Category Archives: Business Organisation
Sarro and Waitzer, ‘Coming Disruptions in Corporate Law’
ABSTRACT Corporate law’s dynamism precludes bold predictions about its future. Instead, we set out to highlight principles relevant to its trajectory and frame looming, unresolved issues. In that vein, artificial intelligence and other digital technologies raise considerable new opportunities for directors to enhance their oversight and for shareholders to be better informed and make more […]
Tabrez Ebrahim, ‘Against Corporate Oversight’
ABSTRACT Corporate oversight is trending. Developed by courts during a predigital era, the duty of oversight is meant to protect shareholders against corporate malfeasance, while still giving directors enough leeway to take marketplace risks. Just as the law imposes a special fiduciary duty on those who are given trust, corporate law imposes a special fiduciary […]
Lee and Yerramilli, ‘Specific Performance, Deal Tightness, and Merger Dynamics’
ABSTRACT Merger agreements are carefully crafted to balance the target’s desire for certainty of closing versus the bidder’s desire to maintain flexibility in the event of unexpected changes. Taking a holistic view of merger agreements, we construct a deal tightness index (DTI) which measures how tightly the agreement binds the bidder to complete the transaction. […]
Arnoud Pijls, ‘Prospectus Liability under Dutch Law’
ABSTRACT This chapter examines the current framework of prospectus liability under Dutch law, which is primarily rooted in general tort rules on unfair commercial practices and misleading advertising rather than in securities legislation. It explains the dual-track system that distinguishes between retail and non‑retail investors and analyses the central role of the World Online judgement […]
Yehonatan Shiman, ‘Oversizing Caremark: An Empirical Analysis’
ABSTRACT This Article argues, through the first empirical research on the taxonomy of oversight litigation, that the celebrated Caremark revolution requiring directors to adopt information and monitoring systems is more rhetoric than reality. While a seemingly heightened compliance requirement has reshaped boardroom practices, Delaware courts rarely convert this perception into liability. What emerges is a […]
Huang, Rahman, Lee and Gu, ‘The Impact of Litigation Risk on the Commission and Detection of Financial Misreporting’
ABSTRACT Although securities class action lawsuits are one of the most important disciplinary tools to curtail misreporting, studies on their role in financial misreporting suffer from a partial observability problem. This paper uses the US Supreme Court ruling in Tellabs v Makor that resulted in an increase in litigation risk for certain firms as a […]
Ellias and Lalafaryan, ‘The Global Law of Debt’
ABSTRACT Corporate debt financing and the restructuring of large corporations are now governed by what this Article calls the ‘global law of debt’, a transnational system shaped more by law firms, investment banks, and investors in New York and London than by national laws or court decisions. Large companies can now optimize governing law on […]
Underwood and Buckley, ‘Duty Calls: Good Faith and Best Interests in Company Law: New Zealand and The United Kingdom Considered’
ABSTRACT A central issue of corporate governance is in whose interests the corporation must be run. This article explores how this tension is played out by considering directors’ good faith duty in the United Kingdom and New Zealand. The Companies Act 2006 (UK) introduced the Enlightened Shareholder Value approach to address the perennial issue of […]
Deniz Canruh, ‘Rationalising the proprietary nature of shareholders’ voting rights’
ABSTRACT This article examines a long-standing principle of United Kingdom (UK) company law: shareholders’ voting rights are property rights. It challenges the existing justifications for this principle, but then it re-rationalises it through the prism of property law. This article also defends the principle from the criticisms in the literature. € (Westlaw) Deniz Canruh, ‘Rationalising […]
Roberto Tallarita, ‘The Logic of Ratification (from Justinian to Elon Musk)’
ABSTRACT A controversial case on Elon Musk’s $56 billion pay has laid bare our poor understanding of ratification in corporate law and possibly in other legal domains. What exactly is ratification and what is its internal logic? In this Article, I reconstruct the concept of ratification within a general theory of shared power and show […]