Category Archives: Business Organisation

Colin Mayer, ‘What is Wrong with Corporate Law? The Purpose of Law and the Law of Purpose’

ABSTRACT This article argues that corporate purpose should be put at the heart of corporate law. It addresses the objections to this that there is little that corporate law prevents firms from doing in determining their corporate purposes, and, even if they were given greater latitude, companies would do little more than they do at […]

Dammann and Eidenmüeller, ‘Corporate Law and The Democratic State’

“Two prominent progressive senators, Bernie Sanders and Elizabeth Warren, have recently proposed that employees should be allowed to elect forty to forty-five percent of the directors of large corporations. If implemented, such a reform would bring US corporate law substantially closer to European countries like Denmark, Germany, and Sweden, where worker codetermination has long been […]

Joan MacLeod Heminway, ‘Corporate Management Should All Be Feminists’

ABSTRACT The title of this essay may alienate some readers, including the very people who may benefit from it most – corporate directors and officers. Specifically, the title directs the reader to a potentially uncomfortable normative conclusion, using what may be an off-putting ‘f’ word. However, the essay is less about feminism (although it is […]

‘Do we need a Restatement of the Law of Corporate Governance? (No)’

“In 1978, the American Law Institute authorized a project originally intended to result in a restatement of corporate law. As the decade long process of reaching consensus on the corporate governance project dragged on, it became what is still one of the most controversial projects the ALI ever attempted. Indeed, one highly respected commentator went […]

Chantal Mak, ‘Corporate sustainability due diligence: More than ticking the boxes?’

“The role of companies in adequately addressing the social and economic questions of our times has caught the attention of the European legislature and of EU Member States alike. On 23 February 2022, the European Commission presented a proposal for a Directive on Corporate Sustainability Due Diligence, which aims to ‘advance the green transition and […]

‘A Comment on Eric Orts’ Comment on the ALI’s Restatement of Corporate Purpose’

“The American Law Institute has just published the first tentative draft of its new Restatement of the Law of Corporate Governance. Tentative Draft Number 1 is incomplete, but includes a foundational statement on corporate purpose. Section 2.01 is entitled ‘The Objective of a Corporation’ and states that …” (more) [ProfessorBainbridge.com, 7 June]

Mukarrum Ahmed, ‘Private international law and substantive liability issues in tort litigation against multinational companies in the English courts: recent UK Supreme Court decisions and post-Brexit implications’

ABSTRACT This article examines the private international law and substantive liability issues in tort claims against UK based parent companies for the actions of their foreign subsidiaries. Arguments drawn from private international law’s largely untapped global governance function inform the analysis and the methodological pluralism manifested in the jurisdictional and choice of law solutions proposed. […]

Huai Yuan Chia, ‘Rethinking the reflective loss principle’

“In Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd [2021] SGCA 116, the Singapore Court of Appeal (SGCA) had recent occasion to examine the scope of the reflective loss principle, a principle that restricts recovery by A from B of a loss that duplicates parallel loss caused by B to a company C for […]

‘CSDD and PIL: Some Remarks on the Directive Proposal’

“On 23 February 2022, the European Commission published its proposal of a Directive on Corporate Sustainability Due Diligence (CSDD) in respect to human rights and the environment. For those interested, there are many contributions available online, namely in the Oxford Business Law Blog, which dedicates a whole series to it …” (more) [Rui Dias, Conflict […]

Rachel Leow, Review of Capitalism Before Corporations: The Morality of Business Associations and the Roots of Commercial Equity and Law by Andreas Televantos (2020)

“Although much modern commercial activity occurs through corporations incorporated by registration, general incorporation statutes were passed only in the middle of the nineteenth century. But, as Televantos points out, ‘much of the modernisation of production in leading sectors had already happened by [then]’ (p 2). To what extent, then, did English law facilitate trade before […]