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ESG and director’s duties: defining and advancing the interests of the company Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-04-04 Luh Luh Lan, Walter Wan
It is difficult to advance the ESG agenda using company law, especially in common law legal systems. Cases show that directors’ duties require directors to prioritise the ‘interests of the company’...
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Toward a theory of plural business purposes Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-03-05 Eric W. Orts
This article examines the current debate advocating ‘business purpose' as an alternative to the common view that business should focus only on profit maximisation. A legal analysis reveals that ‘bu...
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Corporate sustainability reporting: double materiality, impacts, and legal risk Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-02-26 Félix E. Mezzanotte
Following the enactment of the Corporate Sustainability Reporting Directive and the creation of the European Sustainability Reporting Standards (ESRS rules), the European Union has set a new regime...
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The legal construction of management: a neo-realist framing and genealogical case study Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-02-09 Simon Deakin
The practice of corporate management is not wholly prior to the legal interventions which have sought to shape it since the first emergence of modern industry. A genealogical case study of mine saf...
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Corporate Culture and Systems Intentionality: part of the regulator’s essential toolkit Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-01-18 Elise Bant, Rebecca Faugno
The recent Law Commission of England and Wales review of corporate criminal liability has presented a range of options to the Government to address current deficiencies in the law of corporate attr...
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Fostering socially responsible stewards: CSR and investment funds in India Journal of Corporate Law Studies (IF 1.093) Pub Date : 2024-01-05 Anik Bhaduri
In 2013, the Indian government mandated all companies to spend a portion of their profits on Corporate Social Responsibility (`CSR') activities but did not require companies to incorporate sustaina...
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Shareholder stewardship: autonomy and sociality Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-12-27 Konstantinos Sergakis
Notwithstanding the prevalent facets of shareholder stewardship as a market concept, this paper advances the argument that there is another constitutive - though well hidden - element that is more ...
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An institutional analysis of UK ostensible minority shareholder protection mechanisms Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-12-11 Jonathan Hardman
This article argues that there is a conundrum at the heart of the company law understanding of ostensible minority protection mechanisms (the derivative claim and unfair prejudice): they are terrib...
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ESG-based remuneration in the wave of sustainability Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-09-15 Longjie Lu
ABSTRACT By investigating ESG-based remuneration in the UK FTSE 350 companies, this article finds that in practice, ESG-based remuneration may depart from its expected role in promoting corporate sustainability, whereas being adopted as a tactic for impression management or managerial rent extraction. Due to the unmeasurable effects of most ESG factors on shareholder value and their subjective nature
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Authorisations to issue shares and disapply pre-emption rights in the UK, Belgium and France: law, economics and practice Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-09-15 Tom Vos
In this paper, I analyse the role of shareholder approval and pre-emption rights in protecting shareholders in share issuances by listed corporations in the UK, Belgium and France. In these countri...
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Controlling externalities: ownership structure and cross-firm externalities Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-09-15 Dhammika Dharmapala, Vikramaditya S. Khanna
The increasingly influential ‘universal owner’ theory posits that index funds have incentives to reduce cross-firm externalities to maximise portfolio value. We develop a more general conceptual fr...
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Restructuring moratoriums through an information-processing lens Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-09-11 Sarah Paterson
Using insights from complex systems theory, it is argued that financially distressed large corporates will seek the protection of a moratorium when the benefits it brings outweigh its signalling an...
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Banking on cultural change: individual accountability in the financial services sector in Ireland Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-09-07 Ciaran Walker, Joe McGrath
Modelled on the Senior Managers and Certification Regime (SMCR) in the UK, the new individual accountability framework (IAF) in Ireland aims to drive positive cultural change and restore trust in f...
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Third country central counterparty (CCP) supervision as a catalyst for more centralized EU CCP supervision? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-08-18 Evariest Callens
In early 2022, a UK CCP cancelled some $4 billion of transactions in the war-affected nickel market, triggering outrage from market participants that were in the money. The ‘nickel debacle’ illustr...
