Category Archives: Business Organisation

Fenner Stewart, ‘Dominium and the Empire of Laws’

ABSTRACT Civic republicanism endorses a freedom ideology that can support the Corporate Social Responsibility movement (CSR) in some of the challenges it faces. This article is a call for CSR to embrace this normative guidance as a superior alternative to mainstream liberalism. Part 1 discusses the institutional changes that gave rise to CSR’s present incarnation. […]

Weber and Hoesli, ‘Climate Change Liability – Increasing Risks for Directors? Perspectives From Common and Civil Law Jurisdictions’

ABSTRACT Businesses are increasingly expected to consider the environmental and social impacts of their undertakings. In recent years, the focus has shifted specifically to climate change related aspects of corporate behaviour. While climate change litigation against corporations continues to evolve globally, there is a growing debate with regard to directors’ duties: are directors exposed to […]

Jill Fisch, ‘Private Ordering and the Role of Shareholder Agreements’

ABSTRACT Corporate law has embraced private ordering – tailoring a firm’s corporate governance to meet its individual needs. Firms, particularly venture-capital backed start-ups, are increasingly adopting firm-specific governance provisions such as dual-class voting structures, arrangements to create stable shared control rights among a coalition of minority shareholders, and provisions that limit the permissible fora for […]

‘Reflecting on Sevilleja v Marex Financial

“Assume that a person (P) has a claim against another (D) for a loss suffered as a result of a breach of duty owed by D to P. Assume further that a company (Co) has a claim against D for loss suffered by Co as a result of a breach of separate duty owed by […]

‘SEALS, Jeffrey Epstein, and Equity in Trust Law and Corporate Law’

“Mitch Crusto, a long-term buddy from past Southeastern Association of Law Schools (SEALS) conferences, contacted me last year about participating in a discussion group at this year’s SEALS conference on issues surrounding and emanating from Jeffrey Epstein’s significant asset transfers to a trust (for the benefit of his brother) two days before his death, currently […]

Shaheen Banoo, ‘Lifting of the Corporate Veil: Decoding the Doctrine of Separate Legal Personality’

ABSTRACT ‘Lifting of the Corporate Veil; Departure from the Separate Personality Principle? Solomon‘s case is a fountainhead of the Separate Personality Principle. Back in the year 1897 the legal world witnessed the literal interpretation of the law by the House of lords forsaking the principles of equity and fairness. However, the doctrine of the lifting […]

Rosemary Langford, ‘Use of the Corporate Form for Public Benefit: Revitalisation of Australian Corporations Law’

ABSTRACT This article specifically addresses the theme of revitalisation of Australian law in the facilitation of purpose-based companies. It is the second of two articles on purpose-based governance in the charitable and for-profit spheres. Building on the first article, this article critically analyses relevant features of the Australian corporations law regime. It pays close attention […]

Rosemary Langford, ‘Purpose-based governance: a new paradigm’

ABSTRACT The permissibility of corporations pursuing purposes other than profit has been the subject of debate for a number of years. This debate has intensified recently with proposals to allow or mandate the adoption of purposes by corporations. At the same time, purpose is central to governance in the charitable sphere. This article proposes a […]

Sevilleja v Marex: Reflective Loss Restated’

“The Supreme Court’s decision in Sevilleja v Marex Financial Ltd, 15 July 2020, fundamentally restates the doctrine of reflective loss in company law so that: A claim by a company’s creditor against a third party will not be barred where it reflects loss suffered by the company, even if the creditor is also a shareholder; […]

Rosemary Langford, ‘Conflicts and Coherence in the Charities Sphere: Would A Conflict by Any Other Name Proscribe the Same?’

ABSTRACT Proscriptions on conflicts of interest have long been a core component of governance regimes. In the charities sphere such proscriptions arise from a number of sources, including general law, statute and governance standards articulated by the regulator. Unfortunately the wording of relevant conflicts duties varies extensively, giving rise to acute incoherence and uncertainty. This […]