Category Archives: Business Organisation
Andreena Corrigan, ‘A Salomon-Friendly Solution: The Case for Reverse Piercing of the Corporate Veil in Irish Courts’
INTRODUCTION Since the seminal House of Lords decision in Salomon v A Salomon & Co Ltd, the corporate veil has been a ‘fundamental principle of Irish company law’, and while Hutchinson and Keane assert that ‘company’ has no defined legal meaning in Irish law, it is colloquially taken to refer ‘specifically to a form of […]
Leo DiDomenico, ‘Venture Capital and the Illusion of Consideration’
ABSTRACT This paper identifies a failure of legal consideration in a large class of standard venture capital transactions, herein referred to as the canonical venture transaction. That failure is attributable not to founder ignorance or doctrinal ambiguity, but to the deliberate conduct of venture capital firms as sophisticated actors who knowingly exploit founders’ prefinancing transfer […]
Anthony Casey, ‘The Lure of English Proceedings: Forum Selection from the United States to England’
ABSTRACT This chapter explores the possibility of United States operating companies choosing to initiate insolvency proceedings in England to bypass the rules of Chapter 11. Having done so, the company would then seek – and likely receive – a recognition and enforcement order in the United States through Chapter 15 of the Bankruptcy Code. The […]
Caley Petrucci, ‘Corporate Goodwill’
ABSTRACT Perhaps the most significant debate in corporate law today is the role of the corporation in society. Do corporations have a responsibility to their employees, local communities, and other non-shareholder constituencies? On one side of the debate, there is a vocal group of critics arguing for a shareholder primacy model of governance focused on […]
Anna Gelpern, ‘Boilerplate against Bailouts: A Regulatory Ride Fallacy’
ABSTRACT This Chapter considers the implications of using private contracts as public policy tools, or what happens when regulators ‘catch a ride’ on private law instruments to their policy destination. It centres on an episode of creative problem solving after the transatlantic financial crisis of 2007-2009, when wealthy governments pledged to stop bailing out too-big-to-fail […]
Barbara Ballan, ‘Climate-washing Litigation: From Puffery to Material Lies’
ABSTRACT We are living in an age of information on the verge of a climate catastrophe. Access to data and increasing awareness of climate risks create consumer interest and demand for climate-friendly products and services. The use of climate-related information for advertising purposes can generate value that boost businesses’ revenue. Conversely, misinformation can also generate […]
Call for Abstracts: The Modern Corporation Conference, Liverpool John Moores University, 13 May 2026
Theme – Preserving the 21st century corporation and protecting the economy: perspectives and challenges. Please submit a 250 word abstract with innovative research ideas or research methods about any aspect of the theme of the conference in (a), (b) or (c) below: (a) the capacity and limitations of directors in preventing corporate insolvencies, (b) the […]
Hen and Morriss, ‘Grafting Civil Law Private Foundations onto the Common Law’
ABSTRACT This Article examines the puzzle of why over twenty common law jurisdictions have adopted the civil law private foundation, a phenomenon that traditional legal transplant theory cannot fully explain. We introduce and develop the concept of ‘legal grafting’ to describe this process: a practitioner-driven, selective importation of foreign legal features that are then attached […]
Buccola and Robertson, ‘Price Drop Damages’
ABSTRACT Assessing damages is often hard. When a reference asset–like stock–that is affected by misconduct trades in a liquid market, there is an appealing shortcut: price drop damages. The logic is simple: a court can leverage the fact that the price of this asset will reflect the consensus view among market participants of harm caused […]
Iftikhar Mahmud, ‘From Liability Exposure to Accountable Control – A Mandatory Fiduciary Architecture for Board-Level AI Governance’
ABSTRACT Artificial intelligence (AI) systems are now embedded in corporate decision-making, carrying legal, financial, safety, and rights-affecting consequences. While AI is widely recognized as a material source of corporate risk, a critical gap persists in the governance literature: although boards of directors’ face expanding fiduciary liability for AI-related harms, existing scholarship has failed to specify […]