Category Archives: Business Organisation

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 […]

Susan Watson, ‘The corporate legal entity as a fund’

Introduction … The article focuses on the concept of a company as a legal person that in essence is a fund comprising of rights. It was only with the advent of limited liability that the corporate legal person ceased to contain human beings. I have previously argued that the modern company developed to become an […]

David Kershaw, ‘The Foundations of Anglo-American Corporate Fiduciary Law’

Abstract This article is reprinted from the Introduction to David Kershaw’s The Foundations of Anglo-American Corporate Fiduciary Law which will be published by Cambridge University Press in August 2018. The book explores the doctrinal pre-history of US and UK corporate fiduciary law – the duties the law imposes on directors, and shows how understanding these […]

Leon Yehuda Anidjar, ‘Toward Relative Corporate Governance Regimes: Rethinking Concentrated Ownership Structure Around the World’

Abstract It is ordinary to distinguish between two types of ownership structures of publicly traded corporations in different countries around the world. According to the diffuse ownership structure – which exists in England and the United States – the share capital of publicly traded corporations is distributed widely. In the past, due to the rational […]

Emily Sherwin, ‘Fiduciary Law and Equity: Enforcing Loyalty’

Abstract In this essay, I suggest that the combination of formal and remedial techniques that equity courts traditionally have applied to the problem of trustee loyalty is strongly oriented to deterrence. One consequence is that when loyalty and prudence conflict, primacy for loyalty is built into the structure of fiduciary law. It is open to […]

Gelter and Helleringer, ‘Fiduciary Principles in European Civil Law Systems’

Abstract This chapter surveys fiduciary principles in Western European civil law jurisdictions. Focusing on France and Germany, we suggest that functional equivalents to fiduciary duties have developed on the Continent, although they do not always carry exactly the same connotations as their common law counterparts. We suggest that the common law developed fiduciary duties as […]

Schanzenbach and Shoked, ‘Reclaiming Fiduciary Law for the City’

Abstract Modern law sets ‘public’ local government law apart from ‘private’ business entities law. Although intuitive, this distinction ignores legal history and, even more troublingly, the contemporary practices of local governments. Due to distressed finances and a political atmosphere favoring privatization, present-day cities routinely engage in sophisticated market transactions typical of private business entities. Current law […]

Stefan Padfield, ‘A New Social Contract: Corporate Personality Theory and the Death of the Firm’

Abstract In their Article The Death of the Firm, Professors June Carbone and Nancy Levit argue that ‘the firm as entity is disappearing as a unit of legal analysis’. More specifically, they argue that by dismissing the corporation as a mere legal fiction and equating the rights of this legal fiction with the rights of […]

Paul Miller, ‘The Identification of Fiduciary Relationships’

Abstract This chapter in the forthcoming Oxford Handbook of Fiduciary Law provides synthetic analysis of the law on fiduciary relationships, focusing on the identification of fiduciary relationships and fiduciary relationship formation and termination. The chapter discusses status- and fact-based methods of identifying fiduciary relationships, as well as analogical and definitional variants on these methods. The […]

‘Empirical Studies of Corporate Law and Governance’

“I’m dubious of empirical analyses (except when they confirm my preexisting priors, of course), but I nevertheless found Michael Klausner’s overview very helpful and provocative: ‘This chapter examines the empirical literature on corporate law and governance in the United States. Four areas of the US corporate governance literature are discussed: (i) state competition to produce […]