Category Archives: Business Organisation

Kevin Tu, ‘Blockchain Stock Ledgers’

ABSTRACT American corporate law contains a seemingly innocuous mandate. Corporations must maintain appropriate books and records, including a stock ledger with the corporation’s shareholders and stock ownership. The importance of accurate stock ownership records is obvious. Corporations must know who owns each of its outstanding shares at any point in time. Among other things, this […]

Catherine McBride, ‘Whose Company Is It Anyway? The Benefits of Unprotected Capitalism and Unruly Shareholders’

ABSTRACT Free-market capitalism requires creative destruction. It is important that poorly performing companies are allowed to go out of business or allowed to be taken over, and it is equally important that new companies are able to replace them. If company management is not maximising shareholder value, then the shareholders should be entitled to act. […]

Amanda Rose, ‘Designing an Efficient Securities Fraud Deterrence Regime’

ABSTRACT This chapter discusses the fundamental design choices that policymakers must confront when attempting to construct an optimal securities-fraud deterrence regime, and offers what theory suggests is the best approach to each. The analysis reveals that the United States’ current approach to securities-fraud deterrence falls far short of the ideal. Rose, Amanda M, Designing an […]

‘Appeal allowed against Enbridge Inc in duty of care dispute; court orders trial’

“Duty of care owed by Enbridge Inc has been raised as a triable issue in a case before the Ontario Court of Appeal after an explosion damaged an apartment building where the gas regulators were maintained by a subsidiary company. Counsel involved in the case noted that there are ‘important lessons for lawyers’ from the […]

Lynch Fannon and Gant, ‘JCOERE – Judicial Co-Operation in the European Union: Insolvency and Rescue’

ABSTRACT This Chapter will begin with a snapshot of the JCOERE Project teasing out some implications connected to the Preventive Restructuring Directive and the cooperation obligations under the EIR Recast against the backdrop of emerging European debates. It will go on to consider how the PRD reflects a range of preventive restructuring processes that already […]

Jassmine Girgis, ‘The evolution of corporate rescue in Canada and the United States’

ABSTRACT This chapter explores the evolution of corporate rescue in both Canada and the US. The timing and specific circumstances surrounding the legislation’s enactment were different in each country, but the underlying concepts and goals within the broader context of bankruptcy legislation were the same. Both countries had experienced the profound effects of business failure […]

Rahul Mehta, ‘Piercing the Corporate Veil’

ABSTRACT The paper gives a brief introduction to section 9 of the Companies Act 2013, and examines the concept of a company being treated as a separate legal entity. The purpose of this paper, however, is to illustrate the fact that Courts should be restrained from abruptly applying the doctrine of lifting the corporate veil […]

Thomas Papadopoulos, ‘Screening of Foreign Direct Investments through European Company Law’

ABSTRACT This chapter examines how screening of foreign direct investments could take place through European company law. It scrutinizes the contribution of both CJEU’s case law and harmonization of European company law to an effective screening of foreign direct investments. On the basis of this approach, this chapter is divided into two parts. The first […]

Andrew Tuch, ‘M&A Advisor Misconduct: A Wrong Without a Remedy?’

ABSTRACT Merger and acquisition (‘M&A’) transactions are among the most high profile of corporate transactions. They are also among the most contentious, with around eighty percent of all completed deals litigated in recent years. And yet investment banks – essential advisors on these deals – have generally succeeded spectacularly in avoiding liability, an anomaly considering […]

‘Disclosure Requirements in Corporate Debt Restructuring via Schemes of Arrangement: A Comparative Approach’

“Creditors often face significant information asymmetry when debtor companies seek to restructure their debts. In the United Kingdom, it is mandatory for debtor companies, seeking to invoke the courts’ jurisdiction to restructure their debts via schemes of arrangement (schemes), to disclose material information in the explanatory statement to enable the creditors to make an informed […]