Category Archives: Business Organisation

William Clayton, ‘High-End Bargaining Problems’

ABSTRACT Traditional law and economics theory places great confidence in the ability of contracting parties to bargain for optimal contracts, and the law reflects this confidence in many important ways. In this Article, I question the wisdom of a formalistic faith in bargaining by uncovering flaws in the bargaining process at the high end of […]

Jonathan Hardman, ‘The butterfly effect: Theoretical implications of an apparently minor corporate transparency proposal’

ABSTRACT The UK government has proposed a seemingly minor change to the UK corporate transparency regime, being to require Companies House to verify the identity of new directors of companies, persons of significant control and those incorporating companies, to help in the fight against corporate crime. These proposals seem sensible and innocuous. However, there are […]

‘Celebrating Henry Hansmann’s Book: The Ownership of Enterprise

“On Friday 29 October 2021, a hybrid conference organised by Columbia University and the European Corporate Governance Institute (ECGI) will celebrate Professor Henry Hansmann’s seminal book ‘The Ownership of Enterprise’ published twenty-five years ago. More than twenty professors of law, business, and economics will explore Professor Hansmann’s masterwork through panel discussions and presentations of original […]

Mark Roe, ‘Dodge v Ford: What Happened and Why?’

ABSTRACT Behind Henry Ford’s business decisions that led to the widely taught, famous-in-law-school Dodge v Ford shareholder primacy decision were three relevant industrial organization structures that put Ford in a difficult business position. First, Ford Motor had a highly profitable monopoly. Second, to stymie union organizers and to motivate his new assembly line workers, Henry […]

Emily Ireland and Cerian Griffiths, ‘Investigations in Fraud and Finance’, online, 28 October 2021

Emily Ireland (University of Liverpool): ‘Married Women, Equity, and the South Sea Crash: An examination of femes coverts’ management of stocks and shares, 1720-40’. Despite the infamy of the 1720 South Sea Bubble, relatively little is known about its impact on female investors. In particular, married women who held and managed South Sea Company stocks […]

Minnes and Solomon, ‘Game of Thrones: Corporate Law and Bankruptcy Law in the Arena of Directors’ Liability’

ABSTRACT A company in financial distress is bound to experience turbulence. In particular, the zone of insolvency is a crucial time in a company’s life in which conflicts of interest between shareholders, managers, and creditors are sharply enhanced. Directors’ liability during this period is a recurring topic of interest. The current COVID-19 pandemic and the […]

Kobi Kastiel, ‘Lucian Bebchuk and the Study of Corporate Governance’

ABSTRACT Prepared for an upcoming issue of The University of Chicago Law Review on the most-cited legal scholars, this Essay discusses Lucian Bebchuk’s fundamental contributions to the field of corporate governance, as well as his major impact on scholarship, practice, and policy. Bebchuk is the author of more than one hundred corporate law and finance […]

Cox and Thomas, ‘A Revised Monitoring Model Confronts Today’s Movement Toward Managerialism’

ABSTRACT There are many lessons to be drawn from the sweep of history. In law, the compelling story repeatedly told is the observable co-movement of law on the one hand, and economic, social, and political changes on the other hand. Aberrations, however, do arise but generally do not persist in the long term. Contemporary corporate […]

David Kershaw, ‘Delaware’s Fiduciary Imagination: Going-Privates and Lord Eldon’s Reprise’

ABSTRACT What does it mean to be a fiduciary, and does it really matter whether the law labels a person a fiduciary or not? Until the late twentieth century Delaware corporate law could have given a singular, coherent answer to these questions; an answer that bore the deep imprint of fiduciary obligation fashioned in England […]

Lisa Benjamin, ‘Group Companies and Climate Justice’

ABSTRACT A string of corporate litigation cases in the United Kingdom highlights the role of corporate group structures in complicating efforts to impose liability on parent companies for the activities of their subsidiaries, particularly where those subsidiaries are located in the Global South. Corporate group structures serve to insulate parent companies against liability for actions […]