Category Archives: Business Organisation

‘Corporations and Contracts: Continuing to Beat this Drum’

“I’ve previously lamented the blurring of the lines of corporate and contract law, usually arising in the context of forum selection provisions in bylaws or charters that are treated as indistinguishable from ordinary contracts. My most recent post on this concerned the dismissal of a Section 11 case against Uber; shortly thereafter, another California court […]

Freeburn and Ramsay, ‘Virtual Shareholder Meetings in Australia’

ABSTRACT The COVID-19 pandemic has led to some countries, including Australia, enacting temporary changes to their corporate laws to allow virtual meetings of shareholders to be conducted. The purpose of this article is to identify and evaluate the corporate governance arguments arising with a move to virtual meetings. These arguments include whether virtual meetings increase […]

Borselli and Farrando, ‘Corporate Law Rules in Emergency Times Across Europe’

ABSTRACT This paper explores corporate law rules adopted in some European states amidst the COVID-19 pandemic, in order to track the major reform trends and consider how corporate law in Europe has adjusted to the emergency. The analysis focuses primarily on the UK, Germany, France, Italy and Spain; occasionally, depending also on the relevant rules […]

Carola Glinski, ‘Corporate Social Responsibility and Corporate Liability for Environmental Damage’

ABSTRACT This chapter analyses recent developments in tort law, namely in the English tort of negligence, which point towards increased liability of parent companies for damage caused by their subsidiaries. In particular, it discusses the relevance of CSR and environmental self-regulation and best practices for parent liability; which has been discussed controversially in English case […]

Vijay Singh, ‘The doctrine of reverse piercing of corporate veil: its applicability in India’

ABSTRACT Separate legal personality, independent from its member, is a peculiar characteristic of a corporation. Because of this characteristic, members and shareholders enjoy limited liability and get financial protection. However, the principle of separate legal entity is sometimes used or misused by the members of the corporations to escape their liabilities. Thus, in order to […]

‘Public corporations, the public interest, concession theory, and limited liability’

“Is a private corporation somehow vested with a public interest? Do the facts that formation of a corporation requires a (purely ministerial) state act, that the state provides a set of off the rack rules for corporate governance in its business corporation law, and that that law provides both affirmative and defensive asset partitioning via […]

Juho Saloranta, ‘Establishing a corporate responsibility ombudsman: Enhancing remedy through state-based non-judicial mechanisms?’

ABSTRACT This article assesses the efficiency of non-judicial grievance mechanisms in providing victims of corporate human rights violations with improved access to remedy. As no such mechanism is currently available, this article formulates a proposal for a new mechanism in the form of a corporate responsibility ombudsman, which would offer a great deal of flexibility […]

Stefan Lo, ‘Current Accounts and Void Dispositions After Commencement of Winding Up’

ABSTRACT Section 127 of the Insolvency Act 1986 (UK) renders void dispositions of a company’s property after the commencement of winding up. This article critically analyses the legal position relating to payments in and out of current accounts, with an emphasis on three crucial elements: (1) the need to investigate whether value from the company […]

Möslein and Sørensen, ‘Sustainable Corporate Governance: A Way Forward’

ABSTRACT The recently published ‘Study on directors’ corporate governance duties and sustainable’ prepared by Ernst and Young for the European Commission (EY report) has attracted many comments, largely critical. Despite all the justified criticism of the EY report, the potential of company law to make companies more sustainable should not be overlooked. In this article, […]

Ivan Sin, ‘The No Reflective Loss Principle in Marex v Sevilleja: One Step Forward, One Step Back’

ABSTRACT In Sevilleja v Marex Financial Ltd, a seven-member panel of the Supreme Court undertook a root-and-branch re-examination of the no reflective loss principle. While the Supreme Court’s unanimous rejection of the unprincipled expansion of the rule to creditors represents a welcome development of the law, it was held by a bare four to three […]