Book contents
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- 4 Incorporating the company
- 5 Constituting the company's share capital
- 6 Increasing the company's capital
- 7 Distribution of dividends and maintenance of share capital
- 8 Repurchases of shares
- 9 The nature of shares and classes of shares
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- References
- Index
4 - Incorporating the company
from PART II - The corporation and its capital
- Frontmatter
- Contents
- List of figures
- List of tables
- Preface and acknowledgments
- Glossary
- List of abbreviations
- Table of cases
- Table of legislation
- PART I The essential qualities of the corporation
- PART II The corporation and its capital
- 4 Incorporating the company
- 5 Constituting the company's share capital
- 6 Increasing the company's capital
- 7 Distribution of dividends and maintenance of share capital
- 8 Repurchases of shares
- 9 The nature of shares and classes of shares
- PART III Governing the corporation
- PART IV Corporate combinations, groups and takeovers
- References
- Index
Summary
Required reading
EU: First Company Law Directive, arts. 11, 12
D: AktG, §§ 23–41; GmbHG, §§ 1–11
UK: CA 2006, secs. 7–20
US: DGCL, §§ 101–108, 124; Model Act, § 2.04
Incorporation procedures and liability for transactions
The procedures for setting up a corporation and the liability incurred by persons purporting to represent it before the incorporation process is complete are substantially similar in the UK, Germany and the US, but do still display interesting differences. Differences arise from the types of documents that must be filed and the contents of such documents. Where, as in the UK, the composition of the board and the mode of appointing directors are determined solely by the constitutional documents, the drafting of these documents takes on more importance than in Germany, where such important matters are determined without exception by the Aktiengesetz. Differences also arise where one jurisdiction has mandatory prerequisites not found in the law of the other. Where, as in the EU, strict procedures are prescribed for the constitution of a mandatory amount of minimum capital, the process of incorporation can become much more formal and time-consuming. These aspects can in turn affect the court's determination of fairness when incorporators enter into contracts before the body corporate has come into existence. Incorporation procedures thus exemplify the workings of corporate law models ranging from the most formalistic to the most informal, as well as how courts may react differently to problems thrown out by different statutory configurations.
- Type
- Chapter
- Information
- Comparative Company LawText and Cases on the Laws Governing Corporations in Germany, the UK and the USA, pp. 131 - 164Publisher: Cambridge University PressPrint publication year: 2010