This piece considers the codification of the directors' duty to consider the interests of creditors in Irish company law. Although it is well-established as one of the fiduciary duties of directors, the duty to have regard to the interests of creditors when the company is insolvent or is...

The fine balance between prevention of minority shareholder rights and the independent will of the majority shareholders to run the company they majorly hold is largely dependent on the securities enforcement agencies of the country. In India, The SEBI has engaged in minority protections at the...

Lela Mélon’s edited collection brings a fresh perspective to the intricate relationship between corporations and sustainability. The book focuses on the role of state actors in boosting environmental protection and the increasing importance of state awareness on environmental crises. Whether...

After 30 years of debate, the law on the European Company (Societas Europaea, SE) has now come into force. Yet, its success could be doubted, because the regulation and the directive on the SE provide only some basic provisions and refer frequently to the law of the Member States. In this...

The construction of the European Union Single Market requires the elimination of all the barrier to the freedom of establishment of companies as well as the adoption of uniform, or at least harmonized rules for their mobility. Arts. 49 and 54 of the TFUE provide and guarantee the possibility the...

The spectacular rise of ESG usage in investment decision-making made public companies’ environmental and social attitudes critical more than ever as their shares are sold and bought in stock exchanges. Even though the enlightened shareholder value approach (ESV) by Section 172 (S172) of the...

The number of public firms in the United States has halved since the beginning of the twenty-first century, causing consternation among corporate and securities law regulators. The dominant explanations, often advanced by Securities and Exchange commissioners when considering policy initiatives,...

Nachhaltigkeit im und durch das Gesellschaftsrecht - das ist ein erklärtes Ziel vieler neuer Gesellschaftsformen weltweit. Dabei hat sich in den letzten Jahren mit der sogenannten Profit & Purpose Gesellschaft eine neue Art der Gesellschaftsform herauskristallisiert. In dieser verschreiben sich...

After centuries of colonial subordination, Black and Brown ex-colonies are still fighting to achieve the fruits of decolonization. The traditional theory is that former colonies will emerge from the colonial period with the legal mandate and international recognition needed to chart their own...

How do the corporate laws of Global South jurisdictions differ from their Global North counterparts? Prevailing stereotypes depict the corporate laws of developing countries as either antiquated or plagued by problems of enforcement and misfit despite formal convergence. This Article offers a...

This Article examines how corporate law treats legal entity boundaries in groups of companies. This is a critical question given that large corporations typically have hundreds of subsidiaries. Investigating the treatment of this question in key jurisdictions over time reveals an overlooked...

In recent years, there has been a growing recognition of the significance of board gender diversity in corporate law and governance. This increased awareness can largely be attributed to the active engagement of social movements and advocacy groups, with the #MeToo movement playing a pivotal...

The community interest company (CIC) is designed for private actors seeking to engage in pro-social entrepreneurship and investment for public benefit. Although there are a handful of studies that focus on the CIC, knowledge gaps remain in the legal literature. The aim of this article is to fill...

The right to expression of shareholders is a fundamental right of oversight counter balancing directors’ exercise of power. Companies are not simply economic institutions. They are also social institutions, organisations expressing values including expressions of political views. The views of...

Large companies are increasingly on trial. Over the last decade, many of the world's biggest firms have been embroiled in legal disputes over corruption charges, financial fraud, environmental damage, taxation issues or sanction violations, ending in convictions or settlements of record-breaking...

Sind die Mitbestimmungsrechte der deutschen Belegschaft bei Umwandlung in eine SE geschützt? Oder besteht Handlungsbedarf, wie es der letzte Koalitionsvertrag angekündigt hat? Dies hat die Stiftung Familienunternehmen in einem Gutachten untersuchen lassen. Autor ist Professor Christoph...

Introduction -- Part I – The System of Governance of Insurance Undertakings -- Corporate Governance and the so-called “Four-Eyes Principle” -- The Risk Management System, the Risk Culture, and the Duties of the Insurers' Directors -- Role and Significance of the Compliance Function in an...

This dissertation consists of three articles striding topics from corporate governance to asset pricing. It seeks to understand the costs and benefits of better corporate governance, and how assets such as real estate are priced. My ultimate focus is on corporate governance on both sides of the...

Sind die Mitbestimmungsrechte der deutschen Belegschaft bei Umwandlung in eine SE geschützt? Oder besteht Handlungsbedarf, wie es der letzte Koalitionsvertrag angekündigt hat? Dies hat die Stiftung Familienunternehmen in einem Gutachten untersuchen lassen. Autor ist Professor Christoph...

Lack of appropriate financing is a major issue for European small or medium-sized enterprises (SMEs). They are highly dependent on bank lending for external funding, while there is a strong need for wider use of alternative finance, and especially of equity capital with respect to innovative and...

International law and corporate governance share a special relationship: each can offer a way to address shortcomings in the other. International law offers potential solutions to negative externalities generated by corporate activity that harm consumers, employees, local communities, and a...

This paper explores the history of corporate law through the Case of Sutton's Hospital. The case is among the oldest still-cited cases in Anglo-American corporate law and contains the oft-quoted definition that a corporation is “… invisible, immortal, and rests only in intendment of law."...

Ultra Vires (hereinafter 'UV') is the doctrine which confines the capacity of companies to their objectives. Originated in English law, UV was believed to be applicable in its full rigor in Sri Lanka for more than a century, until it was said to be partially abolished through the Companies Act...

