{"product_id":"corporate-opportunities-a-law-and-economics-analysis-9781509953226","title":"Corporate Opportunities: A Law and Economics","description":"\u003cb\u003eBook Synopsis\u003c\/b\u003e\u003cbr\u003eThis monograph provides a comprehensive analysis of corporate opportunities doctrines from a comparative perspective. It looks at both common law and civil law rules and relies to a large extent on a law and economics approach.    This book broadens the conventional view on corporate opportunities, a vital step in light of the adoption of corporate opportunities rules in civil law jurisdictions and in light of investors’ ever-changing strategies. This approach considers institutional complementarities and especially industrial complementarities. The book thus explores several jurisdictions and their economic and industrial environments, whilst also assessing the impact of globalisation onto legal reform. Furthermore, it analyses the problems related to the application of corporate opportunities rules to cross-border venture capital.  In normative terms, the book advances one main stance, articulated in three points: first, it proposes different sanctions for undisclosed and disclosed misappropriations, supporting the core idea that sanctions should be set against disclosure and not authorisation. Secondly, it advances the idea that sanctions against undisclosed misappropriations should be more severe than the ones presently applied.  Thirdly, it considers the possibility of a more flexible treatment of disclosed misappropriations.  This study is positioned at the intersection of several fields, providing a lens into a much broader range of dynamics that will be of interest to a varied international readership, and offering a window into the broader institutional dynamics at work in centres of innovation (eg Silicon Valley and industrial districts in other jurisdictions).  It is rooted in law and economics, but the emphasis is placed on how corporate opportunities rules fit within a broader set of institutional dynamics that affect innovation, industrial efficiency, and economic competitiveness.\u003cbr\u003e\u003cbr\u003e\u003cb\u003eTable of Contents\u003c\/b\u003e\u003cbr\u003e\u003cb\u003e1. Corporate Opportunity Legal Paradigms and Industrial Development: From Localised Business to Trade and Financial Globalisation \u003c\/b\u003e I. Introduction  II. A Concise Overview of the Debate on Corporate Law Convergence and Divergence  III. The Evolution of Corporate Opportunity Rules in Light of the Varieties of Capitalism Theory – A Comparison between British and Italian Law  IV. The UK Corporate Opportunity Rules and the Shift from an Industrial-Based to a Financial Services-Based Economy V. Italian Directors’ Duty not to Compete with the Company and Corporate Opportunity Rules in a Diversified Economic and Industrial System  VI. Concluding Remarks on the Comparison between the UK and Italy  VII. Corporate Opportunity Rules and the Development of the Spanish Economy from Autarchy to Internationalisation  VIII. Conclusion    \u003cb\u003e2. A Cost-Based Analysis of Corporate Opportunity Doctrines \u003c\/b\u003e I. Introduction  II. The Economic Effects of Corporate Opportunity Doctrines and their Connection to the Duty of Loyalty of Directors  III. Deterring Misappropriations and Containing Agency Costs  IV. Protecting the Long-Term Business Development of the Corporation and Reducing Hold-Up Costs  V. Non-Patentable Technological Innovation and a Corporate Opportunity Doctrine Dilemma: The Costs of Protecting v Diffusing Innovation  VI. Bargaining Over Corporate Opportunities, Setting Appropriate Remedies and Reducing Transaction Costs  VII. Conclusions    \u003cb\u003e3. An Economic Analysis of the Remedies for the Misappropriation of Corporate Opportunities \u003c\/b\u003e I. An Introduction to Deterrence from a Philosophical and Economic Perspective  II. The Dismissal of a Company’s Director as a Consequence of a Misappropriation of a Corporate Opportunity  III. Gain-Based Remedies in Common Law: Account of Profits and Disgorgement of Profits Assisted by a