Category Archives: Business Organisation
Roberto Tallarita, ‘Hohfeld in the Boardroom’
ABSTRACT For nearly a century, debates over corporate purpose have framed the issue as a clash between two contested visions: Should corporations maximize profits, or should they pursue broader social goals? This Article argues that this conventional framing obscures the true nature of the dispute. Using Wesley Hohfeld’s map of rights, duties, privileges, and no-rights, […]
Lipson and Evans, ‘Corporate Due Process’
ABSTRACT The relationship between fiduciary duty and contract has never been clear. The law of fiduciaries has long checked discretionary control of other people’s property, notably in corporate governance, where directors owe a corporation duties of care and loyalty. Yet, contract has also had the capacity to modify these duties to an important – but […]
Hiroyuki Seshimo, ‘Mandatory Residual Tort Liability Insurance and Compensation Reserves: A Proposal for Solving the Judgment-Proof Problem’
ABSTRACT This research considers compensation reserves and mandatory residual tort liability insurance to solve the judgment-proof problem. This insurance policy covers only the remaining tort liability after company liquidation. This research examines a situation in which companies can raise funds through equity financing to increase their compensation reserves instead of enhancing this mandatory insurance coverage. […]
West and Gulati, ‘The Time-Is-Of-The-Essence Clause In M&A Agreements’
ABSTRACT Delaware courts take pride in their ‘contractarianism’. Words matter, and Delaware courts enforce both good and bad contracts. However, in a recent decision, the Delaware Supreme Court ruled that an express condition precedent for triggering a seller’s indemnity obligation-that the buyer provide a compliant notice of claims before a specific date-could potentially be excused […]
Call for Abstracts: ‘The Corporate Chameleon: Transformations and Trends in Corporate Law’: University of Western Australia Law School, 1-3 February 2026
The committee invites the submission of abstracts for consideration for the parallel sessions, which critically reflect on various aspects of the conference theme, including: • Theories of the corporate person; • Corporations, partnerships and other business structures; • Trends in corporate liability mechanisms, such as FAR, BEAR, failure to prevent, and outcomes-based regulation; • Conceptions […]
Eldar, Nili and Xu, ‘Common Ownership Directors’
ABSTRACT We develop a model in which common owners of firms in the same industry may appoint a common director to benefit from information-sharing between firms with similar products. Information sharing through common directors increases the likelihood of product success but also reduces profits due to heightened competition. Empirically, we find that active, long-term common […]
David Kwok, ‘Accidental Corporate Social Norms’
ABSTRACT Corporations deliberately attempt to shape social norms through advertising, publicity, and political contributions. This paper considers the threat of corporations’ accidental influence on social norms and expectations. When corporations have accidents, we frequently focus on direct harms: an oil platform may catch fire and explode, leading to environmental and human losses. These accidents may […]
Rosemary Teele Langford, ‘Corporate Purpose: Meaningful Change or Marketing Tool?’
ABSTRACT Recent times have seen an explosion of interest in, and focus on, the concept of corporate purpose in a number of disciplines partly in response to shifts in societal expectations of companies and their directors. However, as outlined in this paper, there are a number of challenges to meaningful outworking of corporate purpose in […]
Joe Cho, ‘Freedom of Contract and M&A Termination Fees: Peculiar Case of South Korea vs United States’
ABSTRACT This manuscript offers a comprehensive survey of the liquidated damages regimes in the Republic of Korea and the United States, specifically within the framework of corporate mergers and acquisitions. In the Republic of Korea, liquidated damages play a crucial role in pre-estimating potential damages arising from contract breaches, offering numerous benefits such as reducing […]
Chen and Tseng, ‘Does the Threat of Litigation Always Reduce Misreporting?’
ABSTRACT We empirically test the predictions of costly reporting theory that the threat of shareholder litigation could induce financial reporting. We first find empirical evidence suggesting that litigation increases misreporting benefits as modeled in theory. We next show that consistent with theoretical predictions, litigation threat induces misreporting for firms with overly optimistic CEOs, for those […]