Table of Contents
Preface and Acknowledgments
Chapter 1 Introduction
Part One: Prevailing Norm and Its Failure
Chapter 2 Prevailing Norm: Increasing Shareholder Gain
2.1 Prevailing American Law
2.2 Prevailing British Law
2.3 Justification of the Law
Chapter 3 Critique of the Prevailing Norm: Considerations of Economic Efficiency
3.1 Externalizing Costs
3.2 Harming Corporate Interests
3.3 The Standard in the Prevailing Norm
3.4 Summary
Part Two: The Need for Legislation
Chapter 4 Contractual Solutions
4.1 The Contractual Argument
4.2 Critique of the Argument
4.3 Conclusion
Chapter 5 Market Solutions
5.1 Argument Based on Market Forces
5.2 Critique of the Argument
Chapter 6 General Regulatory Solutions
6.1 Argument Based on General Regulation
6.2 Critique of the Argument
6.3 Conclusion
Chapter 7 Corporate Law Solutions
7.1 Possibilities for Reform
7.2 Survival of Reforms
7.3 The Implications of the Reform
Part Three: Comparative Law
Chapter 8 The Law in American States: Constituencies Statutes
8.1 Description
8.2 Practical Effects
8.3 Evaluation
Chapter 9 Delaware: Fiduciary Duty of Corporate Officers
Chapter 10 Europe
10.1 Germany
10.2 The European Union
10.3 France
Chapter 11 Japan
Chapter 12 Overview
12.1 Comparison of Models of Corporate
Governance
12.2 The End of History? The Global Unification Debate
Part Four: The Preferred Law
Chapter 13 The Desired Goal: Corporate Model
13.1 Shareholder Model
13.2 Constituencies Model
13.3 Public Model
13.4 Corporate Model
Chapter 14 Significance of the Corporate Model
14.1 The Model and Common Arguments
14.2 The Model as a Natural Solution
14.3 The Difference between the Corporate Model and Other Models
14.4 The Flexibility of the Model
14.5 Special Case: Final Transactions
14.6 The Constitutionality of the Model
Chapter 15 Practical Effects of the Corporate Model
15.1 Specific Business Dilemmas
15.2 General Business Dilemmas
15.3 Summary
Part Five: The Preferred Law and Israeli Law
Chapter 16 Clause 11 of Israeli Corporate Law
16.1 Corporate Goal in Clause 11
16.2 The Novelty of Clause 11
Chapter 17 Content of the Objective Clause
17.1 “To Act According to Business Considerations”
17.2 “To Increase Profits”
17.3 “And To Allow Taking It into Account as a Consideration”
17.4 “Among Others”
Chapter 18 Purpose of the Objective Clause
18.1 Corporate Interests
18.2 Ambiguous Terms
18.3 Those Entitled to Impose the Norms
Chapter 19 Evaluation of the Influence of the Objective Clause
Chapter 20 Summary
Index of Sources
- Legislation
1.1 Israeli Legislation
1.2 Foreign Legislation
2. Rulings
2.1 Israeli Rulings
2.2 Foreign Rulings
3. Articles
4. Books
5. Reports and Policy Papers