Category Archives: Business Organisation
Good Faith (Theoretical Inquiries in Law, September 2026 )
Introduction (Andrew S Gold and Yifat Naftali Ben Zion) An anatomy of good faith (Lusina Ho) Good faith, the excluder (Nick Sage) Trust, good faith and contractual relations (Prince Saprai) Choosing versus having to be loyal (Avihay Dorfman) Finding loyalty in good faith (Andrew S Gold and Geneviève Helleringer) Good faith in corporate law: between […]
Imran Hossain, Rahman and Neupane, ‘When Critics Can Speak: Anti-SLAPP Laws and Product Quality Failures’
ABSTRACT We examine whether legal protection for public criticism affects corporate product quality. Strategic lawsuits against public participation (SLAPPs) can deter employees, customers, journalists, and other stakeholders from communicating unfavorable information, even when the underlying claims lack merit. State anti-SLAPP laws reduce this threat by providing expedited dismissal procedures and, in many states, fee shifting. […]
Tomer Stein, ‘Epistemology At The Marketplace’
ABSTRACT People acquire knowledge from others, but the epistemic impact of the laws governing marketplace transactions is not directly studied. This Article groups together contract, agency, partnership, and corporate law as voluntary exchange law in order to assess its impact on our ability to acquire knowledge qua justified true beliefs (plus) from others. The Article […]
Carter, Shank and Wynter, ‘Do Female Directors Face Larger Career Consequences After Financial Distress?’
ABSTRACT High-visibility labor markets predict larger career penalties for women after negative performance shocks. We test this among bank directors using the 2007-2009 financial crisis and post-crisis failures from 2012-2019, comparing female and male co-directors of the same distressed bank. Difference-in-differences and triple-difference estimates find no gender-asymmetric decline in appointments, appointment quality, committee assignments, or […]
David Yosifon, ‘Escaping Bad Faith: Corporate Law, Sartre, and the Fiduciary Way’
ABSTRACT ‘Good faith’ is the core command of modern corporate governance law. Corporate directors’ exposure to liability for breach of their fiduciary duties to the corporation and its shareholders has been narrowed by common law doctrines, statutory provisions, and charter innovations, to focus ever more particularly, if not exclusively, on behavior that is in ‘bad […]
Robert Miller, ‘Shareholders and Stakeholders in Corporate Law’
ABSTRACT There are two main theories of corporate governance: the shareholder theory and the stakeholder theory. The former, which originated in the earliest corporate law decisions of courts of equity in the nineteenth century, requires directors to manage the corporation for the long-term benefit of its shareholders. The latter, which is largely the creation of […]
Andrew Bell, ‘Directors’ Duties in the AI Era’
ABSTRACT The public emergence of generative AI (‘Gen AI’) in late 2022 has had, and continues to have, profound effects across the board but its value, efficacy and impact may vary between different contexts. Corporations, directors and officers are subject to important and onerous statutory responsibilities. This article explores some of the challenges and implications […]
Abdurrahman Kayıklık, ‘Corporate Climate Litigation through Derivative Lawsuits: Potential and Constraints’
ABSTRACT Much of the attention on corporate climate litigation has focused on claims brought against companies by external actors. This chapter turns instead to internal litigation, examining derivative lawsuits brought by shareholders against directors for failing to manage climate-related risks. Existing commentary on this route remains largely case-specific and oriented towards English law or common […]
Rachel Landy, ‘Deal Killers’
ABSTRACT Up to 40% of M&A deals are believed to die during diligence, but there is scant literature examining why – until now. Using original interviews with practitioners, this Article examines what causes buyers of private companies to abandon deals after entering into a nonbinding (but ‘sticky’) preliminary agreement and describes what the lawyer can […]
William Moon, ‘The Laws of Corporations’
ABSTRACT This Review Essay engages Matteo Gatti’s Corporate Power and the Politics of Change, which documents the growing role of corporations in performing functions traditionally associated with government. After situating Gatti’s book within the burgeoning literature on corporate political governance, it argues that corporations increasingly create and administer bodies of rules that structure important aspects […]