Category Archives: Business Organisation
Mihailis Diamantis, ‘Aristotle on Corporate Purpose’
ABSTRACT As the debate between shareholder and stakeholder views of corporate purpose tumbles on, it’s time Aristotle had his say. From the law’s point of view, corporations straddle the ontological line between people and artifacts. For Aristotle, people have fixed ends, or teloi, endowed by their nature that distinguishes right from wrong ways of being. […]
Martin Edwards, ‘Equity, Private Ordering, and Corporate Law’
ABSTRACT Equity, private ordering, and law are the cornerstones of corporate governance. Courts and scholars regularly hold forth on the interaction between them, drawing the lines separating them ever more finely. According to most scholars and judges, fundamental tensions beset these interactions. Among them: Contractarian theory cannot account for mandatory rules of corporate law. Private […]
Cheffins and Reddy, ‘The Stewardship Code and Shareholder Engagement: The End of the Road’
ABSTRACT Since the Financial Reporting Council (‘FRC’) issued the initial version of the Stewardship Code in 2010, fostering shareholder engagement in publicly traded companies has been a core element of the Code. When the FRC promulgated the 2020 Stewardship Code the FRC was responding to evidence that prior versions had fallen short on the shareholder […]
Christopher Snowdon, ‘The Corporate Playbook’
ABSTRACT The Corporate Playbook examines the growing tendency of corporations to engage in social, political, and environmental advocacy beyond their traditional commercial roles. The paper argues that stakeholder capitalism and environmental, social, and governance (ESG) initiatives have encouraged firms to pursue objectives that may conflict with shareholder interests and dilute corporate accountability. Through historical analysis […]
Gonzalo Larrea, ‘The Quest for “Corporate Sustainability”: Reconciling a Multi-Layered Concept with Competitiveness’
ABSTRACT ‘Corporate sustainability’ has recently become a central concept in regulation, particularly within the European Union. Yet, despite its widespread use, the term remains conceptually vague and legally fragmented. This article critically examines how EU law conceptualizes and operationalizes corporate sustainability. It demonstrates that there is no unified legal definition; rather, the EU adopts a […]
Shawn Bayern, ‘Autonomous Organizations and the Decline of Anthropocentric Law’
ABSTRACT This article charts the legal and technological developments that have enabled nonhuman systems, such as artificially intelligent software, to take actions that have significant consequences under private law, such as the making of contracts, the management of companies, and the incursion of tort or restitutionary liability. Because of these developments, it is important to […]
Dara Omolaja, ‘No Single Law, No Vacuum: Director Duties and AI Under Existing Canadian Law’
ABSTRACT Canada does not have a single, comprehensive statute governing artificial intelligence. The proposed Artificial Intelligence and Data Act died on the order paper in January 2025 and has not been reintroduced. This absence is frequently treated, in both practice and commentary, as a regulatory gap. This article argues that it is not. The directors […]
Raul Morales Lema, ‘Limited Liability and Firm Dynamics’
ABSTRACT This paper examines the effects of limited liability, one of the most common insurance instruments available to entrepreneurs worldwide, on output, firm size, and technology adoption. Using firm-level data, I show that despite higher financing costs, limited liability firms are larger than their unlimited-liability counterparts, their average productivity is higher, and they face more […]
Eilis Ferran, ‘Does the UK Need the PLC?’
ABSTRACT Private capital markets have blurred traditional lines in corporate finance, outflanking the company law ban on public offers of securities by private limited companies and the use of the plc form as a hook for tailored requirements. With today’s policy focus being on improving access to capital for all companies, the company law ban […]
Thomas Smith, ‘Persons Real and Feigned: A Metaphysics of the Legal Person’
ABSTRACT This essay asks what a legal person is, and argues that the law’s many nonhuman persons answer to a single account with three terms and no fourth. A legal person is either a rational substance, an individual being whose own nature is rational, which is what a human being is and the person in […]