Category Archives: Business Organisation

Paul Miller, ‘Corporations’

ABSTRACT This chapter, forthcoming in the Oxford Handbook of the New Private Law, situates corporations and corporate law theory within the nascent New Private Law movement. Most theorists allied to the New Private Law focus on fundamental private law and so, in turn, bodies of law addressed to singular forms of interaction. Corporations and other […]

‘The Limits of Limited Liability: Evidence from Industrial Pollution’

“For more than 150 years, limited liability has been a defining characteristic of many business entities. This legal concept is often credited with spurring economic growth and the development of capital markets; some call it ‘one of man’s greatest inventions’ (The Economist, 2016). Economists and policymakers have long recognized, however, that limited liability engenders a […]

Robert Anderson, ‘A Property Theory of Corporate Law’

ABSTRACT … This Article argues that property law provides the missing piece of the contractarian puzzle in demarcating the boundaries of corporate law and explaining the distinctive features of corporate law. In this conception, the corporation is an ownership structure – a device for turning a messy set of property, contractual, and other in personam […]

Lécia Vicente, ‘The Hohfeldian Concept of Share in Limited Liability Companies: A View From the Common and Civil Law Traditions’

ABSTRACT This Article draws upon the question: How do restrictions on transfers of shares of limited liability companies (LLCs) affect the ‘physiology’ and ‘morphology’ of property rights in those shares? The purpose of this Article is to scrutinize the effects such restrictions have on the definition of property rights members of LLCs hold in their […]

‘AWPLN: Third post for 2019: publications’

“We have been informed of the following relevant publications over the last two months (with a book by Michelle Sharpe that I missed last year): …” (more) [Australian Women’s Private Law Network, 2 July]

Marc Moore, ‘The gig economy: a hypothetical contract analysis’

ABSTRACT Gig work and other flexible labour practices have been subject to unprecedented levels of attention recently. While this topic has attracted significant interest from employment lawyers, it remains relatively underexplored from other pertinent legal and inter-disciplinary angles. This paper will adopt an alternative perspective on flexible work inspired by Coase’s theory of the firm. […]

Shawn Bayern, ‘Are Autonomous Entities Possible?’

ABSTRACT Over the last few years, I have demonstrated how modern business-entity statutes, particularly LLC statutes, can give software the basic capabilities of legal personhood, such as the ability to enter contracts or own property. Not surprisingly, this idea has been met with some resistance. This Essay responds to one kind of descriptive objection to […]

Asaf Raz, ‘A Purpose-Based Theory of Corporate Law’

ABSTRACT … After an introduction, Part 2 of the Article discusses in great detail the five phenomena that define corporate law: the corporation’s purpose, personhood, stakeholders, residual claimants and fiduciaries. As this Article explains, the structure of corporate law places certain boundaries on what our normative analysis can do: for example, due to corporate law’s […]

Jessica Hudson, ‘One Thicket in Fraud on a Power’

ABSTRACT This article considers the effect of fraud on a power as it applies to private powers arising across a range of institutions, such as express trusts, agency and companies. The article makes two main arguments. First, the effect of fraud on a power is determined by the equitable nature of the doctrine and its […]

Joshua Macey, ‘What Corporate Veil?’

ABSTRACT Adam Winkler’s We the Corporations: How American Businesses Won Their Civil Rights identifies the legal foundations of corporate constitutional rights and traces the historical development of those rights. On Winkler’s account, the Supreme Court’ corporate rights cases treat corporations as ‘associations of citizens’ – not as ‘separate legal persons’. Winkler uses the phrase ‘piercing […]