Category Archives: Business Organisation

Call for Papers: Corporate Responsibility and Liability in relation to Climate Change: Utrecht Centre for Accountability and Liability Law, 19-20 May 2022

We cordially invite paper proposals dealing with corporate responsibility and liability for climate change from a wide variety of areas of law, such as tort law, contract law, international law, arbitration law, European law, corporate law, criminal law, human rights law, energy law, and soft law. Papers dealing with a regulation, governance or foundational perspective […]

‘Managing Corporations’ Risk in Adopting AI: A Corporate Responsibility Paradigm’

“Accelerating developments are being observed in machine learning (ML) technology as the capacities for data capture and ever-increasing computer processing power have significantly improved. This is a branch of artificial intelligence technology that is not ‘deterministic’, but rather one that programs the machine to ‘learn’ from patterns and data in order to arrive at outcomes, […]

Abraham Cable, ‘Time Enough for Counting: A Unicorn Retrospective’

ABSTRACT Legal scholars worry that existing laws cannot adequately regulate large private companies (‘unicorns’). At the same time, unicorns are a key part of markets that seem to be flourishing. Are unicorns a problem that requires solving or a sign that entrepreneurial finance is working? This essay addresses that question by tracking outcomes for the […]

Todd Haugh, ‘Understanding the Role of Power Distributions in Compliance’

ABSTRACT Corporate compliance in most companies is carried out under the assumption that unethical and illegal employee conduct occurs in a more or less predictable fashion. Although compliance officers may not know exactly when or how compliance failures will occur, they act under the assumption that wrongdoing will be independently sprinkled throughout the company. This […]

Boulland, Bourveau and Breuer, ‘Corporate Websites: A New Measure of Voluntary Disclosure’

ABSTRACT We construct a new measure of voluntary disclosure based on firms’ websites. Using the Wayback Machine, we create a standardized measure of disclosure capturing the quantity of information on firms’ websites. We validate our measure by documenting that it is positively associated with established measures of firms’ voluntary disclosure and liquidity. Importantly, we document […]

Ernest Lim, ‘A Case for Shareholders’ Fiduciary Duties in Common Law Asia’

ABSTRACT This paper is a pre-print version of the Introduction to Ernest Lim’s A Case for Shareholders’ Fiduciary Duties in Common Law Asia published by Cambridge University Press in 2019, which was awarded the Society of Legal Scholars Peter Birks Runner-up Prize for Outstanding Legal Scholarship. This book reconceptualises the role of the general meeting […]

‘Not by Contract Alone: The Contractarian Theory of the Corporation and the Paradox of Implied Terms’

“The contractarian theory of the corporation holds that a business corporation is a creature of contract and, more specifically, a nexus of incomplete contracts between directors, shareholders, employees, suppliers, customers and other parties (see here). This draws attention to the express or implied consent of all the participants and suggests that the role of corporate […]

Nili and Kastiel, ‘The Corporate Governance Gap’

ABSTRACT A reliable system of corporate governance is considered an important requirement for the long-term success of public companies and for the good of society at large. After decades of research and policy advocacy, there is a growing sense that corporations are finally nearing the promised land: boards of public corporations seem more diverse, large […]

Ebers and Quarch, ‘EU Consumer Law and the Boundaries of the Crowdfunding Regulation’

ABSTRACT One of the main goals of the Crowdfunding Regulation 2020/1503 (hereinafter: CR) is the protection of non-professional investors. In a similar vein, EU Consumer Law strives to achieve a high level of consumer protection in the EU Digital Single Market. This chapter delineates the ‘boundaries’ of the CR and its potential interactions with EU […]

Kish Parella, ‘Contractual Stakeholderism’

ABSTRACT In 2019, the Business Roundtable announced its commitment to all corporate stakeholders – consumers, employees, suppliers, and communities – and not only shareholders. This announcement has re-awakened an old debate over corporate social responsibility. ‘Stakeholderism advocates’ argue that corporate leaders must take into account the interests of the various stakeholders impacted by corporate decision-making. […]