My friend and corporate law colleague Marco Ventoruzzo (Penn State Law and Bocconi University) recently let me know that he and several others–Pierre-Henri Conac, Gen Goto, Sebastian Mock, Mario Notari, and Arad Reisberg–have published a coauthored teaching text entitled (and focused on) Comparative Corporate Law. As someone who has taught that subject (as well as comparative and cross-border mergers and acquisitions) in the past, I have been very interested in taking a look at the book–the first of its kind, as far as I know. Luckily, I was able to grab a review copy from the publisher, West Academic Publishing (American Casebook Series), at the Southeastern Association of Law Schools (SEALS) conference, which I am attending this week. This post shares a bit about the book (based on a relatively quick examination–peeking more closely into some chapters than others) and my ideas for teaching from it.
I recommend the book and would use it in a course I would teach on the subject matter. The content is really wonderful. Nearly everything I need as a foundation for a course in comparative or cross-border corporate law is included. However, I have a few general criticisms, primarily based on my personal teaching perspective, that I will note in this post.
The foreword frames the purpose and overall structure of the book well. The rise of multinationals and a more intense competitions for incorporations (and business chartering more generally) make the subject matter increasingly important. In fact, the business associations casebook that I coauthor (with Doug Branson, Mark Loewenstein, Marc Steinberg, and Manning Warren, soon to be in its third edition) includes comparative corporate law references where possible and productive.
The body of the book consists of an author's note on methodology at the beginning of the text, an author's note in summary at the end of the text, and 12 concise chapters in between, most of which (after the first chapter's introduction to the material–offering reasons for the study of comparative corporate law and basic foundational material, among other things) are devoted to comparative doctrine. I would assign the first chapter, 34 pages long, over two one-hour class meetings, I think. It's a bit too long and involved for one introductory session, yet perhaps a bit too short for two.
The second chapter is a behemoth–almost 92 pages long–and covers choice of law and regulatory competition. The material in this chapter is incredibly rich. Yet, as I skimmed through it, I wondered whether and how I would use all of it for the type of class I commonly teach. It does include the expected material–freedom of incorporation, the internal affairs doctrine, enforcement and dispute resolution issues in forums and outside the state of incorporation, etc. The level of detail on these points is more than what I would need, however, for the typical course I would teach on this subject. Having said that, there is a lot here to choose from, and the book is not too long in total. So, I likely would just pick and choose from the second chapter in constructing my syllabus.
The remaining chapters cover the following topics:
- incorporation and limited liability;
- corporate finance;
- corporate governance;
- director liability and fiduciary duties;
- shareholder litigation;
- shareholder agreements;
- mergers and acquisitions;
- takeovers;
- insider trading; and
- international dispute resolution.
Great stuff. A few things missing from this list that I normally teach in my comparative/cross-border courses include international securities regulation (although there is a bit of this in the corporate finance chapter), professional responsibility across borders, drafting corporate law documents in a multinational context, and the political dimension of incorporation and cross-border activities (although some of these are covered more in my cross-border mergers and acquisitions courses than in my comparative corporate law courses). It may be that some of these topics are covered within some of the chapters on other topics-something my brief review of the text did not reveal. Regardless, it would be easy to supplement the text on these matters, if an instructor chose to do that for his or her course.
The overall length of the book (in terms of the number of pages) seems about right. And the case material is edited back to manageable lengths. Apropos of the comment I make above regarding Chapter 2, however, I admit that I struggled a bit with how to split up the material in some of the chapters into class-meeting-sized chunks for a course syllabus as I looked at the number of pages and topics in each chapter. I likely would omit material in some of the doctrinal chapters, as I suggest above that I would do with respect to assigned readings from Chapter 2.
There is no teacher's manual for the book. If a teacher's manual is well written (and many are not), I often find it useful. The authors' guidance on assignments and ways to use the material in this book certainly would be welcomed by me–and, I suspect, others. Of course, those teaching a two-credit-hour offering will have a harder time assigning material for their course than those teaching three (or more)-credit-hour courses. Perhaps, in lieu of a full-blown teacher's manual, the authors would consider informally making suggestions (through the publisher or otherwise) for the assignment of materials from their book . . . . Just a thought.
So, in sum, this is a needed, novel text with some super content. It's well worth consideration for use by any instructor teaching comparative or cross-border business law offerings. If I were granted one wish about the book (and I told Marco this early on–when he first told me he was working on this book), it would be that it be issued in paperback for easier use in study abroad programs (in which I have taught many of my comparative and cross-border courses). But the lack of a paperback version is not a deal-killer for me. Just a wish . . . .
Get a review copy of the book if you teach in this area. Let me know what you think.