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Shareholder concentration and control in Australia Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-07-14 Jenifer Varzaly
There is ongoing interest in understanding share ownership and control dynamics in publicly listed companies, given the governance and regulatory implications arising therefrom. This article presen...
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The creditor duty post Sequana: lessons for legislative reform Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-07-03 John Quinn, Philip Gavin
UK common law recognises that directors owe a fiduciary duty to consider creditors' interests when a company is insolvent or in financial difficulty. However, the scope of this duty remains unclear...
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Proper purposes and directors’ duties - time to slay the chimera? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-06-08 Pearlie Koh
ABSTRACT The statutory statement of directors' duties contained in the Companies Act 2006 imposes a duty on directors to ‘only exercise powers for the purposes for which they are conferred’. The duty has been equiparated with the equitable fraud on a power doctrine. This paper challenges the correctness of this approach, and argues that the unwarranted ‘merging’ of the duty and the doctrine has resulted
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Curtailment of individual rights by statutory moratoria Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-05-26 Angharad James
ABSTRACT The inclusion of a statutory moratorium has been a consistent feature of UK insolvency regimes, most recently with the introduction of a restructuring moratorium by the Corporate Insolvency and Governance Act 2020. Despite the overarching intentions of promoting the rescue of a company, statutory moratoria can cause significant hindrances for those stakeholders seeking to exercise their proprietary
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The ends and means of banking: the Royal Bank of Scotland after the 2008 crisis Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-05-18 Iain Frame
ABSTRACT The distress wreaked on small businesses by the Royal Bank of Scotland’s turnaround division, the Global Restructuring Group, is one of the most egregious examples of bank misconduct in recent decades. Such misconduct invites reflection on the role of commercial banks in the creation and use of money. To what ends and by what means do commercial banks perform this role? This article considers
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Private companies: the missing link on the path to net zero Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-04-21 Alperen A. Gözlügöl, Wolf-Georg Ringe
ABSTRACT Global consensus is growing on the contribution that corporations and finance must make towards the net-zero transition in line with the Paris Agreement goals. However, most efforts have ultimately focused on public companies. This article argues that such a focus falls short of providing a comprehensive approach to the problem of climate change. It particularly examines the contribution of
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The missing theory for regulation and law-making: women in corporate leadership Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-01-23 Anindita Jaiswal Jaishiv
ABSTRACT While enough ink has been spilled debating boardroom gender diversity, there is little analysis from a regulatory standpoint in relation to the divergence found in legal strategies across countries. It is this gap which this article seeks to address. In doing so, the article explores the nexus between the rationales and the policy approaches/legal strategies adopted by countries, through the
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Rescue financing under a ‘viability spotlight’ Journal of Corporate Law Studies (IF 1.093) Pub Date : 2023-01-11 Lydia Tsioli
ABSTRACT This article examines how the different jurisdictional treatment of rescue financing in restructuring proceedings may affect the fundamental decision as to how a debtor's estate is deployed. This question is explored through a detailed examination of two very different models of rescue financing – the US statutory model and the UK market-based model. The article finds that the US model may
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Artificially intelligent boards and the future of Delaware corporate law Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-12-22 Christopher M. Bruner
ABSTRACT This article argues that the prospects for Artificial Intelligence (AI) to impact corporate law are at once over- and under-stated, focusing on the law of Delaware – the predominant jurisdiction of incorporation for US public companies. Claims that AI systems might displace human directors not only exaggerate AI’s foreseeable technological potential, but ignore doctrinal and institutional
