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This article explores the relationship between labor and capital interests through the lens of Frederick Winslow Taylor's scientific management theory and Georgian legal frameworks. It examines how harmonizing these interests can address organizational conflicts and enhance labor efficiency and capital growth. The concept of "interest" plays a critical role in this analysis. In a broader sense, interest reflects an individual's motivation and engagement with various subjects, shaped by their legal, social and economic context. Interest pertains to production relationships and the distribution of resources, influencing how labor and capital interact within a corporate setting. Optimizing work processes can align employee and employer goals, fostering a more equitable distribution of wealth. The analysis highlights the role of interest in legal contexts and the importance of compliance in managing conflicts. Organizations can improve governance and achieve a balanced, productive work environment by integrating scientific management with fiduciary duties and ethical practices. [ABSTRACT FROM AUTHOR]

This article argues that conceptualising corporate purpose as a normative question which can be examined in isolation from its socio-historical context is inappropriate and ultimately futile. Corporate purpose is examined here as historically determined, a social fact, independently from whichever theoretical position might prevail in scholarly debates. Interestingly, corporate law doctrine pertinent to corporate purpose has remained mostly static but fairly open-ended. This has allowed purpose itself to oscillate between shareholder primacy and the balancing of stakeholder interests rather seamlessly as a socio-historical phenomenon. However, the article finds that, where it is used by private business organisation, corporate law has a limited capacity to accommodate purpose oscillations. Those are limited to merely one-dimensional movements representing corporate income distribution choices considered as socially legitimate each time. Using concepts such as Polanyi's 'double-movement' and Gramsci's 'passive revolution', the article argues that, for as long as social dynamics focused on wealth distribution, private corporate purpose had little difficulty in absorbing social critique and in finding a legitimacy basis for the private business corporation. However, more recently, critique has been shifting away from merely distributional trepidations and towards other non-economic concerns caused by economic growth per se. These concerns add new dimensions for corporate purpose oscillations, which cannot be accommodated irrespective of how open-ended corporate law doctrine on purpose might be. The article concludes with an analysis of what this might entail for corporate law as a socially legitimate structure for private business. [ABSTRACT FROM AUTHOR]

In the limited liability company law currently in force in Indonesia, holding company and subsidiaries in the form of limited liability companies are seen as independent and separate legal entities, where each company has the right to independently carry out legal actions in accordance with the company’s interests. This differs from the concept of “group of companies” which consists of a collection of legally independent companies, where the subsidiaries are controlled by the holding company. This kind of concept raises fundamental questions considering that there is a contradiction between the principle of independence possessed by the company as an independent legal entity on one hand, and the reality of control by the holding company over its subsidiaries as a unitary economic entity. To answer this kind of problem, our paper offers a systematic explanation based on a normative and case approach to the company’s legal regime in Indonesia. This paper argues that the contradiction between the principle of independence and the reality of control by a parent company over its subsidiaries as an economic unit has the potential to prevent subsidiaries from moving independently based on their own business interests. The amount of control authority that the holding company has over its subsidiaries – as this paper will show – must be exercised by taking into account several things, including: the control does not conflict with legal regulations, does not cause losses to the subsidiaries, and does not harm the interests of the third parties as the limitation of control by the holding company.

The importance of studying this topic lies in the fact that in the context of social change and globalisation, which are taking place at this stage of societyʼs development, the role of inheritance remains significant. The area of inheritance has always been and will be the most relevant in civil and commercial law. Therefore, inheritance will always be an object of practical and scientific research. The purpose of this article was to study and compare the legal regulation of inheritance of rights of legal entities under the laws of Ukraine and the EU countries. The methodological basis of the work was the general scientific methods of cognition, which include the methods of scientific abstraction, induction, deduction, logical generalisation and extrapolation. This article analysed the inheritance of rights of legal entities of various types. On the basis of this analysis, a conclusion was made about the relevance of addressing the problematic aspects of inheritance of rights of legal entities in Ukraine and the compliance of national legislation in this area with the legislation of the EU countries. A comparison of the legal regulation of corporate rights inheritance in Ukraine and the EU countries is made. The article dealt with the issues of inheritance of rights of legal entities in limited liability companies and joint stock companies. The article also highlighted the aspect of possible future changes in civil and commercial legislation. The study proposed amendments to the Civil Code of Ukraine in the area of inheritance of rights of legal entities. In particular, it was proposed to supplement the Civil Code of Ukraine with a new definition of the concept of “inheritance of rights of legal entities”. The research also defined what rights may be inherited by legal entities. This work can be used as a tool for further research of the issues of inheritance of corporate rights within the framework of development and improvement of legislation on this topic