In American tort law “enterprise liability” is a response to the profound transformation of the social world brought about by modern industrial, technological society. In this world, most accidental harm is not the random byproduct of isolated individuals going about their idiosyncratic...

This chapter analyses the Pacific Alliance – an economic bloc formed by Chile, Colombia, Mexico, and Peru in 2011 – and its integrated stock exchange, the Mercado Integrado Latinoamericano (MILA). It contends that the Alliance has the potential to foster the transition toward a sustainable...

Corporate law’s predominant focus on regulating directors and empowering shareholders misses the fundamental governance problem in state-owned corporations where the state has a triple role as regulator, enforcer, and asset owner. These create opportunities/incentives for preferential...

This paper discusses the issue of the right of establishment from the perspective of the existing provisions of Serbian Company law. The author tries to analyze the link between positive regulation of incorporation theory, modified with real seat criteria from Private International Law with...

This paper deals with the issue of directors’ responsibility as one of the main instruments of efficient creditor protection. In continental laws this responsibility can be established in tort law, based on fault. Also, UK law and most developed continental laws are also introducing special...

In this paper the author analyses the regime of nullity of a company’s registration, regulated by the Law on the Registration procedure into the Business Agency Register. The focus is on conditions for nullity, possibilities to remedy nullity, time prescription as well as different legal...

We examine the impact on corporate cash holdings of international merger and acquisition (M&A) laws, which facilitate corporate takeovers. We use the staggered enactment of M&A laws from 1992 to 2005 and a sample spanning 34 jurisdictions, and find that levels of corporate cash holdings increase...

The national regulations by which the Member States enforce a discriminatory tax treatment on the subsidiaries or branches of non-resident parent companies, compared to the one enforced on resident companies with an objectively comparable status, represent unjustifi ed restrictions on the...

State statutes give dissenting shareholders an appraisal right in some, but not all corporate mergers. A widely adopted market-out exception denies appraisal if the shares are publicly traded. The rationale for market-out is that the public market offers a reliable valuation of the stocks and a...

A recurrent theme in corporate law is the presence of directors and officers owing fiduciary duties of care and loyalty to the respective companies they serve. Although not as visible in the securities law setting, concepts of fiduciary duty-like obligations arise with some frequency. While the...

A defining characteristic of the financial industry is the overwhelming presence of affiliates—entities that are connected with one other through ownership, management, or a contractual relationship. Although the relationships among affiliated entities serve the business needs of financial...

The essay deals with the features of, and the challenges posed by the initiatives aiming to harmonize European private laws. The first part focuses on the comparison of (overt) methods and (hidden) implications pursued by research-oriented enterprises – such as ‘The Common Core Project’ or...

In September 2021, the Boeing 737 Max debacle turned into an important moment in corporate law. A Delaware court allowed a derivative lawsuit brought by Boeing shareholders to proceed, based on the theory that Boeing’s directors breached their oversight duties by not doing enough to monitor,...

Since the concept of social responsibility, the birth of the obligation to consider environmental and social aspects, which are made in a regulation. One of these regulations is the Act No. 40 of 2007 concerning Limited Liability Company (Company Law). The purpose this study to analyze how of...

What makes the corporate laws of some jurisdictions more attractive for entrepreneurs and investors than others in the global arena? Delaware’s well-known corporate law and its highly regarded specialized Court of Chancery attract entrepreneurs who choose the small state as their locus of...

Camilla Pickles' Pregnancy Law in South Africa: Between Reproductive Autonomy and Foetal Interests (Pregnancy Law) aims at providing a less adversarial angle related to the pregnant woman and the unborn within her by moving away from viewing the pregnant woman as a single entity (including the...

Large companies are increasingly on trial. Over the last decade, many of the world's biggest firms have been embroiled in legal disputes over corruption charges, financial fraud, environmental damage, taxation issues or sanction violations, ending in convictions or settlements of record-breaking...

Lawyers, law schools, and corporate entities have shown an increased interest in sustainable business strategies. This is reflected by the increase in sustainability practice groups, law school courses, and textbooks focusing on the relationship between sustainability and business law; lawyers...

Company law regulations establish the responsibility of directors towards the company and its shareholders (and to creditors in case of insolvency). The interests of stakeholder groups, including the interests of employees, the environment and the society considered as irrelevant in terms of...

Die Kodifizierung der deutschen Rechnungslegung reicht bis in das 18. Jahrhundert zurück. 1945 war es bereits zweigliedrig und unterschied zwischen Vorschriften für Aktiengesellschaften und Vorschriften für andere gewerbliche Unternehmen. Bis 1959 änderte sich wenig an der Rechnungslegung....

This study investigates the effect of corporate governance reforms protecting minority shareholders on the firm value measured by Tobin’s Q. Using the difference-in-differences estimation and a large international sample from 65 countries for the period 2005-2018, the results show that the...

Corporations cannot exist without workers, yet workers are not part of the formal or informal governance structures established by U.S. corporate law. Commentators and policymakers have bemoaned this state of affairs for decades, to little avail. Since the mid-2010s, however, a concept related...

This is Unit 1 from Entrepreneurship Law: Company Creation, an open-source textbook authored by Samantha Prince. Unit 1 covers the following topics:• The Importance of Blogging• Writing to your audience• Choosing a topic• Planning out your Blog Post