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Accountability in sharia governance: is it time for sharia firms? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-12-21 Saleh Abdulrahman Alamer
ABSTRACT The main role of the sharia supervisory board (SSB) is to provide sharia assurance to Islamic financial institutions (IFIs) and other stakeholders regarding sharia-compliance matters. This role is very essential in sharia governance. Therefore, the SSB’s position in the structure of IFIs needs to be examined to analyse how sharia interest could be assured for its stakeholders. This assurance
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Thirty years and done – time to abolish the UK Corporate Governance Code Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-11-04 Brian R. Cheffins, Bobby V. Reddy
ABSTRACT A 1992 Code of Best Practice developed by a committee Sir Adrian Cadbury chaired revolutionised UK corporate governance. The Code, which introduced non-statutory best practice provisions with which listed companies could choose not to comply so long as they explained why, has evolved into the more expansive UK Corporate Governance Code of today. This article argues that after 3 decades it
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Reconstructing the Corporation: From Shareholder Primacy to Shared Governance Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-10-03 John Quinn
Published in Journal of Corporate Law Studies (Vol. 22, No. 2, 2022)
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Derivative contracts in EU law: never mind the definition? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-09-12 Evariest Callens
ABSTRACT In line with international policy initiatives after the 2008 financial crisis, the EU co-legislators have sought to mitigate the potential destructive effects of derivative contracts through a host of far-reaching legislative interventions (e.g. mandatory usage of central counterparties (CCPs)). To determine the scope of application of these legislative initiatives, the definition of derivatives
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Section 29A of India’s Insolvency and Bankruptcy Code: an instance of hard cases making bad law? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-07-28 M. P. Ram Mohan, Vishakha Raj
ABSTRACT The Insolvency and Bankruptcy Code (IBC) of India which offers a mode of reorganisation for distressed corporations prevents promoters and directors with non-performing assets from submitting plans to rescue their company. This provision is contained under section 29A of the IBC. Judicial interpretation has required corporate reorganisations under India's Companies Act to give effect to the
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Every sunset is an opportunity to reset: an analysis of dual-class share regulations and sunset clauses Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-05-24 Charlie Xiao-chuan Weng, Arena Jingjing Hu
ABSTRACT The dual-class structure tends to increase the agency costs associated with concentrated ownership, such as those stemming from self-dealing and poor-quality management. While corporate law addresses some agency problems, it is unable to eliminate all agency problems without unduly restricting the freedom of corporate controllers to manage their firms. This article uses theory-based and empirical
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Shareholder inspection rights: lessons from Australia Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-04-04 Tim Bowley, Jennifer G. Hill
ABSTRACT Information asymmetry between shareholders and corporate managers can subvert contemporary calls for increased institutional investor oversight. Information asymmetry can also arise between minority shareholders and controlling shareholders. This article examines the trajectory of shareholder inspection rights in Australia. It evaluates the effectiveness of an important shift in the 1980s
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The senior managers and certification regime in financial firms: an organisational culture analysis Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-04-04 Anat Keller, Andreas Kokkinis
ABSTRACT This article critically interrogates the experience of the implementation and enforcement of the Senior Managers and Certification Regime (SMCR) in light of interdisciplinary literature on organisational culture. We demonstrate that the SMCR brings the promise of enhancing effective regulatory supervision of firm culture, supporting the incipient professionalisation of senior manager functions
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The regulation of equity crowdfunding in the US: remaining concerns and lessons from the UK Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-02-24 Yanzhe Li
