Category Archives: Business Organisation
Lumsden and Fridman, ‘The Duty to Auction: Real or Imagined?’
ABSTRACT What are the duties of directors when they find themselves the subject of an unwanted advance? Is the Australian Takeovers Panel standard different to the standard in the United States and elsewhere? In Australia neither the courts nor the Takeovers Panel have gone so far as to suggest that target directors ought to actively […]
‘What Corporate Governance For AI?’
Roberto Tallarita, ‘AI Is Testing the Limits of Corporate Governance’, Harvard Business Review (December 5, 2023). Roberto Tallarita’s recent Harvard Business Review article, ‘AI Is Testing the Limits of Corporate Governance’, insightfully discusses the upheaval at OpenAI last November, when its CEO, Sam Altman, was temporarily ousted by the board, a move quickly reversed to […]
Carsten Koenig, ‘Human Rights or Private Rights? – Effective Protection of Victims in Global Supply Chains’
ABSTRACT The business and human rights movement has made significant gains recently. After years of struggle, courts are increasingly embracing the idea of holding multinational corporations accountable for human rights abuses and environmental damage in countries of the Global South. Legislators are supplementing this with supply chain laws that impose due diligence obligations on multinationals, […]
Emmanuel Kojo Nartey, ‘Addressing Corporate Human Rights Violations and Environmental Harm: Advancing a Holistic Remedial Framework through Tort Law and the EU Corporate Sustainability Due Diligence Directive (CSDDD)’
ABSTRACT This research investigates solutions for instances of corporate human rights violations and environmental harm, with a focus on applying the ‘Eggshell Skull Rule’. It suggests a three-step method for determining liability and stresses the importance of restoring victims to their pre-violation condition. The study examines legal remedies, emphasising the significance of aggravated and exemplary […]
Biyan Mienert, ‘Limited Liability as Applied to DAOs’
ABSTRACT This paper examines the legal implications of Decentralized Autonomous Organizations (DAOs), which operate under different circumstances than traditional legal entities. DAOs seek to span the globe, bringing together thousands of members regardless of their physical location or cultural or financial background. However, their decentralized structure raises complex questions about the determination of applicable law, […]
Michael Galanis, ‘Corporate Purpose Swings as a Social, Atheoretical Process: Will the Pendulum Break?’
ABSTRACT This article argues that conceptualising corporate purpose as a normative question which can be examined in isolation from its socio-historical context is inappropriate and ultimately futile. Corporate purpose is examined here as historically determined, a social fact, independently from whichever theoretical position might prevail in scholarly debates. Interestingly, corporate law doctrine pertinent to corporate […]
Paul Weitzel, ‘AI Governance as Corporate Governance’
ABSTRACT This article makes a simple argument. First, the potential benefits of autonomous artificial intelligence (AI) are massive but cannot be tapped without solving governance issues related to authority, liability and control. Second, corporate theory has grappled for centuries with the core governance issues facing artificial intelligence, so it has much to offer to AI […]
Bueno, Bernaz, Holly and Martin-Ortega, ‘The EU Directive on Corporate Sustainability Due Diligence’
ABSTRACT After the endorsement of the United Nations Guiding Principles on Business and Human Rights (UNGPs) by the Human Rights Council on 16 June 2011, 15 March 2024 marked another milestone for transnational corporate governance. That day, a qualified majority of the member states of the European Union (EU) voted in favour of the Directive […]
Tomer Stein, ‘Corporate Law’s Coup de Grâce: The Case for Managerial Independence’
ABSTRACT When Ken Moelis, the founder, CEO and Chairman of the Board of Moelis & Company, organized his large investment bank as a public corporation, he also made the corporation sign into a shareholder agreement that effectively forced the board to get his consent for anything the board may do. Not long thereafter, shareholders who […]
Benjamin Johnson, ‘A Theory of Corporate Fiduciary Duties’
ABSTRACT Corporate law lacks a general theory of a board’s power as fiduciary, and consequently, the law governing corporate fiduciary duties is notably unstable. This Article offers a novel theory that grounds corporate fiduciary duties in stronger microeconomic and legal foundations. The theory, coined the Judicial Monitoring Model (JMM), shows that even imperfect judicial monitoring […]