The article is devoted to the research of the institution of revocation of share donation and, mainly based on the interrelationship of German civil and corporate law, proposes a dogmatics intended for use in the development of a uniform Georgian judicial law on the issue.

Copyright of Critique of Law: Independent Legal Studies / Krytyka Prawa: Niezalezne Studia nad Prawem is the property of Akademia Leona Kozminskiego and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Copyright of Environmental & Social Management Journal / Revista de Gestão Social e Ambiental is the property of Environmental & Social Management Journal and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Equity investment is seen in both dominant and critical corporate law literature as a passive act that carries exclusively instrumental value. This conceptualisation legitimises shareholder paternalism in current UK law and provides support for stakeholder welfarism reforms. Engaging with cogent emerging evidence on the preferences, motivation, and behaviour of contemporary individual investors, we demonstrate that, for the majority of them, equity investment is increasingly experienced as a choice instantiating their personhood, identity, and moral agency, and thus carrying inherent value. Drawing on Hayek's epistemology, we propose a novel interpretation of Rawls's theory of justice, and argue that freedom to own productive property must be included in the list of basic liberties under Rawls's first principle of justice. Therefore, corporate law cannot continue imposing paternalistic restrictions on the configurations of shareholder rights that investors may rationally choose from, and pleas for stakeholder welfarism within corporate law must be rejected. [ABSTRACT FROM AUTHOR]

This article discusses deficiencies in existing models of the company. It outlines three immutable layers of corporate ontology and argues for a mental model of the company based on general systems theory. The model reveals that each company has at its heart a managerial hierarchy which controls corporate actions through direct and indirect means. The most important participants in the everyday life of the company are its senior and middle managers. Consequently, greater emphasis needs to be placed upon managers' corporate governance/compliance responsibilities. The legislature should provide for an obligation on companies to engage in risk-mapping and an obligation on managers to ensure, within their areas of responsibility, compliance with the law. [ABSTRACT FROM AUTHOR]

Copyright of Ruch Prawniczy, Ekonomiczny i Socjologiczny (0035-9629) is the property of Adam Mickiewicz University and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The research presented in the article aims to identify the criteria for determining the law applicable to third party claims against board members and parent companies for non-contractual obligations. The article examines the provisions of EU law and the case law of the Courts of Justice on the basis of the dogmatic method, combined with elements assessing the economic efficiency of the identified approaches. Research on this topic is prompted by the absence of an adequate legal framework determining the qualification of the claims in question. The Rome II Regulation only provides for the exclusion of company law claims from its scope. However, this exclusion does not provide criteria for determining which claims fall under company law. This issue was recently addressed by the Court of Justice in the case of BMA AG, C-498/20, concerning the scope of the law applicable to the liability of a German company for breach of the general duty of care towards the creditors of a Dutch subsidiary. The Court held that such a claim should be classified as lex delicti. The findings of the research suggest that the Court of Justice has not offered clear criteria that would enable national authorities to distinguish between corporate and tort claims. Meanwhile, it seems that there are more arguments in favour of the corporate nature of claims arising from decisions relating to the management of the company’s assets.

Since the 1970s, the idea has emerged that the protection of human rights and the environment should not be the sole responsibility of States. Private actors, and in particular companies, also have a role to play. Despite a number of setbacks on the international stage, corporate due diligence has gradually gained ground. This is particularly true in Europe. Faced with the diversity of responses proposed by Member States, on June 1, 2023, the European Parliament voted in a directive on corporate due diligence with regard to sustainability. A Europe-wide unification of the subject thus seems to be underway.

