Category Archives: Business Organisation

Benjamin Johnson, ‘A Theory of Corporate Fiduciary Duties’

ABSTRACT Corporate law lacks a general theory of a board’s power as fiduciary, and consequently, the law governing corporate fiduciary duties is notably unstable. This Article offers a novel theory that grounds corporate fiduciary duties in stronger microeconomic and legal foundations. The theory, coined the Judicial Monitoring Model (JMM), shows that even imperfect judicial monitoring […]

Hannes, Libson and Parchomovsky, ‘The ESG Gap’

ABSTRACT The corporate world is undergoing a transformation: there has been a dramatic influx in demand for companies to promote environmental, social, and governance (ESG) values. Yet these preferences do not necessarily translate into effective corporate actions. In this Article, we underscore the structural problems that prevent such preferences from steering the corporate ship full […]

Sanjukta Paul, ‘Labor Law, Ownership and the Firm’

ABSTRACT Labor law has its own working theory of the business firm – not derivable from another area of law – which is more explicit than other areas of law in positing a basic hierarchy of intrafirm governance, which the affirmative provisions of labor law are then taken to (partially) modify. This is true across […]

Susanna Kim Ripken, ‘Multiple Personalities Incorporated: Accepting the Multi-Dimensional Personhood of the Modern Corporation’

ABSTRACT One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others […]

Mark Ortega, ‘Finding a Core of Sustainability in Directors’ and Officers’ Fiduciary Duties’

ABSTRACT Directors and officers have a fiduciary duty to act in the best interests of a corporation and its shareholders. Yet corporations may be employing unsustainable, short-term business models that fail to properly account for financial and systemic risks that could harm the corporation in the long term. This paper asks whether there is, embedded […]

James An, ‘Substance and Process in Corporate Law’

ABSTRACT The central purpose of corporate law is to facilitate the relationship between the shareholders who provide the corporation’s equity capital and the managers who make the bulk of corporate decisions. Although select aspects of corporate law considers the economic merits of those decisions (‘substance’), the bulk of corporate law regulates the procedures by which […]

Schillig, Kletzer and Balcau, ‘Smart Restructuring Tokens’

ABSTRACT Statutory restructuring frameworks in many jurisdictions seem to be in almost constant reform mode. Despite notable successes for large corporates with significant resources, the utility these new restructuring frameworks can offer to small and medium sized entities is usually very limited. In this paper, we offer a restructuring solution for any firm that issues […]

Chalaczkiewicz-Ladna, Sojka and Jerzmanowski, ‘To Whom Polish Directors Owe Their Duties – Between Shareholder Primacy and Political Agenda’

ABSTRACT Poland is traditionally portrayed as a shareholder primacy jurisdiction – the legislation is silent on this, but it is confirmed by the Polish legal academia and the case law. Interestingly, the focus on shareholder value in Poland is not ‘transplanted’ from the common law jurisdictions, but it is rather derived from the liberal model […]

Wu and Zhong, ‘The Equity Market Response to Climate Change Litigation’

ABSTRACT We document a significant decline in defendants’ stock prices after the filing of litigation cases on climate change issues against them in the US. Economically, we document a 0.5% decline on the filing day and a 2.7% cumulative abnormal decline in the eight days following the filing. Cross-sectional analysis shows that the negative response […]

Liam Cronan, ‘Of Property and Pilgrims: The Myth of Communal Property and the Realities of Corporate Charters and Land Tenures in Plymouth Colony’

ABSTRACT Each Thanksgiving, journalists discuss and debate the ‘communal’ ownership of land that allegedly existed in Plymouth Colony in the 1620s and its transition to ‘private’ property, supposedly providing an early glimpse of socialism versus capitalism in America. Recent law review articles have uncritically accepted this view. This article, by contrast, seeks to challenge this […]