Governance Regulation
5: Elements of Shareholder Democracy
6: Constraints on Discretion: Part 1 - Directors
7: Constraints on Discretion: Part 2 - Shareholders
8: Enforcement
PART 3: STRATEGIES TO REDUCE AGENCY COSTS BETWEEN THE COMPANY AND CREDITORS
9: The Concept of Legal Capital
10: Exceptions to the Principle of Limited Liability
11: Dissolution and Corporate Insolvency

About the Author

Carsten Gerner-Beuerle is Professor of Commercial Law at University College London. He read law and economics at Humboldt University Berlin, the University of Minnesota, and the University of London. From 2004 to 2009 he was a lecturer at King's College London, and from 2009 to 2017 he held appointments at the London School of Economics and Political Science. He is admitted to the bar in Germany and practises as a registered European lawyer in England and Wales. He
advises on matters of international corporate, insolvency, and capital markets law.

Michael Anderson Schillig is a Professor of Law at King's College London. He read law at the University of Erlangen-Nuremberg, King's College London, and Humboldt University Berlin. From 2004 to 2007 he was a lecturer at the University of Sheffield, and from 2007 to 2017 he held appointments in international commercial and financial law at King's College London. He is admitted to the bar in Germany and practises as a registered European lawyer in England and Wales. He advises on matters of
international corporate, insolvency, and capital markets law.