Category Archives: Business Organisation

Yunhui Han, ‘Shareholder Rights and Non-Price Loan Contract Terms’

ABSTRACT This paper analyzes the impact of shareholder rights on non-price loan contract terms. Using a large sample of syndicated loans borrowed by US firms between 1991 and 2006, I find that stronger shareholder rights significantly enhance the stringency of loan contract design. The likelihood of having collateral significantly increases with the strength of shareholder […]

‘Wells – The Personification of the Partnership’

“As Paul Miller recently observed, New Private Law scholars have largely hewed to tort, property, contract, or fiduciary law. Comparatively little attention has been devoted to business entities such as corporations and partnerships. Yet without the NPL label, there is fascinating work underway that is well worth the attention of this blog’s readers. As an […]

Mohsen Manesh, ‘The Corporate Contract and the Internal Affairs Doctrine’

ABSTRACT In the landmark ruling Salzberg v Sciabacucchi, the Delaware Supreme Court upheld the validity of a corporate charter provision restricting the rights of shareholders to bring federal securities law claims. Although rights arising under federal securities law lie beyond the internal affairs doctrine, which has traditionally defined the boundaries of state corporate law, the […]

Afra Afsharipour, ‘Women and M&A’

ABSTRACT Corporations, law firms and investment banks all state that diversity matters. This Article shows that there is a chasm between discourse and action. For the most important decisions undertaken by companies – large merger and acquisition (M&A) transactions – a gender gap persists. This Article provides a holistic examination of the entire network of […]

Elizabeth Pollman, ‘Corporate Personhood and Limited Sovereignty’

ABSTRACT This Essay, written for a symposium celebrating the work of Professor Margaret Blair, examines how corporate rights jurisprudence helped to shape the corporate form in the United States during the nineteenth century. It argues that as the corporate form became popular because of the way it facilitated capital lock-in, perpetual succession, and provided other […]

Chung, Yeon and Au-Yeung, ‘Joe Zhixiong Zhou v SAIF Partners II LP: The importance of mapping out the correct corporate structure’

ABSTRACT Joe Zhixiong Zhou v SAIF Partners II LP is a recent judgment of the Hong Kong Court of Final Appeal which concerns a dispute between a private equity fund and its former partner. This judgment, written by Lord Hoffmann NPJ and substantially shorter than those handed down by the lower courts, has several important […]

‘Bringing Data to Firm Successions’

“It was perhaps inevitable that the popular success of the HBO series, Succession, might, in turn, help stimulate scholarly attention to related associated questions. As it relates to critical questions germane to ‘family firms” stock and accounting performances, the general thrust in the academic literature, while mixed, trends in a negative direction. In ‘Do Family […]

Leon Anidjar, ‘A macro-level investigation of transatlantic controlling shareholder’s fiduciary duty’

ABSTRACT Legal systems around the world apply various strategies to mitigate agency costs between controlling and minority shareholders. A systematic review of the transnational law on the loyalty and care obligations of controlling shareholders reveals various doctrinal choices. This study aims to uncover the evolution of these choices by employing a law-in-context methodology. Accordingly, it […]

‘The moral hazard of limited liability’

“Moral hazard occurs when the ‘costs’ of a bad outcome of a (predictable) risk fall, in part or in whole, on someone other than those taking the risk, while at the same time benefiting from good outcomes. If the probabilities of that risk can be ascertained in advance, then, in principle, the risks can be […]

Nick Friedman, ‘Corporate Liability Design for Human Rights Abuses: Individual and Entity Liability for Due Diligence’

ABSTRACT In this article, I critically review the economic theory of corporate liability design, focusing on the allocation of liability between a corporation and its individual human agents. I apply this theory to transnational commercial contexts where human rights abuses occur and assess the likely efficacy of some putative liability regimes, including regimes requiring corporations […]