Category Archives: Business Organisation

Andrew Tuch, ‘Managing Management Buyouts: A US-UK Comparative Analysis’

ABSTRACT This chapter comparatively assesses US and UK law governing management buyouts (MBOs), focusing on the duties of directors and officers in these systems. The analysis casts doubt on persistent but mistaken perceptions about US and UK corporate fiduciary duties for self-dealing. The UK no-conflict rule is seen as strict, the US fairness rule as […]

Aisha Saad, ‘Corporate Personhood: Possibilities for Progressive, Trans-Doctrinal Legal Reform’

ABSTRACT Kent Greenfield’s Corporations Are People Too (And They Should Act Like It) reclaims the legal theory of corporate personhood from the conservative right and champions it for the progressive left. Greenfield argues that corporate personhood, properly construed, can further progressive goals by limiting certain corporate powers, increasing corporate accountability, and enabling corporate management to […]

Colin Mayer, ‘Shareholderism Versus Stakeholderism – a Misconceived Contradiction’

ABSTRACT This paper critiques an assessment by Bebchuk and Tallarita (BT) of the relative merits of shareholder and stakeholder governance. BT’s paper argues that stakeholder governance is either nothing more than enlightened shareholder value, or it imposes unmanageable tradeoffs on directors of companies. But trade-offs are ubiquitous not just in stakeholder but also in shareholder […]

‘A Fuller Sense of Corporate Purpose: A Reply to Martin Lipton’s “on the Purpose of the Corporation”’

“Martin Lipton is a legend in the field of corporate law. So, when Mr Lipton speaks on the purpose of the corporation, as he did in his recent posts on the Harvard Law School Forum on Corporate Governance and the Columbia Law School’s Blue Sky Blog, people definitely should listen. The point of his posts, […]

Eric Chaffee, ‘A Theory of the Business Trust’

ABSTRACT Business trusts have played and continue to play an important role in the economy of the United States. They are commonly used for a variety of different business activities, including mutual funds, employee pensions, real estate investment trusts (‘REITs’), and asset securitization. Despite the importance of these entities, very little legal scholarship exists focusing […]

Maripaz Muñoz Prieto, ‘Legislation, Regulations, and Reflections on Environmental Accounting as a Reflection of the Incorporation of Social Responsibility in Companies’

ABSTRACT The purpose of this article is to analyze how accounting legislation has contributed to the improvement of public information on environmental aspects in the financial reports issued by companies. Also, the article aims to verify the relationship between this environmental accounting legislation and the processes of corporate social responsibility. These reports are used for […]

David Kershaw, ‘Corporate law’s fiduciary personas’

INTRODUCTION … This article is concerned with corporate law’s multiple fiduciary personas. It argues that although corporate law is very familiar with the idea that one person can have several capacities in which that person has a relationship with the company – as, for example, shareholder, creditor, employee and director – it has lost sight […]

Tingle and Spackman, ‘Do Corporate Fiduciary Duties Matter?’

ABSTRACT The duty of corporate fiduciaries to act in the best interests of the firm lies at the heart of most stories about corporate law. It has occupied the center of what is probably the longest and most extensive debate in corporate law: whether the duties should be owed to shareholders alone or to other […]

Jack Watson, ‘Indemnities and modern corporate structures’

ABSTRACT This article considers the issue of trustee indemnity clauses and their interaction with the corporate structures which underlie many modern trusts. It considers the problems which can arise in relation to such clauses and the recent decision of First National Trustco (UK) Ltd v McQuitty [2020] EWCA Civ 107 in which the Court of […]

David Ellerman, ‘Corporations!’

ABSTRACT Corporations have been getting a bad rap lately. Many blame ‘corporations’ for a litany of ills that, upon closer examination, should be blamed on another institution. Our goal is to analyze a miscellany of fallacies concerning the Citizens United case, corporate personhood, the stakeholder theory, the affected interests principle, and finally ending with the […]