The aim of this article is to briefly spell out why corporate moral agency is a fallacy and to show how this conclusion should shift the field of business ethics more in the direction of political philosophy and the rule of law. An argument based on a false assumption can be valid, but it cannot be sound. If corporate moral agency is a fallacy, and thus also moral prescriptions for corporations, how do we salvage the field of business ethics? To the extent that business ethics is about corporate behaviour (rather than individual managerial behaviour), the field can shift its foundational paradigm from ethics (which requires the attributes of moral agency) to legal accountability (which can be imposed instrumentally on corporate legal agents). By letting our elected representatives legislate the norms of acceptable corporate behaviour we can hold corporate legal entities legally accountable. What these norms should be then becomes the central focus of business ethics seen through the lens of political philosophy. [ABSTRACT FROM AUTHOR]

A policy shift from soft law to hard law rests on assumptions about motivating compliance. The basic idea is that people comply with soft law for personal, moral reasons but are motivated to comply with hard law by self-interested fear. While logically this is obvious, there is also support for the view that self-determination, organisational justice and social influence are better at motivating compliance in certain contexts. Currently, there is a global policy shift moving corporate social responsibility (CSR) from a voluntary, organisation-based initiative to a practice mandated by law. This shift provides an opportunity to investigate the phenomenon of motivation in law. The current study investigates how the shift to mandatory CSR impacts motivation. Based on an analysis of the programs of 12 firms in Indonesia, we find that CSR hard law appears to motivate CSR without displacing voluntary moral initiatives. [ABSTRACT FROM AUTHOR]

In Portugal, Decree-Law no. 231/81 of July 28 defines the association in a participation contract as the association of a person with an economic activity carried out by a third party, with the former participating in the profits and/or losses for the latter. A joint-stock association is not a civil or commercial society because it is not attributed to any legal personality. Conversely, there is no shared economic activity. The member exercises the activity without any intrusion from the member and shares the profits and (eventually) losses with the member. It's a legal business. For the law, it is the associate that arises in legal relations with third parties as the owner of the business and its rights and obligations. The partnership agreement does not constitute a new legal entity or even an autonomous asset. It is a contract for the distribution of results without property autonomy or legal personality. In addition to the management functions, it is also up to the associate to settle and deliver the VAT due to the state.

This article explores the integration of prophetic business orientation, which combines religious and ethical values into corporate law, in the context of globalized modern economics. It employs a normative research methodology and legislative approach, analyzing the incorporation of values like transparency, ethics, and religious principles in Indonesian corporate law. The study reveals challenges related to legal uncertainty, corruption, unequal access to justice, and gender inequality in the workplace. Legal reforms and improved law enforcement are vital to promote ethical values and justice in contemporary business practices. Highlights: • Ethics in Business: The study explores the concept of prophetic business orientation, emphasizing the integration of ethical and religious values into corporate law. • Multi-Faceted Implementation: It highlights the diverse aspects involved in the implementation of prophetic business orientation, from transparency to environmental sustainability. • Challenges and Necessity for Change: The research underscores the challenges, including legal uncertainty and corruption, and the need for legal reforms to promote ethical values and justice in modern business practices. Keywords: Prophetic Business Orientation, Corporate Law, Ethical Integration, Values in Business, Legal Reforms

In 1978, Congress created a new federal bankruptcy law that has since become a key part of the American capital markets. I examine how large companies and their investors contract to make bankruptcy more or less likely, how distressed firms negotiate with creditors outside of bankruptcy, and how companies plan for a Chapter 11 filing and navigate the bankruptcy system. I also survey the strategic moves, ranging from litigation to financing, that activist investors deploy to improve their bargaining power and earn higher returns. The American bankruptcy system is evolving constantly, and prevailing accounts of bankruptcy law quickly become stale, creating a constant need for new empirical research to establish a foundation for policy making. [ABSTRACT FROM AUTHOR]

A history of corporate governance (CG) research demonstrates that it has been essentially devoted to Anglo- Saxon large corporations. Thus, the study of CG systems was conducted within a particular national institutional context of formal rules and informal rules. It, therefore, led to the promotion of mechanisms such as the board of directors as well as managers` markets and takeovers. The opposition between the disciplinary and cognitive func- tions of governance that support the presentation of the different micro theories, could also, in the continuum, identify the analysis of national systems of corporate governance (NSCG). This dichotomy would result, in the presentation of disciplinary analysis of the NSCG that presume that the essential influencing factor of efficiency – often measured according to the productive perspective by the growth of the national economy – is based on the protection of the interest of the different contributors of production factors, with precedence given, under the in- fluence of the shareholder view, to financial investors. [ABSTRACT FROM AUTHOR]