ABSTRACT Equity crowdfunding (ECF) provides small to medium-sized enterprises (SMEs) with affordable access to funds, but it may expose investors to various risks. To promote capital formation for SMEs while maintaining adequate investor protection, the US has adopted a special ECF regime under the JOBS Act of 2012 and more recently made some amendments to it. However, two key problems of this regime
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Warning the UK on Special Purpose Acquisition Companies (SPACs): great for Wall Street but a nightmare on Main Street Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-02-24 Bobby V. Reddy
ABSTRACT Special Purpose Acquisition Companies (SPACs) are non-operating entities seeking public listings with the sole intention of subsequently acquiring other companies. Once a target has been acquired, the SPAC de-lists and the newly enlarged group reapplies for listing as a, now publicly-owned, operating entity, thereby streamlining the process to IPO for the target. SPACs have surged in the US
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Shareholder withdrawal in close corporations: an Anglo-German comparative analysis Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-02-08 Alan K. Koh
ABSTRACT Small and medium enterprises (SMEs) are important to most economies, but the laws of close corporation entities used by SMEs are underrepresented in comparative corporate law scholarship. This Article critically analyses ‘withdrawal’ regimes in Germany's GmbH (Austritt aus wichtigem Grund) and the UK's private company limited by shares (unfair prejudice remedy) that respond to shareholder
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Directors duties and human rights impacts: a comparative approach Journal of Corporate Law Studies (IF 1.093) Pub Date : 2022-02-07 Robert McCorquodale, Stuart Neely
ABSTRACT This article provides a comparative perspective on the issue of directors’ liability for actions by a company which causes or contributes to human rights impacts. International, European and national regulatory developments in business and human rights are influencing company law. This article will consider directors’ duties in relation to the meaning of ‘the best interests of a company’ and
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Different visions of stewardship: understanding interactions between large investment managers and activist shareholders Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-11-11 Suren Gomtsian
ABSTRACT Weak incentives to invest in shareholder oversight and limited resources confine stewardship by large institutional investors. According to an influential argument, activist shareholders can offer a solution by supplying large investment (asset) managers with company-specific information. This article questions the potential informational role of traditional activist campaigns initiated by
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Enhancing virtual governance: comparative lessons from COVID-19 company laws Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-09-27 Dirk A. Zetzsche, Linn Anker-Sørensen, Roberta Consiglio, Miko Yeboah-Smith
ABSTRACT This article documents elements of COVID-19-inspired company legislation on digital participation of shareholders in general meetings in 22 countries and analyses to what extent such legislation can function as a blueprint for law reform. Lawmakers need to strike a balance between ensuring a smooth general meeting (from management's perspective) and protecting shareholders' rights. COVID-19
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Simplified corporations and entrepreneurship Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-09-13 Alvaro Pereira
ABSTRACT The World Bank's Doing Business project encourages the reduction of business registration requirements to stimulate entrepreneurship and economic development. Over the last two decades, it has contributed to the harmonisation of these requirements worldwide, but the rates of newly registered firms have not always followed through. Its unparalleled influence and emphasis on procedural reforms
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London Allowing dual class Premium listings: A Swedish comment Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-09-03 Erik Lidman, Rolf Skog
ABSTRACT In the UK Listing Review it is suggested that the LSE should allow companies with dual class share (DCS) structures to list on the Premium segment. In this paper, we discuss this proposal. First, we present an overview of the DCS-debate together with the proposition in the Review to allow for DCS-listings under certain conditions. Second, we discuss the arguments that are made against DCS-listings
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British social enterprise law Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-08-31 J. S. Liptrap
ABSTRACT 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 two of those gaps. First, it shines a spotlight on the political drivers that spurred the CIC.
