Category Archives: Business Organisation

Mark Leeming, ‘Six Differences between Trustees and Company Directors’

ABSTRACT This note identifies six differences between trustees and company directors: the absence of a separate legal personality of the trust, the different rights of creditors, the different obligations owed, different rights to information, different powers of removal and, especially, the different requirement of unanimity when decisions are made. Leeming, Mark, Six Differences between Trustees […]

David Dowling, ‘The Role of the Company in the Time of Covid-19’

INTRODUCTION The Covid-19 virus and the resulting pandemic have caused tragic loss of life and suffering. As countries have tried to lower the infection rate they have been forced to shut down large swathes of their economies. The necessary but self-imposed hardship has impacted everyone in society, albeit not equally. Much of the commentary on […]

Ryan Stoa, ‘Equity in Cannabis Agriculture’

ABSTRACT Cannabis legalization is celebrated by many as a long-overdue rectification of a drug policy that has oppressed and incarcerated vulnerable people and communities for decades. But as the legalization era continues and the legal cannabis industry starts to take shape, legalization advocates and industry stakeholders must reckon with a sobering reality: the benefits of […]

Harwell Wells, ‘The Personification of the Partnership’

ABSTRACT What does it mean to say a business association is a legal person? The question has shadowed the law of business organizations for at least two centuries. When we say a business is a legal person we may be claiming that the law distinguishes its assets, liabilities, and obligations from those of its owners; […]

Duncan Wallace, ‘The Social Construction Theory of the Corporation’

ABSTRACT A corporation is an artificial creation of the law, said the Lords in the famous 1896 UK case, Salomon v Salomon. This idea of the corporation, however, leads to some strange results. In this paper, I demonstrate two such strange results: the zero-liability unincorporated association and the limited liability incorporated individual. I then give […]

Chalaczkiewicz-Ladna, Esser and MacNeil, ‘Workforce Engagement and the UK Corporate Governance Code’

ABSTRACT The requirement to adopt one of three options for workforce engagement specified in Provision 5 of the 2018 UK Corporate Governance Code is an important development in terms of integrating stakeholder interests into board decision-making, resulting in better stakeholder engagement. At a high-level, the key provision providing for integration of stakeholder interests (s 172 […]

Briana Cummings, ‘Benefit Corporations: How to Enforce a Mandate to Protect the Public Interest’

ABSTRACT A new trend has emerged within the past decade: corporations that seek to turn a profit while affirmatively promoting the public interest. To accommodate this trend, six states have recently enacted legislation creating the benefit corporation, a for-profit entity that is legally obligated to promote both a ‘specific public benefit’ of its choosing and […]

Arnold, Dixon, Sherill, Tanne and Gulati, ‘The Cost of Guilty Breach: Willful Breach in M&A Contracts’

ABSTRACT The traditional framework of United States private law that every first-year student learns is that contracts and torts are different realms – contracts is the realm of strict liability and torts of fault. Contracts, we learn from the writings of Justice Holmes and Judge Posner, are best viewed as options; they give parties the […]

Matthew Bodie, ‘Trademark’s “Ship of Theseus” Problem’

ABSTRACT Philosophers have long puzzled over the identity of the ship of Theseus. Preserving the boat over time, the ancient Greeks would remove its wooden planks as they rotted and replace them with new planks. The question arose: was this still the same ship? The problem hits at an issue that is critical to trademark […]

Shawn Bayern, ‘Business Law Beyond Business’

ABSTRACT The law of modern business entities is poorly understood from a comprehensive perspective. This area of law has changed significantly in the last several decades in ways that have gone largely unnoticed. The lack of attention is unfortunate because developments in the law of business-entity governance have implications for many other areas of law, […]