Copyright of Canadian Journal of Law & Society/Revue Canadienne Droit et Societe (Cambridge University Press) is the property of Cambridge University Press and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Since the 1970s, the idea has emerged that the protection of human rights and the environment should not be the sole responsibility of States. Private actors, and in particular companies, also have a role to play. Despite a number of setbacks on the international stage, corporate due diligence has gradually gained ground. This is particularly true in Europe. Faced with the diversity of responses proposed by Member States, on June 1, 2023, the European Parliament voted in a directive on corporate due diligence with regard to sustainability. A Europe-wide unification of the subject thus seems to be underway. [ABSTRACT FROM AUTHOR]

The integration of mediation as part of a holistic framework for shareholder conflicts: This contribution sheds a light on the context and problem of the doctoral research conducted by Amber Boes under supervision of Professor A.-L. Verbeke and Professor B. Tilleman on mediation in shareholder conflicts. The research is designed to answer the question how mediation should be integrated in the existing legal framework to remedy shareholder conflicts. [ABSTRACT FROM AUTHOR]

We use the unique nature of the director and officer liability protection law applicable to Nevada incorporated firms to study how liability protection is related to corporate tax avoidance. We find that firms incorporated in Nevada avoid 32% more federal corporate tax as a fraction of total assets than firms incorporated in Delaware, and 40% more than firms incorporated in other states. Nevada‐incorporated firms have a 15% lower cash effective tax rate and an 8% lower GAAP ETR. The results are robust to various specifications including instrumental variable and matching approaches. Greater tax avoidance is also associated with lower payouts to shareholders for Nevada‐incorporated firms. The findings are consistent with theories about the complementarity of managerial diversion and tax avoidance for firms with poor monitoring, and they demonstrate how increases in liability protection lead to the unintended consequence of greater firm tax avoidance. [ABSTRACT FROM AUTHOR]

Copyright of Cuestiones Políticas is the property of Revista Cuestiones Politicas and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Given the unconditional favour that scholars imbued with classical ideas should bestow on any manifestation of business freedom and entrepreneurial spirit, it was not a given that classical jurists and economists would join the ranks of those who in the late 19th century complained about the corporatisation of the American economy. The usual explanation is that they did so out of doctrinal and practical concerns for the effect of the associated rise of monopolies and trusts. A complementary account exists, however, offered by law historians and based on the doctrinal controversies about the true nature of corporations triggered by the famous Santa Clara decision (1886) of the US Supreme Court. The paper casts new light on the latter account by uncovering those aspects of classical economics that made it impossible for its supporters – economists and jurists alike – to unreservedly support the corporate form before and beyond the trust problem. [ABSTRACT FROM AUTHOR]

This essay examines the prospects for democratizing corporations in the context of US corporate law. US corporate law is "enabling"—it provides enormous latitude to design and alter the rules of corporate governance in almost any way participants see fit. This creates greater room for democratization than is often recognized; at least in principle, there is plenty of room to add employees or other constituencies to corporate boards. Yet board decisions are deeply constrained both by directors' fiduciary duties and by the values and assumptions underlying US corporate law, all of which are strongly biased toward shareholder primacy. These create ongoing ideological and material barriers in both corporate law and supporting institutions that serve as strong obstacles to democratization. [ABSTRACT FROM AUTHOR]

The take-up of mandatory human rights due diligence (HRDD) initiatives by states is continuously gaining momentum. There are now numerous states adopting some form of HRDD laws. While corporations being duly diligent in respecting human rights is a positive step towards addressing problems of business and human rights, these HRDD initiatives on their own may only be a form of window-dressing, that is, enabling states to put a smart spin on their efforts to address business and human rights issues without addressing some of the root causes of that predicament. As a result, HRDD laws are likely to be a helpful, but insufficient tool for addressing corporate abuse of human rights. One reason for this is because the root cause of many business and human rights problems is the structural elements and goals of corporate law facilitates corporate violations of human rights. So long as states fail to transform the way in which corporations operate – in part, by reconceptualizing corporate law – even the best drafted HRDD laws will be inadequate to halt corporate harms. [ABSTRACT FROM AUTHOR]

