Category Archives: Business Organisation

‘“The Law of Good People” and Corporate Law’

Yuval Feldman, The Law of Good People: Challenging States’ Ability to Regulate Human Behavior (2018). Yuval Feldman’s book, ‘The Law of Good People: Challenging States’ Ability to Regulate Human Behavior’ provides a thought-provoking framework to advance our understanding of how governments should deal with misconduct committed by normative citizens blinded by cognitive biases regarding their […]

‘Call for Proposals – Feminist Judgments: Rewritten Corporate Law’

“The US Feminist Judgments Project seeks contributors of rewritten judicial opinions and private contracts, and commentaries on rewritten opinions and contracts, for an edited collection tentatively titled Feminist Judgments: Rewritten Corporate Law. This edited volume is part of a collaboration among law professors and others to rewrite, from a feminist perspective, key judicial decisions in […]

Miller and Gold, ‘The Corporation as a Category in Private Law’

ABSTRACT In this chapter, we examine the conceptualization of the corporation in private law, focusing particularly on categorization functions served by the corporate form. We argue that corporations are conceptualized as a distinctive kind of legal actor, their legal agency being constituted by private and public law alike. We explain the essentials of the corporate […]

James Holmes, ‘The Nature of the Corporation’

ABSTRACT The conventional view of the firm cannot explain several important facts. We propose a new hypothesis that a corporation can adopt more advanced, delayed technologies, produce output more efficiently, and distribute it more optimally than a proprietorship or partnership, independent of uncertainty. Contrary to the conventional ‘selfish shareholder’ view, a corporation is not owned […]

Coyle, Musacchio and Turner, ‘Law and Finance in Britain c 1900’

ABSTRACT In this paper, using new estimates of the size of the UK’s capital market, we examine financial development and investor protection laws in Britain c 1900 to test the influential law and finance hypothesis. Our evidence suggests that there was not a close correlation between financial development and investor protection laws c 1900 and that […]

Ron Harris, ‘A New Understanding of the History of Limited Liability: An Invitation for Theoretical Reframing’

ABSTRACT In this paper, I will investigate the historical development of limited liability – widely considered the cornerstone of the business corporation. I challenge the common, linear narratives about how limited liability evolved, and argue that corporations, the stock markets, and the corporate economy enjoyed a long and prosperous history well before limited liability in […]

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 […]