Category Archives: Business Organisation
Roberto Tallarita, ‘The Logic of Ratification (from Justinian to Elon Musk)’
ABSTRACT A controversial case on Elon Musk’s $56 billion pay has laid bare our poor understanding of ratification in corporate law and possibly in other legal domains. What exactly is ratification and what is its internal logic? In this Article, I reconstruct the concept of ratification within a general theory of shared power and show […]
Alvaro Pereira, ‘Selective Flexibility: The Hidden Evolution of Startup Corporate Law’
ABSTRACT This Article challenges the longstanding assumption that corporate law is largely irrelevant to startup companies and venture capital (VC). Through a novel cross-country legal index covering twenty years and twelve jurisdictions, it shows that corporate laws have evolved through a process of ‘selective flexibility’, in which certain legal barriers to VC deals are lifted, […]
Heikki Marjosola, ‘Legitimating Corporate Power: Shareholderism versus Stakeholderism’
ABSTRACT This article assesses the legitimising strategies of ‘shareholderism’ and ‘stakeholderism’ through the dual lenses of input and output legitimacy widely used in political theory. Here, output legitimacy evaluates corporate decision making by its contribution to societal welfare, whereas input legitimacy requires that corporate decisions reflect the preferences of its legitimate stakeholders. On both fronts, […]
Smith and Davis, ‘Al-Thani and another v Al Thani and others [2024] UKPC 35 – creative arguments and the transmissibility of shares following the death of a shareholder’
ABSTRACT This article discusses the recent decision of the Privy Council in Al-Thani & anr v Al Thani & ors [2024] UKPC 35, which considers whether shares are classified as moveable or immovable property under the law of the British Virgin Islands and the implications of this on their transmissibility following the death of a […]
Huys, Kuzma, Olexiuk, Gupta and Aitken, ‘The Impact of Private Climate Change Litigation and Recent Competition Act Amendments on the Canadian Energy Sector: Regulatory and Legal Developments Shaping the Path Forward’
ABSTRACT This article examines the rise of private climate change litigation in Canada, focusing on efforts to hold corporations accountable for their contributions to climate change and their environmental representations. Canadian courts are increasingly engaging with climate claims, despite ongoing challenges such as a reluctance to interfere with corporate discretion. These cases draw on tort, […]
Raza, ul Haq and Schikuta, ‘When Supply Chains Think for Themselves: Blockchain, Smart Contracts, and Autonomous DAOs’
ABSTRACT A complex supply chain network is a system of interconnected businesses, people, and resources involved in producing and distributing a product or service. The complexity of these networks arises from the many stakeholders and intermediaries involved, as well as the interdependencies between them. Sharing data, storing transactions, increasing transparency and traceability, and preserving the […]
Adefolake Adeyeye, ‘When the rubber hits the road: corporate law and the net zero objective’
ABSTRACT The Climate Change Act includes a 2050 net zero target. Achieving this goal requires collaboration from the government, the private sector, and citizens. This article focuses on the critical role of the private sector and examines how corporate law seeks to facilitate the net zero objective. Despite these intentions, there is a disconnect between […]
‘The Comparative Challenges of Cooperative Corporate Governance’
Ville Pönkä, ‘Investor Shares in Cooperative Financing: A Comparative Legal Analysis’, 36 European Business Law Review 341 (2025). Popular dissatisfaction with economic life has emerged as a growing challenge to countries across the globe. Magnified by growing inequality, this dissatisfaction stems from a sense that dominant economic institutions can no longer be relied upon to […]
Pearlie Koh, ‘The Shareholder’s Standing to Challenge the Exercise of Directorial Power: Tianrui (International) Holding Company Ltd v China Shanshui Cement Group Ltd’
ABSTRACT An enduring problem with the proper purposes duty is the apparent right of the shareholder to enforce the same despite the duty being owed to the company. The cases on the proper purpose duty have thus far simply assumed the right of the shareholder to do so without dealing with the question of standing. […]
‘Saying Yes, But Meaning No – Rethinking Coercion in Debt Reorganizations’
Vincent SJ Buccola and Marcel Kahan, ‘Getting to Yes: The Role of Coercion in Debt Renegotiations’, 17 Journal of Legal Analysis 166 (2025). In ‘Getting to Yes: The Role of Coercion in Debt Renegotiations’, Professors Vincent Buccola and Marcel Kahan offer a deep and clarifying intervention in a murky but critical corner of modern corporate […]