Category Archives: Business Organisation
Rutkowski and Stremitzer, ‘Plaintiffs Exploiting Plaintiffs Mass Tort Claims v Shareholder Derivative Suits’
ABSTRACT We consider a model of a single defendant and N plaintiffs where the total cost of litigation is fixed on the part of the plaintiffs and shared among the members of a suing coalition. By settling and dropping out of the coalition, a plaintiff therefore creates a negative externality on the other plaintiffs. It […]
Holm and Østergaard, ‘The Corporate Sustainability Due Diligence Directive and the Doctrine of Privity of Contract’
ABSTRACT In the European Union (EU), all Member States adhere to the general principle of privity of contract in business-to-business contracts within the law of obligations. This principle serves to protect legal certainty in the business-to-business relationship, implying that rights and obligations only exist inter partes. So far, there have been different kinds of exemptions […]
Peter Watts, ‘Why as a matter of English-law principle directors ought not to owe a duty of loyalty to creditors upon insolvency (notwithstanding Sequana)’
ABSTRACT In BTI 2014 Llc v Sequana SA [2022] UKSC 25 the United Kingdom Supreme Court affirmed that directors do owe a duty to consider the interests of creditors after their company becomes insolvent. The author has analysed that decision elsewhere: see Watts, ‘Sequana in the Supreme Court: Cautious confirmation of the Creditor-Extension to the […]
Vandenbergh, Miller, Blair and Gilligan, ‘The Moral Boundary of the Firm’
ABSTRACT Scholars have wrestled with the legal boundary of the firm for generations. The legal boundary limits the extent to which a firm can be held liable for the torts, contractual, and regulatory obligations of other corporations. The existence of a legal boundary suggests that the law limits incentives for firms to control the climate […]
Cynthia Williams, ‘Climate Change and Corporate Law in the United States: Not “Woke” but Eyes Open’
ABSTRACT This Essay discusses the evidence that climate change and nature loss create financially material risks for corporations that must be carefully considered by officers and directors pursuant to their fiduciary duties of loyalty and care. This analysis concludes that under the current state of fiduciary duty law and the known financial risks presented by […]
Aprill and Horwitz, ‘Fiduciaries, Constituencies, and the Duty of Loyalty in Modern Nonprofits’
ABSTRACT A fiduciary of a charity has a fundamental duty to act in good faith and in a manner the fiduciary reasonably believes to be in the best interests of the charity in light of its purposes. In theory, this duty of loyalty seems uncomplicated and, in simple cases, it often is. In practice, for […]
Ludovic Phalippou, ‘Private Markets for the People? Or Just More People for Private Markets?’
ABSTRACT I examine the push to expand private equity access to retail investors, often described as ‘democratization’. I argue that this shift exposes individuals to high fees, opaque structures, and misleading performance metrics. Without strong governance and transparency, this is not democratization but exploitation. I highlight the risks embedded in current product design and call […]
Geng, Hau and Liu, ‘Corporate Opportunity Waiver Laws Did Not Produce Disloyal Managers’
ABSTRACT Corporate Opportunity Waiver (COW) laws permit firms to suspend fiduciary duties related to corporate opportunities. Fich, Harford, and Tran (2023) argue that these laws reduced firm innovation and lowered corporate valuation for research-intensive firms. However, we are unable to replicate these results. We further show that the reported decline in Tobin’s q is confounded […]
Call for Papers: Queer Corporate Governance
We are calling for papers that will link queer lives and queer theory to corporate law and governance, with the goal of publishing an edited collection or special issue publication. There has been little connection between corporate governance and the queer space, and we wish to speak with all scholars, at any stage, who are […]
Susan Watson, ‘The Foundations of Shareholder Capitalism’
ABSTRACT This paper focusses on the separate fund of capital in the company as a separate legal entity as a defining characteristic of shareholder capitalism that has been utilised by business. The paper considers the claims on that fund by shareholders and by creditors through history. The paper concludes that Courts consistently upheld that separation […]