Category Archives: Business Organisation

Hayden and Bodie, ‘Shareholder Voting and the Symbolic Politics of Corporation as Contract’

Abstract American corporations are structured in such a way that shareholders, and shareholders alone, have the right to vote in all significant corporate decisions. Over the years, this exclusive shareholder franchise has been supported by an ongoing procession of justifications. But as those arguments have fallen by the wayside, shareholder primacists have circled back and […]

Thomas Papadopoulos, ‘Reincorporations: a comparison between Greek and Cyprus law’

Abstract This paper aims at analyzing the legal framework of reincorporations and subsequent change of applicable law in Greece and Cyprus. A comparison between Greek Law and Cyprus Law will be drawn. This article highlights possible required reforms. Cyprus has a quite detailed legal framework of voluntary inbound and outbound reincorporations. While Greece has certain […]

Sergio Ricci, ‘The Technology and Archeology of Corporate Law’

Abstract  Some answers to pressing problems in modern corporate law come from the past. Archeology of corporate law excavates ancient laws and language in order to solve salient issues in contemporary and future corporate debates. This Article employs archeology of corporate law to analyze three intertwining legal and organizational technologies. First, it sheds light on […]

‘The Weakening of Fiduciary Law’

“In the 1970s and 80s, as major financial institutions grew and diversified their operations, courts and scholars recognized that fiduciary law posed profound challenges for the organizational practices of these firms. The challenges were considered existential by some: firms, ultimately, would need to slim down their operations, and perhaps even need to disaggregate some units, […]

Schanzenbach and Sitkoff, ‘The Law and Economics of Environmental, Social, and Governance Investing by a Fiduciary’

Abstract The use of environmental, social, and governance (ESG) factors in investing is increasingly common and widely encouraged by investment professionals and non-government organizations. However, trustees and other fiduciary investors in the United States, who manage trillions of dollars, have raised concerns that using ESG factors violates the fiduciary duty of loyalty. Under the ‘sole […]

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 […]

Sean McGinty, ‘Legal Families and the Birth, Growth and Death of a Corporate Law Rule’

Abstract This paper explores the limits of the concept of legal family in the context of corporate law, where scholarship has given it a prominent role in explaining differences in legal evolution. It does so by comparing the lifespan of a single rule which, owing to historical coincidence, Japan and Ontario both enacted in the […]

Mohsen Manesh, ‘Fiduciary Principles in Unincorporated Entity Law’

Abstract This book chapter, prepared for the forthcoming Oxford Handbook of Fiduciary Law, provides a descriptive account of fiduciary principles in the context of unincorporated business entities, principally the general partnership, the limited partnership, and the limited liability company. Specifically, this chapter examines (a) the trigger for finding a fiduciary relationship within unincorporated entities; (b) […]

Tamar Frankel, ‘The Rise of Fiduciary Law’

Abstract The law that defines and regulates fiduciary relationships appears in many legal areas, such as family law, surrogate decision-making, international law, agency law, employment law, pension law, remedies rules, banking law, financial institutions’ regulation, corporate law, charities law not for profit organizations law, and the law concerning medical services. Fiduciary relationships, and the concepts […]

Philip Rawlings, ‘“A Sacred Trust For The Future”: Regulating Insurance, 1800-70’

Abstract The history of commercial law has often been written as if it were merely a product of the common law, disregarding the role played by legislation. The principal exception to this has been work on company law. Until recently, the prevailing view has been that the Companies Acts 1844–62 represented the triumph of the […]