Category Archives: Business Organisation

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 […]

‘Families, Inc’

Allison Anna Tait, Corporate Family Law, 112 Northwestern University Law Review 1 (2019). From Dallas and Dynasty to Hobby Lobby, NewsCorp, and the First Family, American culture is replete with the successes (and failures) of family businesses. But interestingly, even as family businesses are touted as the ‘backbone’ of the American economy (p 5), they […]

Bratton and Sepe, ‘Corporate Law and the Myth of Efficient Market Control’

ABSTRACT In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting. The market control paradigm relies on a narrow economic model […]

Goshen and Hannes, ‘The Death of Corporate Law’

ABSTRACT For decades, corporate law played a pivotal role in regulating corporations across the United States. Consequently, Delaware, the leading state of incorporation, and its courts came to occupy a central and influential position in corporate law and governance. This, however, is no longer the case: The compositional shift in equity markets from retail to […]

‘UK Supreme Court Judgment in Vedanta

“Thank you to Veerle Van den Eeckhout for the tip-off. On 10 April 10 2019, the UK Supreme Court handed down its much anticipated judgment in the ‘Vedanta’ case. The judgment is currently raising many comments and discussions on Corporate Social Responsibility …” (more) [Thalia Kruger, Conflict of Laws .net, 20 April]

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 […]

Kershaw and Schuster, ‘The Purposive Transformation of Company Law’

ABSTRACT In December of 2018 a potentially transformative event occurred within UK corporate law and governance with the coming into force of the Revised Corporate Governance Code and its requirement that ‘the board should establish the company’s purpose’. This article explores how the Code’s references to ‘company purpose’ should best be understood, arguing, through a […]

Klaus Ulrich Schmolke, ‘Economics of Remedies – The Perspective of Corporate Law’

ABSTRACT From a law-and-economics perspective the primary goal of (legal) remedies is to enhance social welfare by minimising social costs. Remedies help to achieve cost internalisation since they provide means by which third parties who are negatively affected by the respective action are entitled to veto the action (property rule) or to claim compensation for […]

AWPLN: ‘First post for 2019: news and publications’

“We’ve been informed of the following publications by Australian female scholars in the area of private law from the end of December 2018 to the end of February 2019: Elise Bant, ‘Unravelling Fraud in the Wake of Hayward v Zurich Insurance’ (2019) Lloyd’s Maritime and Commercial Law Quarterly 91; Elise Bant, and Jeannie M Paterson, […]