Category Archives: Business Organisation
‘Protecting the Interests of Non-Parties in Corporate Governance’
Gabriel Rauterberg and Sarath Sanga, ‘Altering Rules: The New Frontier for Corporate Governance’, 42 Yale Journal on Regulation 291 (2025). In ‘Altering Rules: The New Frontier for Corporate Governance’, the non-parties whose interests are to be protected are shareholders. With respect to agreements by some shareholders that alter current corporate governance law’s default arrangements, the […]
Panagiota Kotzaman, ‘Parent liability after Mariana v BHP: control, vigilance, and the need for structural reform’
The MARIANA case On 14 November 2025, the High Court of England and Wales handed down judgment in the largest environmental mass tort in UK history: the group claim by more than 600,000 Brazilian victims of the 2015 collapse of the Fundão tailings dam against the mining giant BHP Group. In Município de Mariana v […]
Chen Lin and others, ‘Investor Protection in Venture Capital: How Do Legal Systems Shape Contracting?’
ABSTRACT This paper examines how legal systems shape contractual investor protection by using a distinctive feature of China’s venture capital (VC) market, where investments are structured either through offshore entities governed by common law or through onshore entities subject to domestic civil law. This institutional duality generates substantial within-market variation in legal origin under a […]
Augustin Gridel, ‘Registered Shares in Private International Law – A French and European Perspective’
ABSTRACT The private international law rules governing the ownership of shares have long rested on the modalities of their transfer, which afforded considerable significance to the form they take (registered or bearer). This article seeks to demonstrate that this approach, which is of doctrinal origin, does not in reality determine the applicable law, having regard […]
Stewart Sterk, ‘Internal Affairs Revisited’
ABSTRACT In the United States, businesses are free to choose where they incorporate. Delaware has long been the most popular choice because of its expert judiciary and well-developed body of corporate law. But in recent years, a number of high-profile businesses have chosen to reincorporate either offshore or in states that purport to be more […]
Fahad Shahbaz, ‘The Integration of Human Rights within Corporate Law’
ABSTRACT It has been observed over the past decade or so that there has been a heightened interest and development towards human rights and its violations within the corporate sector globally and domestically at the state level. At some level the impact of corporations on human rights is underestimated, it can affect the people associated […]
Reddy and Cheffins, ‘Is There a Duty of Loyalty Under UK Company Law?’
ABSTRACT This paper considers the status of the duty of loyalty under UK company law. The term ‘loyalty’ does not appear in the codification of directors’ duties in the Companies Act 2006, which implies directors do not owe a duty of loyalty. The paper queries but ultimately endorses this assessment and identifies the implications. Reddy, […]
Jonathan Hardman, ‘Tensions in Corporate Contractarianism: Rhetoric Rather than Logic’
ABSTRACT The dominant conceptual approach in Anglo-American corporate law literature is to represent the company as a series of voluntary bilateral arrangements. Under such a contractarian approach, the role for company law is to facilitate private bargaining and transactions. This representation is far from uncontroversial, and is frequently challenged on both descriptive grounds (that it […]
Konstantinos Bozos and others, ‘Safe to Talk, Safe to Work: Anti-SLAPP Statutes and Workplace Safety’
ABSTRACT We study whether legal protections for stakeholder voice improve workplace safety. Using the staggered adoption of state-level anti-strategic lawsuit against public participation (anti-SLAPP) laws, we exploit establishment-level injury data in a within-firm, cross-establishment design to isolate the impact of enhanced speech protections. Establishments in adopting states experience significant declines in injury rates and counts […]
Martin Petrin, ‘When AI Hurts: Corporate Responsibility for Agentic AI’
ABSTRACT As AI systems evolve from assistive tools into increasingly autonomous, agentic actors, long-standing doctrines of corporate liability are being put to the test. This Essay examines whether existing legal frameworks can hold corporations accountable for harms caused by advanced forms of AI. It suggests that, first, existing private law doctrines continue to provide a […]