Category Archives: Business Organisation
Bubb and Cohen, ‘Splitting Caremark’s Atom’
ABSTRACT Corporate law does more than police managers for investors. Through the fiduciary duty of oversight, it also enlists boards and shareholder plaintiffs in promoting corporate obedience to public law. Delaware has fused those two projects – policing agency costs and facilitating public ordering – into a single standard: an unstable structure we call Caremark’s […]
James An, ‘Stakeholders and the Means of Corporate Control’
ABSTRACT Contemporary debates over corporate governance reform center around boards of directors. Scholars and policymakers alike propose stakeholder voice, especially boardroom representation, as the primary remedy for harms to noninvestor constituencies. Codetermination mandates, constituency duties, and similar reforms share a single premise: corporations serve shareholders because shareholders elect the board. However, that logic sits uneasily […]
Paul Davies, ‘Parent Company Liability in the UK: Corporate Law, Tort and Private International Law’
ABSTRACT Applying the linked doctrines of separate legal personality and limited liability within corporate groups has long been a controversial issue in many legal systems. In contrast, their application between free-standing companies and their shareholders can be defended on a number of grounds, which, although not accepted by all commentators, have satisfied the law-makers in […]
Mihailis Diamantis, ‘Aristotle on Corporate Purpose’
ABSTRACT As the debate between shareholder and stakeholder views of corporate purpose tumbles on, it’s time Aristotle had his say. From the law’s point of view, corporations straddle the ontological line between people and artifacts. For Aristotle, people have fixed ends, or teloi, endowed by their nature that distinguishes right from wrong ways of being. […]
Martin Edwards, ‘Equity, Private Ordering, and Corporate Law’
ABSTRACT Equity, private ordering, and law are the cornerstones of corporate governance. Courts and scholars regularly hold forth on the interaction between them, drawing the lines separating them ever more finely. According to most scholars and judges, fundamental tensions beset these interactions. Among them: Contractarian theory cannot account for mandatory rules of corporate law. Private […]
Cheffins and Reddy, ‘The Stewardship Code and Shareholder Engagement: The End of the Road’
ABSTRACT Since the Financial Reporting Council (‘FRC’) issued the initial version of the Stewardship Code in 2010, fostering shareholder engagement in publicly traded companies has been a core element of the Code. When the FRC promulgated the 2020 Stewardship Code the FRC was responding to evidence that prior versions had fallen short on the shareholder […]
Christopher Snowdon, ‘The Corporate Playbook’
ABSTRACT The Corporate Playbook examines the growing tendency of corporations to engage in social, political, and environmental advocacy beyond their traditional commercial roles. The paper argues that stakeholder capitalism and environmental, social, and governance (ESG) initiatives have encouraged firms to pursue objectives that may conflict with shareholder interests and dilute corporate accountability. Through historical analysis […]
Gonzalo Larrea, ‘The Quest for “Corporate Sustainability”: Reconciling a Multi-Layered Concept with Competitiveness’
ABSTRACT ‘Corporate sustainability’ has recently become a central concept in regulation, particularly within the European Union. Yet, despite its widespread use, the term remains conceptually vague and legally fragmented. This article critically examines how EU law conceptualizes and operationalizes corporate sustainability. It demonstrates that there is no unified legal definition; rather, the EU adopts a […]
Shawn Bayern, ‘Autonomous Organizations and the Decline of Anthropocentric Law’
ABSTRACT This article charts the legal and technological developments that have enabled nonhuman systems, such as artificially intelligent software, to take actions that have significant consequences under private law, such as the making of contracts, the management of companies, and the incursion of tort or restitutionary liability. Because of these developments, it is important to […]
Dara Omolaja, ‘No Single Law, No Vacuum: Director Duties and AI Under Existing Canadian Law’
ABSTRACT Canada does not have a single, comprehensive statute governing artificial intelligence. The proposed Artificial Intelligence and Data Act died on the order paper in January 2025 and has not been reintroduced. This absence is frequently treated, in both practice and commentary, as a regulatory gap. This article argues that it is not. The directors […]