This article rethinks the corporation and ‘the social contract with business’ for the post-pandemic era. It uses a double historical orientation centred on the turbulence of the 1930s in Europe and America to insist on the company’s relationship with government, and to explore transformations in the social contract now needed to socialise and ecologise global business. One part of this history looks forward, from Adolf Berle’s modern corporation to the neoliberal corporation and regulatory governance. The article criticises a transformation of regulatory priorities in this era, closely analysing the shift to procedural mandates and questioning the corporate law tactic of ‘enlightening’ companies. The second part looks backwards to industrial modernism and Walter Rathenau in Germany in the interwar era, and also earlier (the late 1890s), to salvage a different understanding of the company and social contract, built around more constructivist visions of law, government and social consciousness. This part of the article is insistent about the metaphysical aspects of law and about developing law’s equalising powers around corporate impactfulness and injustice. It promotes ‘thought’ about collectivism (John Keynes) and the legal and regulatory recalibration that is needed to confront certain amassing challenges of the present. The article makes institutional transformation about shifting onto a different historical axis, whereby we might re-learn collectivist ambitions around the company that co-evolves with law and government, live to the public interest. It proposes a new social contract with business and a new regulatory modus involving law’s ‘Creabimus’ and ‘regulating dangerously’ for situations of widely adverse corporate impactfulness.

In February 2022, the European Commission published the ‘Proposal for a Directive on Sustainable Due Diligence’. This proposal appears a first tentative step to move the European Union (EU) away from a neoliberal conception of corporation. It replaces the wholesale trust in shareholders as the drivers of social progress with a greater reliance on public intervention that, via law, should expand the purposes pursued by corporations and set more sustainable rules for their action. This intended shift towards a more socially responsible, ‘collectivist’ understanding of corporation, I argue, should be seen as part of a broader change in perception of the desirable relationship between the market, government and law in the EU, forced by the many unfolding crises.

The corona virus (covid-19) pandemic which started as a public health emergency swiftly evolved into a global financial and economic crisis of epic proportions. Thus, it had a far-reaching effect on Nigerian corporations. The advent of covid-19 seems to have changed the guiding principles of corporate governance from the agency theory to stakeholder theory due to the heightened expectations for societal engagement from corporations in Nigeria. For instance, the management of Access Bank which donated 1 Billion and other materials like ambulances to the Federal Government of Nigeria, decided to downsize staff by 75 percent in the same week. The outcry by the public on the challenges caused by the aforesaid huge donation vis-à-vis the redundancy policy led Access Bank’s management to reverse its earlier decision and for the regulatory body for the banking industry, the Central Bank of Nigeria, to prohibit all banks in Nigeria from retrenching their employees during the pendency of the pandemic. The article examines the impact of covid-19 on corporate governance in Nigeria through the prism of stakeholder theories of corporate governance. The authors submit that covid-19 has a profound effect on corporate governance in Nigeria and it seems to be inducing a review and amendment of certain provisions of Companies and Allied Matters Act, 2020 to promote good corporate governance in Nigeria.

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 presents a new empirical analysis of shareholder data, focusing on the largest 50 publicly listed companies in Australia, filling a striking gap in the existing literature. Specifically, the following issues are investigated within each company: 1. The level of institutional ownership within the largest 20 registered shareholders; 2. The percentage of issued capital owned by the largest three registered shareholders; 3. The control of that ownership, to determine the extent to which ownership and control diverge; and 4. Substantial shareholding information is collected and analysed, in order to reduce the information gap which exists between ownership and control, and to provide a more complete picture of shareholding patterns. Several explanatory factors behind the identified landscape and the implications arising from the findings are then discussed. [ABSTRACT FROM AUTHOR]

