Category Archives: Business Organisation
Jabotinsky and Sarel, ‘The Corporate Sustainability Due Diligence Directive: A Law & Economics Evaluation’
ABSTRACT The Corporate Sustainability Due Diligence Directive (CS3D), adopted by the European Union in June 2024, represents an ambitious regulatory experiment that transforms large corporations into gatekeepers of sustainable supply chains. This paper provides a comprehensive Law & Economics analysis of the CS3D, revealing several overlooked incentive problems that may undermine its effectiveness. We identify […]
Gindis and Cole, ‘Toward A Knowledge Commons Perspective on the Corporate Form’
ABSTRACT If we take commons to be a kind of institutional arrangement enabling community governance of shared resources, the challenge involved in taking the corporation-as-commons idea forward is to specify what we mean by corporation in this context. We also need to determine who shares the corporation and identify the rules and practices that enable […]
Glen Ochieng, ‘Climate Litigation in Africa: Rising Tides, Rising Claims’
ABSTRACT Recently, Africa has found herself at the frontline of the climate crisis. The continent has absorbed the consequences of a warming planet while her contribution to the same are negligible. This presents an inequitable paradox, that is, responsibility without culpability. It is against this backdrop that new era of legal mobilization – climate litigation […]
Jack Zhou, ‘Dissolution of trusts in equity’s inherent jurisdiction’
ABSTRACT The Court of Appeal of New South Wales, in David & Ros Carr Holdings Pty Ltd v Ritossa [2025] NSWCA 108, recently clarified important aspects of trust administration. The Court refused to extend the ‘just and equitable’ ground for the winding up of partnerships or companies, as construed in Ebrahimi v Westbourne Galleries Ltd […]
Kozuka, Matsunaka and Kido, ‘Sustainability in between corporate law and contract law’
ABSTRACT In today’s global commerce, sustainability has become a common concern of the international society. In some jurisdictions, the regulator is introducing regulations to demand global firms to take appropriate actions, such as the EU’s CSDDD. In others, a legal duty is yet to be established, but the social pressure on firms to care about […]
Prince Sarpong, ‘A Theory of Juristic Transcendence: Reimagining Corporate Personhood in the Age of Asymmetric Sacrifice’
ABSTRACT We propose Juristic Transcendence as a normative and structural framework for reimagining corporate personhood in the age of systemic asymmetry. At the heart of liberal democratic governance lies an implicit social contract built on shared sacrifice: citizens are called upon to bleed, serve, and absorb risk to preserve the polity. Yet corporations, while legally […]
Davis and Shaffer, ‘The Fiduciary Code of Capital and Climate Change’
ABSTRACT Fiduciary law is part of the ‘code’ for the management of capital, as Katharina Pistor has conceptualized law. Climate activists, attorneys, investors, and international organisations have turned to fiduciary law for legal solutions to the ongoing problem of inadequate corporate and state action in response to climate change. Our thesis is that the turn […]
Brian Cheffins, ‘Boards and Shareholders: A Historical Perspective’
ABSTRACT John Weinberg focused on directors in the 1948 senior thesis this volume reproduces and Sidney Weinberg did likewise with a 1949 speech the volume includes. John and Sidney additionally discussed shareholders, and this chapter puts into context what they had so say on point in two ways. First, the chapter engages with John and […]
Charles Whitehead, ‘Delaware’s Agency Problem’
ABSTRACT Delaware is widely regarded as the gold standard in American corporate law, largely due to its expertise and responsiveness to evolving business needs. But that status comes at a cost. Delaware’s corporate statutes are typically drafted by a small group of repeat players – primarily attorneys from some of Delaware’s leading law firms – […]
Beyer and Nobile, ‘The Impact of Climate Litigation Risk on Firms’ Cost of Bank Loans’
ABSTRACT Using a novel worldwide dataset of 5,264 syndicated loans issued to 329 firms from 2006 to 2021, we study how climate-related litigation risk affects firm’s cost of borrowing. We find robust empirical evidence that firms targeted by climate lawsuits pay significantly higher spreads on their bank loans. These effects are more pronounced for firms […]