Category Archives: Business Organisation

Murray and Langford, ‘The Best Interests Duty and Corporate Charities – The Pursuit of Purpose’

ABSTRACT Most Australian charities are incorporated. Yet most directors, legal advisers and commentators are hard pressed to articulate a fairly fundamental obligation of charity directors: to act in good faith in the best interests of their corporation. At a time when shareholder primacy is being increasingly questioned for for-profit corporations and consideration of stakeholders or […]

Rudresh Mandal, ‘Directors’ duties, CSR and the tragedy of the commons in India: Mutual coercion mutually agreed upon’

ABSTRACT This article argues that humanity is locked into a system culminating in the tragedy of the commons (ToC), and swift action is required to course-correct. Undeniably, companies are the single-largest users of natural resources. To that extent, this article puts forward two interrelated proposals on refining directors’ duties under Section 166 of the Indian […]

Gökçe Kurtulan Güner, ‘Rethinking the Need for Commercial Trusts in Civil Law Jurisdictions’

ABSTRACT In this article, the need for the adoption of trusts into civilian jurisdictions has been analysed by placing a special focus on commercial trusts. It has been argued that, the trust may offer an added value for these legal systems as it is more advantageous in terms of asset management, investment and financing purposes. […]

Saule Omarova, ‘The “Franchise” View of the Corporation: Purpose, Personality, Public Policy’

ABSTRACT The sources and nature of business corporations’ legal personhood and purpose are intensely debated issues in today’s academic and political discourse. As the dominant ‘shareholder primacy’ model comes under an increasing pressure, scholars and practitioners of corporate law are searching for alternative formulations of what a ‘good’ corporation is. This essay (a chapter contribution […]

Fisch and Solomon, ‘Should Corporations Have a Purpose?’

ABSTRACT Corporate purpose is the hot topic in corporate governance. Critics are calling for corporations to shift their purpose away from shareholder value as a means of addressing climate change, equity and inclusion, and other social values. We argue that this debate has overlooked the critical predicate questions of whether a corporation should have a […]

Meli and Spindler, ‘The Promise of Diversity, Inclusion, and Punishment in Corporate Governance’

ABSTRACT Motivated in part by a desire to change corporate behavior in a more pro-social direction, a number of governance inclusion mandates have been proposed that would require a corporate board to include diverse individuals or representatives of a constituency. This article applies the economic insights of the Coase theorem to determine if and how […]

Schinkel and Treuren, ‘Corporate Social Responsibility by Joint Agreement’

ABSTRACT Industry-wide voluntary agreements are touted as a means for corporations to take more corporate social responsibility (CSR). We study what type of joint CSR agreement induces firms to increase CSR efforts in a model of oligopolistic competition with differentiated products. Consumers have a willingness to pay for more responsibly manufactured products. Firms are driven […]

Jonathan Hardman, ‘Sevilleja v Marex Financial Ltd: Reflective Loss and the Autonomy of Company Law’

ABSTRACT In Sevilleja v Marex Financial Ltd the Supreme Court considered the ambit of the prohibition on a shareholder recovering losses from third parties for the reduction in the value of their shares or loss of dividend income arising from a wrong suffered by the company. This prohibition on ‘reflective loss’ had been growing in […]

‘Cross-Entity Liability Arrangements and Group Restructuring’

“What do Lehman Brothers, Nortel Networks and Oi (Brazil) have in common, apart from the fact that they were or remain large multinational enterprise groups, which at some point went insolvent? They have been characterised by the integrated nature of their business, facilitated through the elaborate networks of intercompany financing arrangements. These arrangements have made […]

Minju Kim, ‘The system of co-ownership in Japan’

ABSTRACT The system of co-ownership in civil law affects various legal relationships, such as property partnerships and co-heirs. This article introduces the general rules of the co-ownership system in the Japanese Civil Code and explains how they are applied in harmony with the regulations concerning property partnerships and co-heirs. In particular, it deals with changes […]