The objective of this article is to identify the existing dynamics and clarify the reasoning behind reporting on environmental, climate, and human rights information in search of effective and binding frameworks to enhance transparency. To that effect, this article relates the evolution from a corporate sustainable business focus to reporting on environmental social and governance and increasing corporate accountability. It then expands on defining non-financial information and ESG reporting with regards to recent European Union Regulations (SFDR, Taxonomy) as well as the challenges associated with defining sustainable investments. This article aims to compare and understand the various regulatory strategies and frameworks around the world on environmental, social, and climate-related disclosure. Finally, this article questions the level of reporting on human rights and the relevance of upcoming human rights due diligence laws in the European Union (Corporate Sustainability Reporting Directive) and global initiatives to enhance human rights transparency. In conclusion, this article suggests that an effective reporting framework combines mandatory disclosures, guided reporting rules, and definitions tailored to social and environmental realities to enable companies to demonstrate greater transparency. [ABSTRACT FROM AUTHOR]

The Swedish school system was radically reformed in the 1990s, and went from one of the world's most uniform and egalitarian, to one of the world's most deregulated and marketized. In recent years, the political controversy has heated over the for-profit corporations that operate independent schools and allegedly make major profits off the public purse. A majority of independent schools in Sweden are operated by limited liability companies, but hundreds of schools are also operated by non-profit foundations and associations. The latter category is of interest in this article. With the help of a thorough legal historical analysis of the corporate law on associations in Sweden, and how the two forms of associations -- economic associations and non-profit associations -- are defined in the law, we discuss how well the law matches the purposes and needs of elementary schools in Sweden. The article concludes that the ambiguities and confusion around the law on economic associations in this specific case, and the essential lack of legislation for nonprofit associations, warrants a fundamental questioning of whether it is at all appropriate for independent schools in Sweden to be operated by economic and nonprofit associations. [ABSTRACT FROM AUTHOR]

The most recent UK corporate law restatement has its stated aim to 'think small first' in company law legislation. This article is the first to use data science and imaging techniques to provide an empirical snapshot of the entire UK corporate database. It identifies the continuing need to think small first: most companies are small when tested by corporate type (public v private) and type of accounts publicly filed. We then factor in time series, which evidences that most companies are newer and smaller companies. This article then identifies the implications of this novel empirical analysis. First, corporate law analysis tends to 'think big first', and will either need to justify such an approach or change it. Second, a large number of companies provide no public financial information due to inherent time lag. The sheer scale of new companies challenges this approach. Third, the UK should provide a corporate governance framework for smaller companies. Fourth, the UK's corporate accounting regime thinks small first in substance, but its form needs to be simplified to truly think small first. Fifth, whilst more mortgages were granted by smaller companies, larger companies granted more mortgages per company: so arguably corporate finance bucks the trend for the need to think small first. [ABSTRACT FROM AUTHOR]

This article maps the development of Czech corporate law after 1989 against the backdrop of the gradual change of private law and its paradigms as well as considering especially the influence and use of corporate governance soft law. It describes some of the economic, political and social reasons that slowed down or marginalized the relevance of OECD Corporate Governance Principles after the transition of Czechoslovakia and later the Czech Republic to democratic law. At the same time, the article attempts to show that while the gradual recodification of corporate law, in particular corporate governance rules, did not provide much support for the use of corporate governance codes, it nevertheless reflected the relevant rules and recommendations for statutory rules, thus, partially attaining similar goals. The authors of this article therefore believe that the lack of the practical development of some aspects of corporate governance or corporate social responsibility is often not due to the inadequacy of legal regulation but is rather the result of an overestimation of the personal characteristics of entrepreneurs, their reluctance to introduce complex governance structures and a rigid or very conservative interpretive positivism. [ABSTRACT FROM AUTHOR]

This paper explores the introduction of SICAV in Czech law, its development and the related difficulties including the tax perspective. Although this legal form helped to boost the collective investment sector in the Czech Republic, in particular for qualified investors’ funds, it is under constant threat of law amendments, which have a negative impact on further progress in the popularity of SICAVs as well as other forms of investment funds. SICAV, as a legal form governed by both private (corporate) and public (regulatory) law, presents a good example of how the two sets of partly autonomous rules may clash and cause undesirable effects. The paper highlights the main inefficiencies and discrepancies, which lead to interpretation difficulties and legal uncertainty. The hypothesis of this paper lies in investigating how local factors in one country, such as the influence of other pieces of legislation and tax environment, negatively impact solutions and models which are standardised and successfully deployed across the EU. It is argued that not only legal and regulatory aspects determine the popularity of investment funds, but a wider landscape, including the activities and approach of the supervisory authority and network of professionals (legal and tax advisors or auditors), plays a crucial role in capital markets development

