Category Archives: Business Organisation
Itai Fiegenbaum, ‘Caremark’s Politics’
ABSTRACT What propels the evolution of Delaware corporate law? In a series of persuasive articles, Professor Mark Roe explains Delaware corporate law developments as an effort to preempt federal intervention. If public outrage over corporate governance failures reaches Congress, federal lawmakers may impose reforms that undercut Delaware’s prominence and ultimately harm those that benefit from […]
Stephen Park, ‘Human Rights Due Diligence at the Intersection of Corporate Compliance and Corporate Purpose’
ABSTRACT The concept of human rights due diligence (HRDD) is one part of a broad and diverse range of approaches to address the responsibilities of business to society. Through laws requiring that companies identify and address their adverse impacts on workers, communities, and the environment, HRDD expands the role of corporate compliance in making companies […]
Maziar Peihani, ‘Empty Voting and Hidden Ownership in Canadian Jurisprudence’
ABSTRACT The classic understanding of equity encompasses a suite of economic and governance rights, which typically includes the rights to vote, receive dividends, and participate in the distribution of assets upon dissolution. This conventional view, outlined in corporate legislations, is supported by Canadian jurisprudence and corporate law scholarship. However, financial innovations have facilitated the separation […]
Julia Englebert, ‘Manufacturing Good Faith’
ABSTRACT In 2022, the Delaware Supreme Court decided Boardwalk Pipeline Partners, LP v Bandera Master Fund LP, 288 A 3d 1083 (Delaware 2022), allowing a limited partnership entity to conclusively establish good faith by relying on a legal opinion that merely stated it would be reasonable to rely on another firm’s opinion – one that […]
Mohsen Manesh, ‘A New Cardinal Precept in Corporate Law’
ABSTRACT In August 2024, Delaware enacted what is widely considered the most controversial amendments to the state’s all-important corporate law in at least a generation. Principally, those amendments exalt freedom of contract over what was formerly a ‘cardinal precept’ of corporate law: that the business and affairs of every corporation are managed by its board […]
Geeta Kohli, ‘Expanding Corporate Fiduciary Duty’
ABSTRACT Equity and representation are difficult and risky topics at the moment. Nevertheless, given the social, economic, and political power corporations hold, a wave of corporate directors and officers continue to view diversity, equity, and inclusion as a moral and ethical requirement. This Article argues that anti-hate rhetoric can also be situated as a legal […]
Augustin Gridel, ‘The international scope of European company law’
ABSTRACT The influence of European Union law on the international connecting factor of companies is now well known. Extending its case law developed in relation to the free movement of goods, the Court of Justice has imposed recognition within the Union of companies validly established by the legal system that granted them legal personality, even […]
Yap and Khaw, ‘Philipp v Barclays Bank UK Plc in the UK Supreme Court: The Quincecare Duty as a “Special or Idiosyncratic” Term Implied in Law’
ABSTRACT Ruling out the application of the Quincecare duty to ‘authorised push payment’ fraud, the UK Supreme Court articulated a novel juridical basis for the duty. Contrary to the court’s reasoning, the Quincecare duty does not follow from orthodox principles of banking and agency law – it is a ‘special or idiosyncratic’ term implied in […]
Joan Loughrey, ‘Individual accountability for corporate harms: disqualification and the role of public enforcement’
ABSTRACT A number of jurisdictions including the UK and Australia use director disqualification as a public enforcement mechanism when responding to corporate harms that give rise to public anger and calls for executive accountability. Focussing on the UK, and referencing the on-going Post Office scandal as an example, this paper demonstrates that disqualification alone is […]
Cheffins and Reddy, ‘Deconstructing the “Anglo-American” Corporate Model’
ABSTRACT While approaches to corporate law and corporate governance vary globally, often the US and the UK are placed into a single bucket – the ‘Anglo-American’ corporate model. In this paper, we deconstruct this model with the first wide-ranging comparison of fundamental corporate law concepts in the two countries for decades. We undertake our analysis […]