Category Archives: Business Organisation
Vargzhese George Thekkel, ‘The No Reflective Loss Principle Is Not An Old-Fashioned Corporate Law Relic’
ABSTRACT Shareholders are not allowed to bring actions for damages due to a fall in share value or loss of dividend, which are ‘reflective’ of their company’s loss. Later, this principle also found its application to ‘reflective’ losses of employees and creditors. The Supreme Court, however, in Marex Financial v Sevilleja, unanimously held that the […]
‘Racial Goals and Private Companies: What’s Legal and What’s Not’
Atinuke Adediran, ‘Racial Targets’, 118 Northwestern University Law Review 1455 (2024). In the wake of the extrajudicial murders of George Floyd and Breonna Taylor, millions protested across the US and worldwide against the racial and social injustices that persist within society. The 2020 ‘racial reckoning’ protests were the largest racial justice demonstrations in the US […]
Lee and Fricotté, ‘DAO Token Transferability: Property, Contract, and Technology’
ABSTRACT A Decentralised Autonomous Organisation (DAO) is a new form of digital enterprise that operates on blockchain networks. It enables a new model of collaboration through diverse capital contributions and equitable sharing of benefits and risks. This paper explores the legal dimensions of DAO token transferability, a vital aspect for the expansion of DAO operations. […]
Gindis and Hodgson, ‘The Legal Nature of the Firm’
ABSTRACT In 2023 The Economist noted that a ‘realistic theory of the firm was in prospect’ in the 1990s but lamented that ‘three decades on, it is no closer’. Indeed, prevailing contractual theories of the firm, inherited from Ronald Coase and others, are unable to account for what Bengt Holmström described as one of the […]
‘Equity, Conscience and Commercial Morality’ (UNSW Law Journal thematic issue)
Corporate Alter Ego Liability in Equity (Jamie Glister and Calida Tang) Remedies and the Baumgartner Joint Endeavour Principle: Aspects of the Minimum Equity Rule (Maxen Williams) Terminating Fiduciary Obligations: Is There a Duty of Loyalty to Former Clients? (Jack Zhou) Proportionate Liability for Breach of Trust under the Civil Liability Act: An Opiate on the […]
Esser and Riley, ‘Corporate Liability Within Groups: Human Rights and Tort Law Perspectives’
ABSTRACT In this paper, we examine the regulatory issues that arise in protecting the interests of ‘outsiders’ from misbehaviour by corporate groups. We focus on two areas of substantive regulation, the application of human rights norms to groups, and subsequently the application of tort law (delict) in this context. In each section, we seek to […]
Ewan McGaughey, ‘Enterprise law and the eclipse of corporate law’
INTRODUCTION ‘The company’, argued Gower and Davies: Principles of Modern Company Law in 2003, ‘is a dominant institution in our society, and all the more so with the retreat in recent decades of the government-owned or public sector of the economy’. To the extent that this was true, ‘the company’ has been a spectacular failure. […]
Abraham Cable, ‘Stock Options of Adhesion’
ABSTRACT Many startup employees do not negotiate or seriously investigate their stock option agreements. On its face, this is concerning because stock options and other forms of equity compensation are considered a key part of the Silicon Valley system. Accordingly, scholars and regulators have called for fundamental reform of securities laws in the name of […]
Hofri-Winogradow and Maimon-Blau, ‘Business Courts as Loci of Privilege: the Business Judgement Rule Abroad’
ABSTRACT Business courts can function as loci of privilege, both institutional and substantive, expressing a clear privileging of business as a sphere of social action. Using an original case study, we show how establishment of a new business court privileged businesspersons in two ways: by providing them with expert judicial services, and by receiving into […]
Vivienne Brand, ‘Directors’ duties and AI regulation’
ABSTRACT Companies are powerful initiators and adopters of AI, as they have been of previous industrial revolutions. Their boards of directors and the regulatory frameworks that govern directors will inevitably influence the development and implementation of AI. However, despite intense attention to AI regulation the regulatory contribution of directors’ duties remains relatively unexamined. This article […]