Category Archives: Business Organisation
Anfield Tam, ‘Harassment as a Common Law Tort and the Limits of Corporate Standing’
ABSTRACT Sir Elly Kadoorie & Sons Ltd v Samantha Jane Bradley marks the first time that an apex court in a common law jurisdiction has recognised a common law tort of harassment, but it was also held, rightly, that a corporate entity has no standing in its own right to claim for it. While the […]
Stephen Bainbridge, ‘Merger Agreement Anomalies: A Case Study in Incomplete Contracts’
ABSTRACT This article uses the ABA’s Private Target Mergers and Acquisitions Deal Points Study to interrogate a puzzle that I initially took for evidence of bad lawyering: the persistent presence of undefined or unaddressed terms in sophisticated acquisition agreements. Post-closing purchase price adjustments, representation and warranty insurance exclusivity, exclusive remedy provisions, and – most strikingly […]
Ann Lipton, ‘Anti-Woke Corporate Governance’
ABSTRACT In the modern era, corporate law has not been viewed as particularly partisan. To some extent, this is likely due to the fact that Delaware, the dominant state for the generation of corporate law, has built nonpartisanship into its corporate law design. Recently, however, Texas has begun to position itself as a competitor to […]
Adrian McCullagh, ‘Australian Directors’ Duties and the Deployment of Artificial Intelligence’
ABSTRACT Artificial intelligence (‘AI’) is no longer a peripheral tool in Australian boardrooms. It is being deployed across credit decisioning, fraud and scam detection, customer service, financial advice, cybersecurity monitoring, and increasingly board and management decision-support itself. This uptake proceeds against a regulatory backdrop in which Australia has, to date, chosen not to enact AI-specific […]
Chantal Mak, ‘The Elephant in the Room: Contract, Tort and Company Law Dimensions of Supply Chain Liability as Fragments of the Reimagination of Companies’ Legal Personhood’
ABSTRACT This contribution proposes that a rethinking of legal personhood for companies is necessary to fully develop legal accountability for the risks global business poses to the living environment. It first sets out how private law has facilitated multinational business at the cost of other interests. Solutions in traditional tort and contract law present a […]
Kingsley-Williams, Tallon and Juric Williams, ‘Reconsidering Coase in the Age of AI: Why the Boundary of the Firm Is Eroding, with Legal Services as the Worked Example’
ABSTRACT Coase explained the firm as the answer to transaction costs. Work stays inside when specifying, verifying and directing outsiders costs more than hiring employees. This note argues that AI erodes the assumptions behind that answer, rather than merely lowering the costs. Engineered systems known as harnesses largely complete contracts in real time, make external […]
Mihailis Diamantis, ‘Corporate Virtue and Vice’
ABSTRACT Authorities and academics primarily evaluate corporations through their behavior. But consumers, investors, and many corporate professionals implicitly evince an alternative perspective. For them, what matters is not just what corporations do, but also the deeper structures behind corporate behavior. While corporations might innovate, they can also be innovative. While they might lie, they can […]
Bubb and Cohen, ‘Splitting Caremark’s Atom’
ABSTRACT Corporate law does more than police managers for investors. Through the fiduciary duty of oversight, it also enlists boards and shareholder plaintiffs in promoting corporate obedience to public law. Delaware has fused those two projects – policing agency costs and facilitating public ordering – into a single standard: an unstable structure we call Caremark’s […]
James An, ‘Stakeholders and the Means of Corporate Control’
ABSTRACT Contemporary debates over corporate governance reform center around boards of directors. Scholars and policymakers alike propose stakeholder voice, especially boardroom representation, as the primary remedy for harms to noninvestor constituencies. Codetermination mandates, constituency duties, and similar reforms share a single premise: corporations serve shareholders because shareholders elect the board. However, that logic sits uneasily […]
Paul Davies, ‘Parent Company Liability in the UK: Corporate Law, Tort and Private International Law’
ABSTRACT Applying the linked doctrines of separate legal personality and limited liability within corporate groups has long been a controversial issue in many legal systems. In contrast, their application between free-standing companies and their shareholders can be defended on a number of grounds, which, although not accepted by all commentators, have satisfied the law-makers in […]