Category Archives: Business Organisation
Orts and Schafhäutle, ‘Corporate Fiduciary Duties and the Climate and Biodiversity Crisis’
ABSTRACT This Article argues that addressing one of the most urgent environmental challenges facing humanity today – the global climate and biodiversity crisis – calls for a transformation at the heart of corporate law: its fiduciary duties. After demonstrating how current corporate fiduciary duties are implicated in this crisis, we argue for reform of fiduciary […]
Fatjon Kaja, ‘The Asking Price of Incorporation: State Leverage and the Evolution of Corporate Purpose’
ABSTRACT This article advances a new perspective on corporate purpose, grounded in the institutional conditions under which corporate privileges are granted. Using a novel dataset of historical UK royal charters and a mixed-methods empirical strategy, the study shows that early corporations articulated specific, enforceable, and public facing purpose clauses because incorporation was a scarce privilege […]
Kidd and Mocsary, ‘Corporate Governance as Bloodsport’
ABSTRACT The modern Environmental, Social, and Governance (ESG) movement promotes diversion of corporate assets from shareholders to ‘stakeholders’. This is done in the name of a corporate duty to society. But ‘successful’ ESG efforts threaten the success of the corporate form by inviting rent-seeking. This conflict between ESG principles and established theories and norms of […]
Lipson and Evans, ‘Contractualizing Corporate Governance’
ABSTRACT The relationship between fiduciary duty and contract has never been clear. The law of fiduciaries has long constrained discretionary control of other people’s property, notably in corporate governance, where directors owe a corporation duties of care and loyalty. Yet, contract has also had the capacity to modify these duties in important – but uncertain […]
Lynn LoPucki, ‘Against Limited Liability’
ABSTRACT Limited liability is an entity characteristic that excuses the entity’s investors from liability for damages caused by the entity’s wrongful acts. Although prominent scholars have referred to limited liability as ‘one of mankind’s greatest ideas’, limited tort liability is a costly economic mistake. Limited liability channels investment away from projects that increase social wealth […]
Chałaczkiewicz-Ładna, MacNeil and Esser, ‘Defining Corporate Purpose: From Concept to Practice (Part 2)’
ABSTRACT Corporate purpose became a central focus of business practice and academic research. This paper presents a longitudinal empirical study (2018-2022) of 20 FTSE100 companies, analysing corporate documents to understand the concept of corporate purpose. Although corporate purpose has been widely examined, its practical operationalisation remains underexplored. This study addresses that gap by offering a […]
Kish Parella, ‘The Human Rights Obligations of Corporate Directors’
ABSTRACT Corporate directors and officers substantially influence how well – or poorly – a corporation addresses human rights risks. But their involvement is often hidden or misunderstood, despite the reality that many corporate human rights abuses occur because of explicit choices made by their leadership that, on many occasions, inevitably lead to human rights violations. […]
Gary Hunt, ‘Property, Power, and the Corporate Form: A Hybrid Theory of UK Company Law’
ABSTRACT This article reconstructs the theoretical foundations of UK company law through a hybrid framework integrating property theory, agency theory, managerialism, and the political economy of the ownership society. It argues that the corporate form is best understood as a property-structured governance architecture in which the company holds title to assets, directors exercise control as […]
Gad Weiss, ‘Safeonomics’
ABSTRACT Simple Agreements for Future Equity (or ‘SAFEs’) are now the primary way for early-stage startups to raise capital. By allowing investors to wire cash in exchange for a right to receive preferred stock in a future financing round, SAFEs enable startups to put their investor’s funds to work immediately while deferring the difficult conversations […]
Eric Orts, ‘People and Persons in Private Law: From Corporations to Non-Human Biological Entities to Artificial Intelligence’
ABSTRACT This chapter argues for a foundational distinction between people and persons in legal theory, philosophy, political theory, and other social science disciplines. The chapter contends that a failure to understand this distinction can lead to confusion in policy making, resulting in problematic interpretations that can then become recalcitrant social realities, such as the view […]