Decentralised autonomous organisations (DAOs) are a growing phenomenon that has the potential to transform the organisational landscape. This article explores the implications of DAOs in corporate realms, highlighting their unique features and evolution. It emphasises the importance of understanding the similarities and differences between DAOs and traditional organisational structures. Whilst existing legal frameworks have been successful for traditional forms of organisation, they struggle to accommodate the distinctive characteristics of the democratised governance models introduced by DAOs. To fully leverage the enticing opportunities offered by DAOs, it is necessary to provide appropriate legal treatment that also addresses the risks they pose. The conclusion underscores the interest in community-owned protocols and suggests that further research is needed to effectively integrate DAOs into existing legal systems. It also encourages a broader examination of corporate requirements within the context of emerging data-driven technologies. The intersection of technology and company law principles calls for interdisciplinary efforts to shape the regulatory ecosystem for emerging, less formal formats of activity coordination and ensure their long-term viability and impact. [ABSTRACT FROM AUTHOR]

The corona virus (covid-19) pandemic which started as a public health emergency swiftly evolved into a global financial and economic crisis of epic proportions. Thus, it had a far-reaching effect on Nigerian corporations. The advent of covid-19 seems to have changed the guiding principles of corporate governance from the agency theory to stakeholder theory due to the heightened expectations for societal engagement from corporations in Nigeria. For instance, the management of Access Bank which donated 1 Billion and other materials like ambulances to the Federal Government of Nigeria, decided to downsize staff by 75 percent in the same week. The outcry by the public on the challenges caused by the aforesaid huge donation vis-à-vis the redundancy policy led Access Bank's management to reverse its earlier decision and for the regulatory body for the banking industry, the Central Bank of Nigeria, to prohibit all banks in Nigeria from retrenching their employees during the pendency of the pandemic. The article examines the impact of covid-19 on corporate governance in Nigeria through the prism of stakeholder theories of corporate governance. The authors submit that covid-19 has a profound effect on corporate governance in Nigeria and it seems to be inducing a review and amendment of certain provisions of Companies and Allied Matters Act, 2020 to promote good corporate governance in Nigeria. [ABSTRACT FROM AUTHOR]

This article rethinks the corporation and 'the social contract with business' for the post-pandemic era. It uses a double historical orientation centred on the turbulence of the 1930s in Europe and America to insist on the company's relationship with government, and to explore transformations in the social contract now needed to socialise and ecologise global business. One part of this history looks forward, from Adolf Berle's modern corporation to the neoliberal corporation and regulatory governance. The article criticises a transformation of regulatory priorities in this era, closely analysing the shift to procedural mandates and questioning the corporate law tactic of 'enlightening' companies. The second part looks backwards to industrial modernism and Walter Rathenau in Germany in the interwar era, and also earlier (the late 1890s), to salvage a different understanding of the company and social contract, built around more constructivist visions of law, government and social consciousness. This part of the article is insistent about the metaphysical aspects of law and about developing law's equalising powers around corporate impactfulness and injustice. It promotes 'thought' about collectivism (John Keynes) and the legal and regulatory recalibration that is needed to confront certain amassing challenges of the present. The article makes institutional transformation about shifting onto a different historical axis, whereby we might re-learn collectivist ambitions around the company that co-evolves with law and government, live to the public interest. It proposes a new social contract with business and a new regulatory modus involving law's 'Creabimus' and 'regulating dangerously' for situations of widely adverse corporate impactfulness. [ABSTRACT FROM AUTHOR]

