Category Archives: Business Organisation
Riz Mokal, ‘The Mysterious Pari Passu Principle’
ABSTRACT We know that Lord Justice Snowden’s landmark judgment for a unanimous Court of Appeal of England and Wales in Adler (2024) emphasised the presumptive importance of the pari passu principle. But what does this principle amount to? What does it require? The term ‘pari passu’ is used in judicial and textbook writings to refer […]
Lauren Roth, ‘The Fiduciary Game’
ABSTRACT Fiduciary duties are supposed to bridge the gap between public and private law. Private actors who engage in ‘public or quasi-public’ functions (eg, corporate directors and pension administrators) are often subject to fiduciary constraints to protect vulnerable parties who lack power in relationships with these actors. Recently, scholars have argued that both courts and […]
Hayden and Bodie, ‘The Problem of Purpose in Corporate Law’
ABSTRACT For the last half century, shareholder primacy has reigned as the dominant definition of corporate purpose, as to both the purpose of individual companies and corporate law more generally. Recently, however, the Business Roundtable, the American Law Institute’s Restatement of the Law: Corporate Governance, and many business and legal academics have developed new answers […]
‘Property and Contract Are Dead. Long Live Economic Rights!’
… Philosophers, economists, lawyers, and the public continue to use the terms ‘property’ and ‘contract’ to describe our shared economic system, even though this system has long since transformed into something different. We are no longer clearing land for small farms over which we have ‘sole and despotic dominion’; rather we are working alongside others […]
Guillaume Vuillemey, ‘The Origins of Limited Liability: Catering to Safety Demand with Investors’ Irresponsibility’
ABSTRACT Limited liability is a key feature of corporate law. Using data on asset prices and capital flows in mid-19th century England, I argue that its liberalization was not decided to relax firms’ financing constraints, but to satisfy investors’ demand for ‘safe’ stores of value. Limited liability eliminated adverse selection about the quality of other […]
Akshaya Kamalnath, ‘Hashtag capitalism: An introduction’
ABSTRACT This article aims to introduce the phenomenon of ‘hashtag capitalism’ – that is, the ability of shareholders, employees, customers and even members of society to leverage social media in a way that influences corporate behaviour. While it is a positive development that, via social media, members of society are engaging with and influencing corporate […]
Jay Kesten, ‘Of Convergence and Contingency: Some Thoughts on Public Firm Fiduciary Duties’
ABSTRACT American public markets have changed profoundly over the past several decades. Public offerings have declined precipitously since the heyday of the 1980s and 1990s, and small company IPOs have virtually disappeared. The determinants of the secular decline in IPOs are hotly debated, but one emergent phenomenon of the current market dynamic is that many […]
Julita Zawadzka, ‘Life after Death? Legal Relations of Companies after Cessation of their Legal Existence’
ABSTRACT The cessation of the legal existence of a company affects many entities that have entered into legal relations with it. Above all, its unsatisfied creditors are affected, but the legal situation of the company’s shareholders is also altered. Legislators approach the issue of the cessation of the company’s legal existence in different ways and […]
Roberto Tallarita, ‘Dual Class Contracting’
ABSTRACT Dual-class companies are often touted as an example of contractual customization of corporate governance, based on the view that they deviate from the default rule of ‘one share, one vote’ to fit the specific characteristics of individual companies. But voting inequality is a spectrum, not a binary choice, and we know little about how […]
Akshita Singh, ‘Strategies for Securing Intellectual Property Rights During M&A Transaction’
ABSTRACT This document guides protecting and negotiating intellectual property rights in M&A transactions, emphasizing the importance of due diligence and assessing the strengths and weaknesses of intellectual property assets. The future of IP-driven M&A; transactions remains an area of immense interest to businesses and investors alike as technological advancements continue to drive demand for new […]