Category Archives: Business Organisation
Esser and Riley, ‘Corporate Liability Within Groups: Human Rights and Tort Law Perspectives’
ABSTRACT In this paper, we examine the regulatory issues that arise in protecting the interests of ‘outsiders’ from misbehaviour by corporate groups. We focus on two areas of substantive regulation, the application of human rights norms to groups, and subsequently the application of tort law (delict) in this context. In each section, we seek to […]
Ewan McGaughey, ‘Enterprise law and the eclipse of corporate law’
INTRODUCTION ‘The company’, argued Gower and Davies: Principles of Modern Company Law in 2003, ‘is a dominant institution in our society, and all the more so with the retreat in recent decades of the government-owned or public sector of the economy’. To the extent that this was true, ‘the company’ has been a spectacular failure. […]
Abraham Cable, ‘Stock Options of Adhesion’
ABSTRACT Many startup employees do not negotiate or seriously investigate their stock option agreements. On its face, this is concerning because stock options and other forms of equity compensation are considered a key part of the Silicon Valley system. Accordingly, scholars and regulators have called for fundamental reform of securities laws in the name of […]
Hofri-Winogradow and Maimon-Blau, ‘Business Courts as Loci of Privilege: the Business Judgement Rule Abroad’
ABSTRACT Business courts can function as loci of privilege, both institutional and substantive, expressing a clear privileging of business as a sphere of social action. Using an original case study, we show how establishment of a new business court privileged businesspersons in two ways: by providing them with expert judicial services, and by receiving into […]
Vivienne Brand, ‘Directors’ duties and AI regulation’
ABSTRACT Companies are powerful initiators and adopters of AI, as they have been of previous industrial revolutions. Their boards of directors and the regulatory frameworks that govern directors will inevitably influence the development and implementation of AI. However, despite intense attention to AI regulation the regulatory contribution of directors’ duties remains relatively unexamined. This article […]
Sarah Paterson, ‘Private Equity in Distress and the Incentives of Collateralised Loan Obligations’
ABSTRACT This article explores the problem that both modern private equity (PE) firms, and collateralised loan obligation (CLO) lenders to PE portfolio companies, have incentives to avoid a formal restructuring of PE portfolio companies in financial distress. The author is concerned that this may lead to negative social costs for suppliers, employees, customers and even […]
Kwan Ho Lau, ‘A call for clarity in contractual accessions to shareholder and partnership agreements’
ABSTRACT This paper explores understudied issues surrounding accessions to shareholder and partnership agreements: the process by which such accessions take effect; the survival of equities following an accession; and the enforcement of a condition for incoming shareholders to have to execute and deliver a deed of accession. Accessions happen extremely often in modern commercial life, […]
Joan Stearns Johnsen, ‘Less Litigation, More Business Purpose: Leveraging Dispute Prevention to Preserve Business Relationships’
ABSTRACT Strong interorganizational relationships play an essential role in business relationships. Soft skills associated with negotiation and communication are key to dealing with disagreements in these relationships. However, many companies do not invest in these aspects of their business relationships until conflicts arise. Dispute resolution provides helpful processes for managing these disputes, but companies can […]
Farque and Mahmud, ‘The Trajectory of the Shareholder Primacy within the UK Company Law Architecture’
ABSTRACT With a succinct summary of the various architectural features backed by authoritative and highly recognized commentaries, this paper attempts to clearly illustrate the fundamentals of UK company law as seen through the prism of the ‘Shareholder Primacy’ principle. This allows the doctrinal or legal argument to be made with clarity. This paper debunks the […]
Varghese George Thekkel, ‘The No Reflective Loss Principle is Not an Old-Fashioned Corporate Law Relic’
ABSTRACT Shareholders are not allowed to bring actions for damages due to a fall in share value or loss of dividend, which are ‘reflective’ of their company’s loss. Later, this principle also found its application to ‘reflective’ losses of employees and creditors. The Supreme Court, however, in Marex Financial v Sevilleja, unanimously held that the […]