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Governing institutional investor engagement: from activism to stewardship to custodianship? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-08-17 Andrew Johnston, Rachelle Belinga, Blanche Segrestin
ABSTRACT Institutional investor engagement with companies is a long-standing goal of policymakers. This article evaluates whether the UK's regulatory and soft law regime is likely to orient engagement towards its goal of long-termism and sustainability. After a historical overview, it notes that institutional investors have considerable discretion in whether and how they engage with companies. Three
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Towards an optimal model of directors’ duties in the zone of insolvency: an economic and comparative approach Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-08-13 Aurelio Gurrea-Martínez
ABSTRACT When a company becomes factually insolvent but it is not yet subject to a formal insolvency proceeding, the shareholders - or the directors acting on their behalf - may engage, even in good faith, in various forms of behaviour that can divert or destroy value at the expense of the creditors. For this reason, many jurisdictions impose special directors’ duties in the zone of insolvency. From
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Related party transactions by directors/managers in public companies: a data-supported analysis Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-07-02 Alperen Afşin Gözlügöl
ABSTRACT Related party transactions (RPTs) are a primary way for corporate insiders to expropriate company value. Conventional wisdom in corporate law theory holds however that RPTs entered into by directors/managers (rather than controlling shareholders) are of lesser concern in both controlled and dispersedly-owned companies. This article challenges this conventional wisdom and puts forward various
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Promotion of group restructuring and cross-entity liability arrangements Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-05-13 Ilya Kokorin
ABSTRACT Modern enterprises often operate as interconnected groups of companies. This is facilitated by various cross-entity liability arrangements, which aim at risk mitigation and control, and may contribute to the reduced agency cost of debt. However, they pierce limited liability (cross-guarantees) or impose correlation between the fates of separate entities (intercompany cross-defaults and ipso
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Transnational corporations and modern slavery: Nevsun and beyond Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-04-23 Akshaya Kamalnath
ABSTRACT A recent decision of the Supreme Court of Canada Nevsun Resources Ltd. v Araya, has brought the issue of transnational corporations’ responsibility for human rights violations to the forefront in Canada. After critically examining the decision, this article aims to propose an effective legislative design for Canada. The article also examines another pertinent decision (this one from the UK)
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Institutional investors as environmental activists Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-04-06 Tom Giles Kelly
ABSTRACT Climate change mitigation has presented a serious problem for global regulators. An area that is emerging from a collection of legislative initiatives of the European Commission is the role of institutional investors in holding companies accountable for decisions that have a climate change impact. These legislative initiatives are the Revised Shareholder Rights Directive, Disclosures Regulation
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Towards an optimal composition of bail-inable debtholders? Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-04-06 Edoardo D. Martino
ABSTRACT The core insight of the new EU framework for bank resolution is to allocate losses to bank's insiders (bail-inable creditors). This affects both financial stability and the corporate governance of banks. The current academic debate on bank resolution overlooks the relevance of identifying the investors in bail-inable securities (ie who is going to bear losses) and the role of counterparty
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The problems with appointing on merit. A human capital analysis Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-01-04 Eleanore Hickman
ABSTRACT The principle of being valued, in the employment context, according to effort and talent is appealing. Despite its appeal in principle, a consideration of the construction and application of merit in practice reveal fundamental underlying issues. Examined here in the context of corporate boards, it is argued that the meritocratic ideal can be more harmful than helpful. Human capital (including
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The myth of dual class shares: lessons from Asia’s financial centres Journal of Corporate Law Studies (IF 1.093) Pub Date : 2021-01-28 Min Yan
ABSTRACT The recent revival of dual class shares in the US and reforms in the leading financial centres in Asia to accommodate listings with such share structures, has brought the spotlight back to them. While there are contradictory standpoints regarding the implication of separating insiders’ control from their cash flow rights, the ongoing debate over the viability of dual class shares has largely
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The law on CSR in India: an analysis of its compliance by companies through corporate disclosures Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-11-23 Akanksha Jumde
ABSTRACT This article is a critique on the state of compliance with the Indian CSR regulatory framework by companies in India, based on a qualitative content analysis of their self-reported CSR-related disclosures for the 2018–19 financial year. This article reveals important findings related to the issues of how companies are complying with the Indian CSR law. Most significantly, this article uncovers
