Category Archives: Business Organisation

‘Some more skeptical thoughts about the American Law Institute’s planned Restatement of Corporate Law’

“A while back I noted that the American Law Institute is going to try writing a Restatement of the Law of Corporate Governance. I was skeptical. Some thoughts: First, a restatement that applies to both closely held corporations and public corporations is unlikely to be successful. I refer you to my mentor Michael Dooley who […]

‘Ernst Freund as Precursor of the Rational Study of Corporate Law’

“It is now widely recognized that legal entity status fulfills important economic functions by separating a firm’s business assets and the personal assets of its founders, directors, or shareholders, and that this separation is stronger in corporations than in partnerships because corporate assets are locked in and controlled by an independent board. This institutional arrangement, […]

‘Global Perspectives on Responsible Artificial Intelligence’

“In June 2020, the Freiburg Institute for Advanced Studies (FRIAS) held an online symposium dealing with ‘Global Perspectives on Responsible Artificial Intelligence (AI)’. The range of topics included the implications of AI for European private law (Christiane Wendehorst, ELI/University of Vienna), data protection (Boris Paal, Freiburg), corporate law (Jan Lieder, Freiburg) …” (more) [Jan von […]

Fisch and Solomon, ‘The “Value” of a Public Benefit Corporation’

ABSTRACT We examine the ‘value’ a PBC form provides for publicly-traded corporations. We analyze the structure of the PBC form and find that other than requiring a designated social purpose it does not differ significantly in siting control and direction with shareholders. We also examine the purpose statements in the charters of the most economically […]

Manns and Anderson, ‘Contract Design, Default Rules, and Delaware Corporate Law’

ABSTRACT Incomplete contract theory recognizes that contracts cannot be comprehensive and that state law necessarily has to fill in gaps when conflicts arise. The more complex the transaction, the more that lawyers face practical constraints that force them to limit the scope of drafting and broadly rely on legal defaults and open-ended terms to plug […]

Federico Mucciarelli, ‘E Pluribus Unum? Language Diversity and the Harmonization of Company Law in the European Union’

ABSTRACT This work addresses the impact of language diversity and nation-specific doctrinal structures on harmonized company law in the EU. With this aim, two emblematic case studies will be analysed. The first case study is related to the definition of ‘merger’ adopted in the Company Law Directive 2017/1132 (originally in the Third Company Law Directive […]

Rehana Cassim, ‘The Power to Remove Company Directors from Office: Historical and Philosophical Roots’

ABSTRACT The Companies Act 71 of 2008 introduced into South African law a provision that, for the first time, empowers the board of directors to remove a director from office. This article contends that the novel power conferred on the board to remove a director from office represents a fundamental shift in the balance of […]

‘The Corporation as Regulatory Partition and the Veil Peeking Exception’

Mariana Pargendler, Veil Peeking: The Corporation As a Nexus for Regulation, University of Pennsylvania Law Review (forthcoming), available at SSRN. It is time to retire the term ‘veil piercing’ from debates about corporate rights. Scholars have been drawn to the veil piercing language because of the tendency of courts to ignore the separate legal personality […]

Kevin Douglas, ‘Missing the Role of Property in the Regulation of Insider Trading’

ABSTRACT For decades, legal scholars have evaluated the law and practice of insider trading through a property lens. Some have debated whether a property rationale is useful for explaining past cases or might make a useful framework for deciding tough cases in the future. Others have explored which market actors should be allocated property rights […]

Spamann, Hirst and Rauterberg, ‘Fiduciary Duties’ (from Corporations in 100 Pages)

ABSTRACT This is the fifth chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field’s essentials: what […]