Category Archives: Business Organisation
Claire Hill, ‘What Should Caremark Encompass?’
ABSTRACT Under In re Caremark International Inc Derivative Litigation, decided in 1996, directors are required to oversee corporate compliance and can be liable for breaching their fiduciary duties if their oversight efforts do not suffice. Since it was decided, Caremark has been very influential, notwithstanding its high bar to liability. Notably, its influence far exceeds […]
Micheler and Chim, ‘Real Entity Theory Without Metaphysics: How Organizations Shape Corporate Law: A Response to Stephen Bainbridge and Susan Watson’
ABSTRACT This paper defends real entity theory against critiques by Bainbridge and Watson. Drawing on organizational behavior scholarship, it distinguishes organizations/firms as social entities with autonomous structures from corporations/companies as legal vehicles. The theory explains corporate law doctrine without metaphysical claims, acknowledging that corporations act through humans and require statutory incorporation. Micheler, Eva and Chim, […]
‘Democratic socialism and the law’, Inaugural Lecture by Ewan McGaughey (15 October 2025)
Are democracy and socialism compatible? Does democratic socialism work? And what is its relation to the law? This inaugural lecture shows that democratic socialism is the dominant political model in wealthy democracies, overwhelmingly popular among voters, and the chief driver of human progress. It explains how democratic socialism was built through the understanding of capitalism’s […]
Raj Ashar, ‘Insider Trading in the Era of Event Contracts’
ABSTRACT In recent months, trading in prediction markets offering event contracts has skyrocketed. Users can wager on the ratings of movies, sports, words used in speeches, and even the weather. While faced with some early legal challenges, these platforms now appear to have the blessing of the Commodity Futures Trading Commission (CFTC). But as these […]
Daniel Harris, ‘The Litigation Hazards of Corporate Formalities and How To Avoid Them’
ABSTRACT This Article explains how and why the formality of corporate separateness can create problems for plaintiffs and what steps plaintiffs’ lawyers can take to avoid those problems. Harris, Daniel, The Litigation Hazards of Corporate Formalities and How To Avoid Them (September 15, 2025).
Zehra and Wong, ‘A Duty to What? A Closer Account of Rukhadze’
ABSTRACT This case note comments on the recent UKSC case Rukhadze v Recovery Partners GP Ltd, wherein the Appellants sought to challenge the no-profit rule in favour of a but-for test in account of profit claims against fiduciaries. It considers contested aspects of the judgment, including the relevance of but-for causation in fiduciary law, the […]
Emily Strauss, ‘Disclosures As Warranties’
ABSTRACT The federal securities laws are conventionally understood as a disclosure regime: they compel issuers to provide information to the market and back that mandate with strict liability under provisions such as Sections 11 and 12(a)(2) of the Securities Act. Yet this account is incomplete. This article reconceptualizes Securities Act liability through the lens of […]
Ahson Azmat, ‘Doing Things With Half-Truths’
ABSTRACT The first rule of disclosure in contract and tort is that there is no freestanding duty to disclose. But there is a catch. The law assures us that we can withhold sensitive information while insisting on a conditional duty to reveal if the information we elect to share is misleading absent further elaboration. The […]
Nathaniel Walker and James Tocher, ‘Cooper and Legler – deciphering the New Zealand Supreme Court’s message to trustees’
ABSTRACT This article explores two recent decisions of the New Zealand Supreme Court touching on issues related to trustee accountability – Cooper v Pinney and Legler v Formannoij. Legler, arising in the context of beneficiary challenge, appeared to tolerate a trustee-beneficiary appointing as sole trustee a company that she controlled. By contrast, Cooper, arising in […]
E Tendayi Achiume, ‘Corporate Borders: A Provocation’
ABSTRACT Scholarship and even political and policy discourse regarding migration and borders tend to focus on the migration of natural persons, and (inter)national borders as the domain of the nation-state, conceived of as an expression of the latter’s sovereignty. In liberal theory, nation-state borders are critical legal and political infrastructure of collective self-determination, bulwarks for […]