Category Archives: Business Organisation
Qinhao Zhu, ‘Quincecare is Dead, Long Live Quincecare!’
ABSTRACT In recent years, the Quincecare duty – the duty of banks to protect their customers from fraud—has been the bane of banks. So a pair of decisions last year, one from the United Kingdom Supreme Court and the other from the Hong Kong Court of Final Appeal, repudiating Quincecare’s reasoning and recasting the duty, […]
Michele Corgatelli, ‘The Corporate Sustainability Due Diligence Directive: Outstanding Issues’
ABSTRACT This paper contextualises the origins of the due diligence process embedded in the Corporate Sustainability Due Diligence Directive and assesses how these origins are reflected in the notions of ‘adverse impact’ and its ‘severity’, ‘risk’, ‘influence’ and ‘leverage’. In analysing the new provisions, the paper highlights a number of interpretive problems and outstanding issues […]
Ben Chester Cheong, ‘Sowing Seeds of Change: Intergenerational Justice in Corporate Law and Governance’
ABSTRACT This paper argues for a fundamental reimagining of corporate law through the lens of intergenerational equity and justice, a perspective that has received scant attention in the literature on corporate governance. It exposes the inherent weaknesses of the existing framework in promoting intergenerational equity and proposes an innovative intergenerational corporate framework. The paper envisions […]
Singh and Turaga, ‘Piercing the corporate veil – the trust connection’
ABSTRACT The principle of separate legal entity which forms the basic foundation of company law provides for the company as a separate legal entity. This results in the formation of a veil, so to say, that protects the liability of the directors or other related companies from incurring liability. Under the Doctrine of Piercing the […]
Rudra Pratap Singh Sengar, ‘Corporate Governance in India: Issues and Importance’
ABSTRACT Corporate governance includes everything that is done to give its citizens a good quality of life. With the fast pace of change in the business world and the creation of new rules by ‘international’ organizations. The concept of Corporate Governance (CG) has been introduced and given a boost. Corporate governance sets the basic values […]
Schwizer, Cosma and Nobile, ‘Risk Culture and Sustainability’
ABSTRACT The Chapter focuses on environmental sustainability and provides a better understanding of the corporate governance levers that can direct behaviours towards environmental goals. We explore the relationship between risk culture and board members’ intention to adopt pro-environment strategies (PES) through individual beliefs. These factors, according to Ajzen’s theory of planned behaviour (ATPB), refer to […]
Guzman Rodriguez Carrau, ‘So Delaware, Shouldn’t We Believe in Magic After All? Non-Reliance Clauses, Movie Scripts and the Sound of Silence’
ABSTRACT This article deals with extra-contractual fraud under Delaware law. The paper first develops a principled interpretation of the Abry Partners decision, proposing that such interpretation is to be preferred to the standard interpretation of Abry Partners. Secondly, the paper discusses how Delaware has taken a formalistic approach when examining non-reliance clauses and proposes how […]
Eva Micheler, ‘Separate Legal Personality – An Explanation and a Defence’
ABSTRACT Some 10 years ago the Supreme Court redefined the doctrine of veil piercing. Before Prest v Petrodel the position was that there existed a doctrine justifying the ‘disregard’ of the company’s separate legal personality. Now the doctrine has been redefined into concealment and evasion, neither of which involve ‘disregarding’ the corporate veil. The article […]
John Choi, ‘Limitation Period Applicable to Unfair Prejudice Petitions’
ABSTRACT This short article examines the recent English Court of Appeal decision of THG plc v Zedra Trust Company (Jersey) Limited [2024] EWCA Civ 158. In that case, the court was confronted with the question of whether a, and if so what, period of limitation applies to unfair prejudice petitions under section 994 of the […]
Sanjukta Paul, ‘Labor Law, Ownership and the Firm’
ABSTRACT Labor law has its own working theory of the business firm – not derivable from another area of law – which is more explicit than other areas of law in positing a basic hierarchy of intrafirm governance, which the affirmative provisions of labor law are then taken to (partially) modify. This is true across […]