Category Archives: Business Organisation

Brian Cheffins, ‘Stop Blaming Milton Friedman!’

ABSTRACT A 1970 New York Times essay on corporate social responsibility by Milton Friedman is often said to have launched a shareholder-focused reorientation of managerial priorities in America’s public companies. The essay correspondingly is a primary target of those critical of a shareholder-centric approach to corporate governance. This paper argues that it is erroneous to […]

‘A New Interesting Book on PIL Aspects of Corporate Social Responsibility’

“A book edited by Catherine Kessedjian and Humberto Cantú Rivera and titled Private International Law Aspects of Corporate Social Responsibility has just been released electronically and in hard copy. As said in the abstract of the book, ‘This book addresses one of the core challenges in the corporate social responsibility (or business and human rights) […]

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 […]

Fisch and Solomon, ‘Should Corporations have a Purpose?’

ABSTRACT The hot topic in corporate governance is the debate over corporate purpose and, in particular, whether corporations should shift their purpose from the pursuit of shareholder wealth to pursuing a broader conception of stakeholder or societal value. We argue that this debate has overlooked the critical predicate questions of whether a corporation should have […]

Petrin and Choudhury, ‘Corporate Purpose and Short-Termism’

ABSTRACT The question of the purpose of the corporation is among the most enduring debates in Anglo-American corporate law. In earlier times, the corporate purpose was clear, but as the corporate entity proliferated and matured – and its power and societal effects became far-reaching – the corporate purpose morphed into a complex issue. The corporate […]

John Armour, ‘Shareholder Rights’

ABSTRACT ‘Shareholder rights’ are the legal entitlements of shareholders via-a-vis companies in which they invest. A large body of research has sought to investigate how shareholder rights foster accountability of controllers. The concern has been that without accountability, managers and dominant shareholders will use their power to further their own interests at the expense of […]

Andrew Tuch, ‘Reassessing Self-Dealing: Between No-Conflict and Fairness’

ABSTRACT Scholars have long disagreed on which of two rules is more effective when a fiduciary engages in self-dealing. Some defend the ‘strict’ no-conflict rule, which categorically bans self-dealing. Others prefer the ‘flexible’ and ‘pragmatic’ fairness rule, which allows self-dealing if it is fair to beneficiaries. The centrality of this debate cannot be overstated: corporate […]

Brian Quinn, ‘Developing Fiduciary Culture in Vietnam’

ABSTRACT This Article examines Vietnam’s efforts during the past two and a half decades to build up its legal infrastructure during its transition from a centrally planned to a market economy. In particular, this Article will focus on the development of legal and regulatory infrastructure to support the development of the corporate sector and fiduciary […]

‘Limited Liability and the Efficient Allocation of Resources: Twenty-Five Years Later’

“In Limited Liability and the Efficient Allocation of Resources, 89 Northwestern University Law Review 140 (1994), I responded to a chorus of scholars who suggested that limited liability for corporations had outlived its usefulness – a thesis that was based in large part on the mistaken assumption that limited liability was meant to subsidize entrepreneurship. […]

Paul Davies, ‘Agency and rectification’

INTRODUCTION … This article will focus on these last two points. Mistakes are, generally, best corrected through rectification. Rectification depends on there being a mistake, and it is important to determine whose mistake is relevant for these purposes. In the context of rectification for common mistake, there is much debate about whether a party actually, […]