Category Archives: Business Organisation
Anat Alon-Beck, ‘Delaware Beware’
ABSTRACT This article conducts an in-depth exploration of the dynamic competition among states to attract businesses and determine the legal framework governing corporations. It adopts an innovative market-centric viewpoint, treating corporate law as a product within the broader context of charter competition among US states. While the scholarly spotlight has predominantly shone on publicly traded […]
Jennifer Hill, ‘Hidden Fallacies in the Agency Theory of the Corporation’
ABSTRACT The agency or ‘nexus of contracts’ model of the firm has been the dominant corporate theory for more than four decades. The classical agency theory of the firm treats the corporation as a fictitious – and purely financial – vehicle, devoid of social connection or responsibilities. The theory also adopts a single-minded focus on […]
‘In Which Elon Musk Once Again Becomes a Classroom Hypothetical’
This time, it’s Brazil. If you’re not following the saga, the story is apparently that ex-Twitter, now controlled by Elon Musk (not the CEO, though; you can’t even really say he’s the owner without qualifying about the interests of other investors and – don’t forget – the debtholders), ignored the order of Brazilian Supreme Court […]
James An, ‘Dimensions of Private Benefits of Control’
ABSTRACT The term ‘private benefits of control’ refers to the privileges and advantages that accrue to the controlling shareholders of corporations at the exclusion of minority shareholders. Analyzing these private benefits helps scholars understand how control affects the parties to the corporate contract and how to better mitigate the negative consequences that result when ownership […]
Katharine Jackson, ‘Public and Private Fiduciaries: Agents, Trustees, and the Politics of Acting for Others’
ABSTRACT Over the past decade, political and legal theorists began conscripting private fiduciary law to help delimit and define the duties of public officials. While enlisting additional legal prophylactics against arbitrary government may have appeared especially appealing during a Trump administration characterized by corruption and racism, this Article argues that straightforwardly applying fiduciary doctrine to […]
Luca Enriques, ‘Related Party Transactions’
ABSTRACT The chapter provides a legal and policy analysis of transactions between a corporation and one of its ‘related parties’. It first highlights the reasons why related party transactions (‘RPTs’) are so common around the world. Next, it better identifies the phenomenon as a specific form of potentially abusive behavior by dominant shareholders and managers, […]
Chesler and Porter, ‘Contracting for the Company’s Culture’
ABSTRACT Company culture is not a new phenomenon. A company’s culture has always been relevant to employee retention and financial success, but recently its importance cannot be understated. Companies are not immune from the culture wars that divide the United States and countries across the globe. Increasingly, companies have become participants-willingly or not-in a wide […]
John Wood, ‘When is an administrator an “officer” of the company?’
When a company becomes insolvent, particularly if it is a large company, this will often mean that there will be a large-scale redundancy process. The requirements of the process can be technical, but there is a list of obligations that must be adhered and these are set out within the Trade Union and Labour Relations […]
Colin Mayer, ‘Success, Law and ESG’
ABSTRACT The notion of corporate success lies at the heart of directors’ duties in many corporate laws. Freedom of incorporation conferred considerable discretion on companies to determine the nature of their success and create financial value for their investors, subject to conforming with laws and regulation. However, this increasingly came into conflict with the interests […]
Hayden and Bodie, ‘A Democratic Participation Model for Corporate Governance’
ABSTRACT Corporate law is in the grip of a fundamental conundrum: whether corporations should seek only to serve shareholders or instead attend to the interests of all stakeholders. The doctrine of shareholder primacy, which focuses the corporation’s attention on the goal of maximizing shareholder wealth, has been startingly successful, capturing the theory and practice of […]