Category Archives: Business Organisation
Atinuke Adediran, ‘Risky Business’
ABSTRACT Corporate law scholarship and doctrine have largely operated on the assumption that corporate shareholders are interested in financial goals, while corporate stakeholders, such as employees, consumers, and local communities, are interested in social and environmental goals, like diversity and inclusion and climate change. Because of this assumption, the law largely requires a corporation to […]
Tan, Toh and Lee, ‘Contractarianism and Wrongs in Minority Oppression’
ABSTRACT The two principal remedies in corporate law against abusive conduct toward minorities are the derivative action and the oppression action. The former allows a proper complainant to seek relief on behalf of the company while the latter provides non-controlling shareholders with various personal remedies where they establish oppressive conduct. The courts have recently proposed […]
Lund and Talley, ‘Should Corporate Law Go Private?’
ABSTRACT Delaware’s dominance in corporate law is traditionally attributed to its expert judiciary, extensive case law, specialized bar, responsive legislature, and insulation from interest-group lobbying – factors thought to produce a desirable product for firms. This Article challenges the continued viability of that formula, arguing that Delaware faces daunting challenges in maintaining an optimal corporate […]
Amir Licht, ‘Good Faith in Corporate Law: Between Cognition and Propriety, or Whose Conscience Is It Anyway?’
ABSTRACT This Article examines the dual nature of ‘good faith’ in legal discourse and its implications for corporate law. Good faith can denote an objective legal standard of conduct, requiring restraint in advancing self-interest and cooperation with others, or a subjective state of mind, defined by the absence of knowledge of adverse legal circumstances. These […]
Gregory Allan, ‘Insider rights as property rights: a historical analysis of the bindingness of the registered company constitution’
ABSTRACT This paper reassesses the genealogy of the registered company constitution, focusing on the enforceability against the company of individual shareholder rights in the articles of association. Orthodox accounts posit that the statutory covenant, now found in the Companies Act 2006, s 33(1), has since 1856 been the sole source of the constitution’s bindingness as […]
Light and Salzman, ‘Incorporating Nature’
ABSTRACT Over the past decade, businesses have faced unprecedented demands from governments and stakeholders to account for the risks they face from climate change as well as their firms’ impacts on climate. These very same demands have begun – in fits and starts – to focus on natural capital. Public and private efforts to incorporate […]
Patrick Corrigan, ‘The corporate governance trilemma’
ABSTRACT The thesis of this Article is that the ESG movement has been stunted by the failure to appreciate a trilemma: you cannot have responsive governance, liquid shares, and a credible commitment to social mission. The Article provides a novel descriptive account of corporate purpose and develops a transaction cost explanation for the collective action […]
Jonathan Hardman, ‘Corporate Law as Public Policy’
ABSTRACT Corporate law is a public policy balance. The state creates the corporation, and provides its legal features. ‘Micro’ aspects of the corporation, like separate legal personality, limited liability, and perpetual succession, were each provided by the state for public benefits rather than for their evident private benefits. Widespread utilisation of the corporation provides ‘macro’ […]
Ben Chester Cheong, ‘Sowing seeds of change: intergenerational justice in corporate law and governance’
ABSTRACT This article argues for a fundamental reimagining of corporate law through the lens of intergenerational equity and justice, a perspective that has received scant attention in the literature on corporate governance. It exposes the inherent weaknesses of the existing framework in promoting intergenerational equity and proposes an innovative intergenerational corporate framework. The article envisions […]
Tadeusz Dudycz, ‘Legal form affects the performance of a company’
ABSTRACT Using the latent multidimensional approach, the paper examines the relationship between a company’s legal form and its performance. Based on 72,596 observations of companies operating in Poland, we show that the legal form has a strong relationship with the company’s efficiency. We reveal that the corporate form and limited liability, contrary to popular opinion, […]