In February 2022, the European Commission published the 'Proposal for a Directive on Sustainable Due Diligence'. This proposal appears a first tentative step to move the European Union (EU) away from a neoliberal conception of corporation. It replaces the wholesale trust in shareholders as the drivers of social progress with a greater reliance on public intervention that, via law, should expand the purposes pursued by corporations and set more sustainable rules for their action. This intended shift towards a more socially responsible, 'collectivist' understanding of corporation, I argue, should be seen as part of a broader change in perception of the desirable relationship between the market, government and law in the EU, forced by the many unfolding crises. In this paper I develop the concept of 'imaginaries of prosperity' as an analytical category that should enable us to grasp deep changes in the conception of political economy that the EU is currently undergoing. I use the Commission's attempt to transform one of the core institutions of the deeply entrenched imaginary of privatised prosperity - the neoliberal corporation - to identify shifts in our background understanding of the economy, politics, government, nature and law which are pointing to the emergence of a more collective imaginary of prosperity in the EU. However, even if Commission's due diligence proposal represents a visible shift toward such a collective imaginary of prosperity, in the last part of the paper I will argue that a more serious engagement with the question of power and the role of profit is both necessary, and imaginable, if we are to change course from what has led us to the current polycrisis. [ABSTRACT FROM AUTHOR]

Slobodan Jovanović made frequent stays in Italy since his earliest childhood, which contributed to his thorough and comprehensive understanding of Italian history, politics, science, culture and arts. His father, Vladimir Jovanović, maintained close contact with Mazzini, whose liberal nationalism he embraced and followed. Some of their closest family members resided in Rome during the First World War, because Vladimir Jovanović’s sonin-law, Mihailo Ristić, served as Serbia’s minister to Italy (1914-17). For about half a century Slobodan Jovanović was an interpreter of Italian political history, of its influence on Serbian and Yugoslav history, and of the work of Italian statesmen and theorists, notably Machiavelli. In the 1930s he taught a doctoral course on Italian public law and corporate system. After the Second World War he lived in exile in London. Some of the works he published there showed that some solutions in the constitution of socialist Yugoslavia, presented as an original invention, had already existed in interwar Italian corporate law.

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 ends in the sense of whose interests banks ought to serve; and it considers means in the sense of the allocation of decision-making authority. It then turns to the drama of RBS after 2008 to document how allocations of decision-making authority by corporate law and secured transactions law benefited short-term financial interests to the detriment of RBS's small business customers. It concludes by suggesting an alternative distribution of decision-making authority to counteract such short-term financial interests. [ABSTRACT FROM AUTHOR]

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 impediments intrinsic to Delaware's competitive model – notably, heavy reliance on nuanced applications of the fiduciary duty of loyalty by a true court of equity. At the same time, however, there are discrete AI applications that might not merely be accommodated by Delaware corporate law, but perhaps eventually required. This would appear most likely in the oversight context, where loyalty has been interpreted to require good faith effort to adopt a reasonable compliance monitoring system, an approach driven by an implicit cost-benefit analysis that could lean decisively in favour of AI-based approaches in the foreseeable future. [ABSTRACT FROM AUTHOR]

Corporate purpose should be at the heart of corporate law. This article addresses objections that corporate law already permits firms to determine their purposes, and companies would not in any event do more than at present in formulating their purposes. It argues, first, that critics of the law of corporate purpose have failed to recognize that purpose can address divergences of private interests of corporations from public interests of society and the natural world. Second, the law provides a means of commitment to delivery of long-term prosperity. At present, the law fails to protect companies seeking to create long-term prosperity through committing to other parties' interests. It can and should ensure alignment of corporations' incentives with individual, societal, and planetary interests and enable firms to commit credibly to resolution of their problems. [ABSTRACT FROM AUTHOR]

With the use of artificial intelligence (AI) technologies in company activities, discussions on how to use AI in company management have emerged. Although AI is not legally recognised as a director in company law, there are examples of robot directors such as Vital, which have managed to get a seat in the corporate boardroom. Today, AI is on the verge of playing an important role in corporate governance. However, whether it has a seat on the board of directors or an important role in decision making is still a hot topic. Another critical discussion in the field of corporate governance in recent years is board diversity, which aims to improve the corporate decision-making process and create efficiency. This article attempts to anticipate the potential impact of AI on corporate board diversity policies and regulations. Therefore, this article seeks to examine the effects of the inevitable use of AI in the corporate decision-making process on corporate board gender diversity discussions and regulations under three possibilities: AI as a board member, AI as an enabler to assist a decision maker or AI being used to help decision making such as selecting board members. [ABSTRACT FROM AUTHOR]