Personal or Proprietary Constructive Trust  IV. Gain-Based Remedies in Civil Law Jurisdictions: The Spanish ‘Enriquicimiento Injusto’ and the German ‘Eintrittsrecht’  V. Damages Awards for the Misappropriation of Corporate Opportunities in Common Law and in Civil Law Jurisdictions  VI. Punitive (or ‘Exemplary’) Damages for the Misappropriation of a Corporate Opportunity  VII. Criminal Sanctions for the Misappropriations of Corporate Opportunities: Notes with a View to the Future Law  VIII. The Viability of Temporary Remedies: Injunctions and \u003ci\u003eAstreintes \u003c\/i\u003e IX. Reputational Sanctions as a Consequence of the Misappropriation of a Corporate Opportunity and the Difficulties of Quantification  X. Conclusions    \u003cb\u003e4. Bargaining Over Corporate Opportunities as the Central Objective of Corporate Opportunity Doctrines \u003c\/b\u003e I. Introduction: Leaving Behind the Property versus Liability Rules Debate – A Destructured Approach to Bargaining  II. Models for the Analysis of Bargaining Over Corporate Opportunities  III. Assumptions Underlying the Analysis of Bargaining Over Corporate Opportunities  IV. The Protection of Entitlements to Exploit Corporate Opportunities and Disclosure  V. Negotiation and the Protection of Entitlements to Exploit Corporate Opportunities  VI. Residual Post-Negotiation Efficiency Profiles and the Protection of Entitlements to Exploit Business Opportunities  VII. Notes on the Taking of Corporate Opportunities in a Repeated Game Context  VIII. A Normative Benchmark for Continental European Corporate Laws  IX. The State of the Art in Anglo-American and in Continental European Corporate Laws  X. Conclusion    \u003cb\u003e5. Corporate Founders and Corporate Opportunities in Highly Innovative Environments \u003c\/b\u003e I. Introduction  II. The ‘Lone Genius’ versus the Team, from Leonardo and Edison to the ‘Industrialisation of Invention’  III. Limited Convergence in Corporate Opportunity Rules, Divergence in Corporate Opportunity Remedies  IV. Founders under the Lens of IP Theory: Do Employee Innovation Incentives Apply?  V. Overview of an Evolving Research Field – Institutional Economics, Corporate Governance and Innovation  VI. At the Core of Technological Innovation: Creation, Circulation and Combination of Knowledge Building Blocks  VII. Technologic Innovation Traditional ‘Taxonomy’ versus Disruptive Innovation  VIII. Corporate Founders and their Incentives to Innovate within a Corporation: Founders’ and Corporations’ Perspectives  IX. Founder-Led Innovation and the Corporation in the Light of Modern High-Tech Innovation Strategies  X. You are Smart, You have Great Ideas! European or US Finance? Implications for the Private Ordering Debate  XI. Conclusions    \u003cb\u003e6. Corporate Opportunities and Venture Capital \u003c\/b\u003e I. Introduction  II. The Cross-Border Dimension of Venture Capital: Old and New Policy Questions  III. The Multi-Layer Dimension of the Conflict of Interest in Venture Capital  IV. The Relationship between Venture Capitalists and Entrepreneurs: Business Opportunism, Unilateral, Bilateral and Multilateral Risks of Misappropriations  V. Complicating the Taxonomy: Corporate Venture Capital and the Corporate Opportunity Paradigm  VI. Welcoming Cross-Border Venture Capital in Europe: Why do Corporate Opportunities Matter?  VII. Conclusion    \u003cb\u003e7. Corporate Opportunity Doctrines: One Size Fits All or Multiple Efficient Solutions? \u003c\/b\u003e I. An Overview of the Debate on Private Ordering in Corporate Law  II. Does One Size Fit All? A Contract-Based Approach  III. The Absence of a Clear Definition of ‘Corporate Opportunity’: Weakness or Strength?  IV. The Limited Effectiveness of an \u003ci\u003eEx Ante \u003c\/i\u003eAuthorisation to Take Corporate Opportunities  V. The Benefits of a Waiver for Corporate Opportunities  VI. Rules on Resigning Directors and their Vital Importance for Venture Capital  VII. Remedies in Civil Law: How to Overcome the Intrinsic Weakness of a Remedial System Lacking Equity Remedies  VIII. 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