Category Archives: Business Organisation
James An, ‘Dimensions of Private Benefits of Control’
ABSTRACT The term ‘private benefits of control’ refers to the privileges and advantages that accrue to the controlling shareholders of corporations at the exclusion of minority shareholders. Analyzing these private benefits helps scholars understand how control affects the parties to the corporate contract and how to better mitigate the negative consequences that result when ownership […]
Katharine Jackson, ‘Public and Private Fiduciaries: Agents, Trustees, and the Politics of Acting for Others’
ABSTRACT Over the past decade, political and legal theorists began conscripting private fiduciary law to help delimit and define the duties of public officials. While enlisting additional legal prophylactics against arbitrary government may have appeared especially appealing during a Trump administration characterized by corruption and racism, this Article argues that straightforwardly applying fiduciary doctrine to […]
Luca Enriques, ‘Related Party Transactions’
ABSTRACT The chapter provides a legal and policy analysis of transactions between a corporation and one of its ‘related parties’. It first highlights the reasons why related party transactions (‘RPTs’) are so common around the world. Next, it better identifies the phenomenon as a specific form of potentially abusive behavior by dominant shareholders and managers, […]
Chesler and Porter, ‘Contracting for the Company’s Culture’
ABSTRACT Company culture is not a new phenomenon. A company’s culture has always been relevant to employee retention and financial success, but recently its importance cannot be understated. Companies are not immune from the culture wars that divide the United States and countries across the globe. Increasingly, companies have become participants-willingly or not-in a wide […]
John Wood, ‘When is an administrator an “officer” of the company?’
When a company becomes insolvent, particularly if it is a large company, this will often mean that there will be a large-scale redundancy process. The requirements of the process can be technical, but there is a list of obligations that must be adhered and these are set out within the Trade Union and Labour Relations […]
Colin Mayer, ‘Success, Law and ESG’
ABSTRACT The notion of corporate success lies at the heart of directors’ duties in many corporate laws. Freedom of incorporation conferred considerable discretion on companies to determine the nature of their success and create financial value for their investors, subject to conforming with laws and regulation. However, this increasingly came into conflict with the interests […]
Hayden and Bodie, ‘A Democratic Participation Model for Corporate Governance’
ABSTRACT Corporate law is in the grip of a fundamental conundrum: whether corporations should seek only to serve shareholders or instead attend to the interests of all stakeholders. The doctrine of shareholder primacy, which focuses the corporation’s attention on the goal of maximizing shareholder wealth, has been startingly successful, capturing the theory and practice of […]
Chan and Petrin, ‘Lost-Premium Damages in M&A: Delaware’s New Legal Landscape’
ABSTRACT In the event of a buyer’s willful breach of a merger agreement, lost-premium provisions allow a target corporation to claim damages that include the lost premium or economic entitlements that its stockholders would have received had the deal closed. While the Delaware Chancery Court in Crispo v Musk held these provisions to be unenforceable […]
Charlotte Villiers, ‘Bridging the Gap Between Labour Law and Company Law: Wedderburn’s Legacy: An Appreciation’
ABSTRACT The paper surveys the extensive writings of the late Professor Lord Wedderburn and explores the interactions between company law and labour law. A set of case studies illustrates labour law’s relative weakness in the contemporary corporate law context. Whilst it does change over time, company law has largely remained consistent with its two fundamental […]
Keay and Lombard, ‘Financial distressed companies and directors’ obligation to consider creditors’ interests: An Anglo-Australian comparison of the obligation’s trigger and application’
ABSTRACT Many common law jurisdictions recognise that directors have an obligation to consider the interests of company creditors when the company is experiencing financial distress. Despite numerous cases attempting to crystalise legal principles related to this obligation and significant academic commentary on the topic, the parameters of the obligation remain uncertain. This paper provides an […]