Category Archives: Equity

Christopher Bruner, ‘The Fiduciary Enterprise of Corporate Law’

Abstract: A long-standing hallmark of the scholarship of Lyman Johnson and David Millon – both individually and as co-authors – has been their consistent focus on the social embeddedness of corporate law generally, and fiduciary duties in particular. By this I refer to their recognition that corporate law and fiduciary duties are deeply rooted in […]

Yip and Lee, ‘The commercialisation of equity’

Abstract: This paper analyses the jurisprudence on the relevance of the commercial context to principles of the law of equity and trusts. We criticise recent UK Supreme Court decisions in the area (chiefly Williams v Central Bank of Nigeria, FHR European Ventures v Cedar Capital Partners and AIB Group v Mark Redler and Co) and […]

Andrew Gold, ‘Purposive Loyalty’

Abstract: This paper addresses the question whether acting to advance a corporation’s purposes is the same thing as acting in that corporation’s best interests. For some, these are equivalent cases of fiduciary loyalty. I will argue that there is a type of loyalty involved when directors advance corporate purposes – and that it is a […]

Jessica Hudson, ‘The Price of Coherence in Estoppels’

Abstract: Various reform proposals have been suggested in respect of common law estoppels and equitable estoppels in the pursuit of coherence between doctrine and norm. Before any decisive steps are taken, it is important to be sure of the true normative foundations informing common law estoppels. This article offers an alternative account of those foundations, […]

Goldberg and Smith, ‘Wrongful Fusion: Equity and Tort’

Abstract: Equity and Tort appear to be strangers. Beyond historically making equitable relief available in some cases, equity did not intervene in tort law to the extent it did in contract and some aspects of property. And yet substantive equity focuses on wrongful conduct and affords persons the opportunity to seek remedies for such conduct […]

Tobias Barkley, ‘Trustees’ Bare Legal Title: Concept or Misconception?’

Abstract: There is a widespread idea that trustees hold a ‘bare’ or ‘dry’ title, which is distinguishable from an absolute owner’s title. A number of cases in Australia have suggested this is a misconception and a trustee’s title should not be distinguished from that of an absolute owner. This is said to be required by […]

Evan Criddle, ‘Liberty in Loyalty: A Republican Theory of Fiduciary Law’

Abstract: Conventional wisdom holds that the fiduciary duty of loyalty is a prophylactic rule that serves to deter and redress harmful opportunism. This idea can be traced back to the dawn of modern fiduciary law in England and the United States, and it has inspired generations of legal scholars to attempt to explain and justify […]

Gold and Miller, ‘Fiduciary Duties in Social Enterprise’

Abstract: This chapter examines theoretical and practical issues relating to fiduciary administration in social enterprise. It argues that social enterprise often calls for fiduciary administration on a hybrid model, combining elements of service-type administration and governance-type administration. Like standard service-type situations, social enterprise calls for administration in the interests of a defined constituency (ordinarily, shareholders). […]

Sergio Campos, ‘The Class Action as Trust’

Abstract: The class action is controversial because the class attorney can litigate or settle the claims of the class members without their consent. Many scholars have turned to corporate law to address the potentially disloyal behavior of the class attorney. These scholars have used analogies to corporate law to support (1) the use of opt […]

Daniel Kelly, ‘Remedies for Breach of Trust’

Abstract: Private and charitable trusts hold trillions of dollars in assets. Trustees manage, invest, and distribute these assets, subject to fiduciary duties, such as the duty of loyalty and prudence. But remedies for breach of trust, and their justifications, are convoluted. The conventional view, especially in law and economics, is to characterize most fiduciary relationships, […]