Category Archives: Business Organisation

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 […]

‘Fiduciary duties beyond the fiduciary relationship – no clean break for directors’

“In Burnell v Trans-Tag Ltd and Another [2021] EWHC 1457 (Ch) Mr Greenbank (sitting as a Deputy Judge of the High Court) was asked to determine whether, and if so to what extent, a director’s fiduciary duties survive the termination of the directorship. The essential part of the judgment on this point is at paragraph […]

Julian Velasco, ‘Fiduciary Judgment Rules’

ABSTRACT Because of the strong moral rhetoric and robust equitable remedies available in fiduciary law, it is not surprising to find lawyers and legal scholars seeking to expand the reach of fiduciary law principles into new relationships and new areas of law. However, expansion often does not work very well because of the demanding and […]

Harwell Wells, ‘Shareholder Meetings and Freedom Rides: The Story of Peck v Greyhound

ABSTRACT In 1947 the civil rights pioneers James Peck and Bayard Rustin, members of the radical religious group the Fellowship of Reconciliation and its offshoot the Congress of Racial Equality (CORE), prepared to embark on the Journey of Reconciliation an interracial protest against segregated busing in the American South. But first they did something else […]

Lacave and Urtiaga, ‘The Law and Economics of Comparative Corporate Law’

ABSTRACT In this paper, we explain the methodological shifts that have occurred over time in the study of company law. Our hypothesis is that comparative company law has developed and evolved as a bridge between two extremes. On the one hand, the doctrinal, black-letter law approach to company law, dominant in academic commentary at the […]

‘Corporate Groups: Corporate Law, Private Contracting and Equal Ownership’

“The median number of subsidiaries of the 50 largest companies in the MSCII World Index is 439, reflecting the prevalence of the corporate group as the most common form of business organization among large corporations. Legal scholars have debated how to best handle corporate group structures for a long time. Typically, unlike the literature in […]

‘Business and Human Rights Symposium: Third Party Human Rights Harms and the Duty of Care’

“The North Mara gold mine in Tanzania has been under scrutiny for many years now. Reports paint a picture of ongoing corruption, environmental harms, and human rights violations, including the excessive use of force by private security and police forces working with the mining company. In 2013 a group of twelve individuals filed a lawsuit […]