Category Archives: Business Organisation
Yumiao Wang, ‘Rethinking the Contract-Failure Theory’
ABSTRACT The contract-failure theory posits that the nonprofit form can be an indicator of high product quality, because the nondistribution constraint reduces the nonprofit manager’s financial benefits from cheating. This would give nonprofits an advantage over for-profit firms when consumers cannot determine product quality, and thus explains nonprofits’ existence. This paper finds that nonprofits are […]
Peter Watts, ‘The Agency Law Decisions of Lord Sumption’
ABSTRACT While he was a judge of the United Kingdom Supreme Court, Lord Sumption delivered a number of judgments on points of agency law. This festschrift paper analyses just three of those, and three topics. The first is the concept of the communicating agent, or the agent who has no authority to make a contract […]
Jabotinsky and Sarel, ‘Attitudes toward the Corporate Sustainability Due Diligence Directive: Survey Evidence’
ABSTRACT This study examines public attitudes toward the enforcement mechanisms of the European Union’s Corporate Sustainability Due Diligence Directive (CS3D) across ten member states. Through a factorial survey design, we investigate how support varies across different dimensions: enforcement type (civil liability versus regulatory fines), scope (firms’ own activities versus suppliers’ activities), and application domains (human […]
Tomer Stein, ‘Rights Architecture For Legal Organizations’
ABSTRACT Corporate law cannot provide coherent answers to its most basic questions. Courts struggle to explain what rights shareholders possess, what duties directors owe, and whose authority controls when shareholders and management disagree. When directors routinely refuse shareholder demands in operational decisions or governance disputes, legal theory and doctrine offer confused metaphors about ‘ownership’ and […]
Jennifer Gant, ‘Floating Charges and Moral Hazard: Finding Fairness for Involuntary and Vulnerable Stakeholders’
ABSTRACT The floating charge as a concept undoubtedly affords a considerable amount of preference and control to the creditor who owns it and to the debtor which can continue to deal with the charged assets, and to potentially dissipate them in the normal course of business. Such power may overshadow any preferences and priorities available […]
Kenneth Khoo, ‘Reflecting on Reflective Loss’
ABSTRACT In Commonwealth jurisdictions, the reflective loss doctrine bars shareholders from recovering damages that overlap with the company’s own losses. In this article, I locate the doctrine’s theoretical foundations in liquidation protection – the rules that shield corporate assets from unilateral withdrawals, thereby facilitating capital lock-in and long-term investment. Although these rules offer clear benefits, […]
Guernsey, Serfling and Yan, ‘When Speaking Freely Pays: Anti-SLAPP Laws and Firms’ Cost of Equity’
ABSTRACT A fundamental question in corporate finance is whether a firm’s cost of equity (COE) is influenced more by the amount of information disclosed or by the direction and tone of that information. While greater transparency can reduce information asymmetry and lower financing costs, negative disclosures may increase perceived risk and, consequently, firms’ COE. We […]
Marinotti and Lubin, ‘Tech Oligarchs and Corporate Vigilantism’
ABSTRACT Big Tech’s unchecked power has evolved from a regulatory crisis into one concerning the rule of law itself. Shielded by the First Amendment, § 230, corporate law, and contract law, technology giants have circumvented traditional government oversight, amassing a level of power that eclipses even that of some sovereign states. No longer guided by […]
Mark Wen-Hu Hsiao, ‘Directors’ Duty to Creditors: A Contractual Approach to Coherent Theory’
ABSTRACT The case of BTI v Sequana, highlights how an unclear undertaking theory of fiduciary duty can create inconsistencies between the codified duty of directors to promote the company’s success and existing fiduciary case law. This paper argues that shareholders and the company have agreed, through a statutory contract, to prioritise creditors’ rights, which does […]
Shapira and Hill, ‘Accountability For Flawed Corporate Culture’
ABSTRACT Flawed corporate culture has been at the root of the largest corporate debacles in recent years, such as Wells Fargo’s fraudulent accounts, Volkswagen’s emissions cheating, and Boeing’s 737 Max crashes. In this type of case the corporation in question boasts a well-funded compliance program, a well-constituted board of directors, and a well-crafted code of […]