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The relevance of public law to private ordering: the consequences of uncertain judicial review for stock exchange self-regulation Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-10-07 Jonathan Chan
ABSTRACT Self-regulation relies on private ordering, whereby private actors make and enforce rules governing their conduct. Private ordering is not outside the reach of public law principles, making the certainty of private ordering dependent on the predictability of whether public law principles apply. This article examines the London Stock Exchange's self-regulation of AIM (Alternative Investment
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Reconceptualising Scottish limited partnership law Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-08-20 Jonathan Hardman
ABSTRACT Scottish limited partnerships (SLPs) have been the focus of much negative attention. Recent developments appear to have slowed the speed of incorporation of new SLPs. However, this article argues that current reforms may not help tackle existing fraudulent SLPs. This does not matter: viewing SLPs as general partnerships with some additional features, arguably fraudulent SLPs have ceased to
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The effectiveness of disclosure law enforcement in Australia Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-08-10 Jenifer Varzaly
ABSTRACT This article examines the empirical incidence of the private and public enforcement of disclosure laws in Australia. Disclosure laws aim to ensure the reduction of information asymmetries and the accuracy of share prices, but their success is predicated on enforcement. In order to assess the enforcement landscape, this article presents two new disclosure law action datasets comprising both
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Enforceable undertakings’ practices across Australian regulators: lessons learned Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-07-27 Marina Nehme
ABSTRACT An enforceable undertaking is a regulatory sanction available to a range of Australian Federal and State regulators. This sanction takes the form of a settlement that allows the regulator to remedy alleged breaches of the law. It had been deemed a success in Australia and as such has been introduced in other jurisdictions such as the United Kingdom and New Zealand. However, this sanction has
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Material Adverse Change uncertainty: costing a fortune if not corporate lives Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-07-23 Narine Lalafaryan
ABSTRACT Material Adverse Change/Effect (‘MAC') has become an important yet chaotic legal concept. With its vague definition and multi-functional objectives on the one hand, and dramatic consequences arising from the instability of the global financial system, terrorism, Brexit, and COVID-19 on the other hand, the significance of MAC has grown. The article analyses the uncertainty surrounding MAC under
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The contours and content of the ‘creditors’ interests duty’ Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-06-05 Rosemary Teele Langford, Ian Ramsay
ABSTRACT It is well established in a number of Commonwealth jurisdictions that company directors are subject to a duty to consider the interests of creditors as the company nears insolvency. The precise contours of this duty are, however, indeterminate. Particular questions surround when the duty arises and what it requires of directors. Courts in the UK and Australia have provided different answers
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The Lloyds case judgment: illuminating on practice but not on law Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-05-20 Edward Walker-Arnott QC(Hon)
ABSTRACT The Lloyds case concerned the 2009 acquisition of HBOS. Shareholders sued 5 directors for losses sustained by them. It was the first case in the UK arising out of the financial crisis of 2008/2009 which went to full trial, with cross- examination of defendant directors, advisers and expert witnesses. It was also the first minority shareholder group litigation case brought against the directors
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‘Say on pay’ regulations and director remuneration: evidence from the UK in the past two decades Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-05-13 Betty (H.T.) Wu, Iain MacNeil, Katarzyna Chalaczkiewicz-Ladna
ABSTRACT The UK was the first country to introduce so-called ‘say on pay’ regulation in 2002, by providing shareholders with an advisory vote on the Directors’ Remuneration Report. That approach recognised that disclosure alone was not an adequate regulatory response to the widening gap between directors’ pay and company performance nor to the broader political concern over the implications of this
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The social enterprise company in Europe: policy and theory Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-03-27 J. S. Liptrap
ABSTRACT Corporate organisational constructs facilitating social enterprise have proliferated for the last decade across Europe. This article investigates this phenomenon, and provides an initial analytical framework through which the social enterprise company can be understood, both on its own terms and with respect to the traditional business organisation. The article begins by laying out policymakers'
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A flexible model for efficient employee participation in UK companies Journal of Corporate Law Studies (IF 1.093) Pub Date : 2020-03-18 Andreas Kokkinis, Konstantinos Sergakis
ABSTRACT Corporate contractarian literature dismisses employee participation as inefficient on the grounds that, if it were efficient, it would be voluntarily adopted widely. We argue that the scarcity of employee participation in the UK can be attributed to shareholder short-termism and behavioural biases and, therefore, that the question of its efficiency remains open for companies that want to explore