Required reading

1. EU: First Company Law Directive, art. 1

2. D: AktG, § 1

3. UK: CA 2006, secs. 1, 3, 4

4. US: DGCL, § 101(b); Model Act, §§ 1.40(4), 3.01(a)

Approaching comparative company law

The approach coordinates

The disciplines of “comparative law” in general and “comparative company law” in particular are natural companions to the globalization of social, political and economic activity. The course of economic and political developments in recent decades has thus increased the amount of comparative law taking place at every level, whether it be that of fact-oriented practitioners, result-seeking legislators and development agencies, or theory-focused academics. Each of these activities has its own interests, priorities and goals. Nevertheless, there are certain “approach coordinates” that mark the path for all their comparative studies. 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.

Just as the merchants who engaged in the earliest forms of international trade developed a commercial law that was trans-jurisdictional,so today merchants and their counsel are often at the forefront of comparative legal activity. When a transaction spans international borders, the persons responsible for structuring it must of necessity become corporatists. As Professor Klaus Hopt has observed, lawyers and legal counsel “are the real experts in both conflict of company laws and of foreign company laws … Working out the best company and tax law structures for international mergers, and forming and doing legal work for groups and tax haven operations, is a high, creative art.”