Category Archives: Business Organisation

‘Rethinking Group Company Liability’

“According to long-standing and fundamental English corporate law principles, limited liability applies in the context of group companies to the same extent as it does in stand-alone entities. As a consequence, a parent company is normally not liable for legal infractions and unpaid debts at the level of its subsidiaries. However, particularly in relation to […]

Elisabeth de Fontenay, ‘Individual Autonomy in Corporate Law’

ABSTRACT The field of corporate law is riven with competing visions of the corporation. This Article seeks to identify points of broad agreement by negative implication. It examines two developments in corporate law that have drawn widespread criticism from corporate law scholars: the Supreme Court’s recognition of corporate religious rights in Burwell v Hobby Lobby […]

Christopher Bruner, ‘What Is the Domain of Corporate Law?’

ABSTRACT … The article first explores the general challenges faced in any project of legal taxonomy, focusing on the inherent tension between internal and external views of law and the dynamic relationship between legal doctrine and social context. Through that lens, the analysis turns to extant modes of defining corporate law as a field – […]

Elizabeth Pollman, ‘Corporate Disobedience’

ABSTRACT … This Article provides an overview of corporate disobedience and illuminates the role that it has played in entrepreneurship and legal change. Corporations violate laws in a variety of contexts, including as part of efforts at innovation, in battles of federalism, in taking stances against moralistic laws, in asserting claims for rights, and as part of […]

Susan Watson, ‘The Corporate Legal Person’

Abstract The argument set out in this article is that the modern company is a creature of the state, with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place a legal person is created. Status as a legal person is different to the type of sociological personality that […]

‘Legal Education in Singapore’

The Fall and Rise of Legal Education in Singapore – Simon Chesterman Making and Remaking Equity and Trusts in the Law School – Yock Lin Tan Legal Education in Property Law at NUS: Some Reflections – Keang Sood Teo The Impact of NUS Law on the Development of Tort Law in Singapore – Margaret Fordham […]

Keay and Loughrey, ‘The concept of business judgment’

Abstract Categorising something as a business judgment can provide directors with a powerful shield from accountability. It has been said that the courts in England and Wales defer to directors’ business judgments and directors’ decisions are protected from review in other jurisdictions by a business judgment rule. Yet what a business judgment is has never […]

Julian Velasco, ‘The Diminishing Duty of Loyalty’

Abstract Fiduciary duties comprise an integral part of corporate law. It is generally understood that directors owe the corporation and its shareholders two fiduciary duties: the duty of care and the duty of loyalty. Although both duties are firmly established in corporate law, they are not treated equally. It is generally understood that the duty […]

‘Corporate Origins and Corporate Rights: American Law and the Corporation’

Adam Winkler, We The Corporations: How American Businesses Won Their Civil Rights (2018). In We The Corporations, constitutional law scholar Adam Winkler reaches out to the public with a sweeping account of the role and place of the corporation in the creation and ongoing evolution of the American Constitution. This is a work designed to […]

‘“Good” People, “Bad” Corporations?’

“Behavioral ethics has evidenced that through a combination of deliberate and non-deliberate processes, people may end up behaving unethically with limited awareness of the true ethicality of their behavior (eg, Treviño et al, 2006). One of us has recently completed a book – The Law of Good People (CUP 2018) – that attempts to introduce […]