The groundwork for this text began in 2002 as materials for a course in “National and International Company Law” at the Institute for Law and Finance (ILF) in Frankfurt. Students were asked to read cases, statutory provisions and supervisory authority rules from the three jurisdictions, and then the comparisons were drawn in the lectures and class discussions. It was very much three courses packed into a single set of credit hours. We must thank those students of the first few years who voluntarily agreed to triple reading for a single course. Summary “notes” were then drafted to accompany the cases, following a classic US model for case books. As the synthesis and comparative analyses of the US, UK and German law gradually developed and took shape, the notes were extended into chapters, approaching their current form.

The text you see now aims: (i) to present the essentials of the company laws of all three jurisdictions on the topics covered; (ii) to guide the student through a comparative analysis by highlighting some of the techniques (such as understanding functions in context and the complementarities between individual sets of rules) and conclusions (company law as a set of default rules to address agency costs) advocated in the corporate and comparative law scholarship; and (iii) to allow students to conduct their own comparative study by giving them lengthy excerpts from cases in all three jurisdictions, references to the key statutory provisions and regulatory rules in each chapter, and questions for thought and discussion.