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It is indicated that the armed aggression of the Russian Federation against Ukraine, which has been going on for the third year, and the progress of European integration processes taking place in our country, require overcoming challenges in the field of higher legal education. One of the important such challenges is the increase in demand from employers for qualified graduates of higher educational institutions who have modern theoretical and practical training in the fields of tax, administrative, contractual, economic and corporate law. At the same time, there is a high demand among employers for specialists who specialize in the field of corporate relations for legal support of the business activities of international corporations working in the agricultural and other sectors of the Ukrainian economy; participation in international and national arbitration and commercial courts in the consideration of corporate disputes in the interests of companies that do not fulfill their obligations in favor of counterparties that maintain relations with the aggressor state or sanctioned persons; judicial protection of corporate rights of foreign and domestic investors; protection in international arbitrations of the interests of Ukrainian business companies that supply material property for the Armed Forces of Ukraine in case of violation of their obligations to them by foreign companies; participation in legal proceedings regarding the recovery of funds and other assets from sanctioned persons in favor of Ukraine or its business entities, etc. The article examines ways of reforming higher legal education in the conditions of armed aggression of russian federation against Ukraine and its European integration into the European Union. The current requirements of employers for law graduates of higher educational institutions are analyzed. The proposed vectors of reforming the educational process, in particular, from the corporate law course, through the introduction of innovative educational programs that meet international world standards, including EU requirements in the field of higher legal education. The need to develop and use interdisciplinary educational programs for the training of lawyers is substantiated. It is recommended that a separate section in these programs provide for the teaching of a corporate law course. Suggested topics from this course include, in particular, corporate law under martial law; adaptation of Ukrainian corporate legislation to the legislation of the European Union - status and prospects; the accession of Ukraine to the European Union as a factor in its victory over russian aggressor country and other topics. A comparative analysis of EU directives and regulations and Ukrainian legislation regulating corporate relations was made. [ABSTRACT FROM AUTHOR]

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 Revista de Derecho Privado (0123-4366) is the property of Universidad Externado de Colombia, Departmento de Derecho Civil 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.)

In the modern context of corporate law, the study of the effectiveness of the protection of corporate rights of participants in limited liability companies (hereinafter – LLC) is an extremely relevant topic for research. Limited liability companies are the most common organisational and legal form among legal entities for conducting business activities in Ukraine, especially at the levels of small and mediumsized businesses. In this regard, the legislative regulation should be based on accessible and reliable mechanisms for protecting the rights and interests of participants, and quick and fair resolution of internal conflicts that may threaten the viability of the business. The processes of state registration of information about limited liability companies are defining components of the transparency of business activities of this type of legal entity. The article focuses on the importance of the unity of law enforcement practice and legal positions of commercial courts in consideration of corporate disputes, which is an important factor for the protection of property rights, stimulation of investments, and ensuring the stability of the corporate sector of the economy. The legal positions of the Supreme Court regarding the exhaustive list of ways to protect the rights of an LLC member have been explored. It is noted that to protect the rights of members of limited liability companies in cases where their corporate rights have been violated, it is important to consider the provisions of part 5 of article 17 of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organisations”. An analysis of judicial decisions reveals controversial issues regarding the application of the provisions of this Law. Within this article, an assessment of the effectiveness of current mechanisms for protecting corporate rights is provided, opportunities for their improvement are identified, and recommendations for improving legislative regulation and judicial practice are developed. Special attention is paid to the analysis of ways to protect the rights and interests of participants in the context of state registration of changes to the charter capital and the amounts of membership interests, as well as the assessment of the proportionality and adequacy of the applied measures. [ABSTRACT FROM AUTHOR]

The scientific article will discuss possible mechanisms for parties to regulate their mutual relations through a corporate agreement. In the modern world, the regulation of relations between business partners is a very important aspect that affects the business climate in a country as a whole. If partners can regulate their mutual relations in the company in a way that is understandable to them, it affects where exactly such a company will be created, who will work in it, and where it will pay taxes. There are different approaches to this issue in the world, but it is possible to distinguish two main ones, namely the approaches used in the Anglo-American legal system and the continental legal system. The scientific article will pay special attention to resolving corporate conflict between business partners who have equal shares (50/50). It should be noted that it is very important for each country to develop an appropriate mechanism for resolving corporate disputes that arise between the parties of a corporate (shareholder) agreement, which will meet the requirements of the business environment and will be clearly regulated by current legislation and approved in court. In the scientific article, the nature of the corporate agreement will be disclosed, practical recommendations on preparing a corporate agreement will be provided, and problematic issues that parties to a corporate agreement encounter when resolving disputed issues and corporate conflicts, especially when a deadlock situation arises, will be highlighted. An analysis of the mechanisms used in corporate agreements to resolve disputes between business partners will be provided. Also, the strengths and weaknesses of each of them will be disclosed, including the experience of countries with Anglo-American law and how such experience can be applied in Ukraine. Special attention was given to mechanisms when the right or obligation to buy or sell a share in the company’s capital arises. Additionally, based on the analysis, effective mechanisms for resolving corporate disputes between the parties of a corporate agreement will be proposed in the scientific article, as well as relevant suggestions for improving the legislation of Ukraine and judicial practice on this issue. [ABSTRACT FROM AUTHOR]

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.)

Copyright of AIS: Ars Iuris Salmanticensis is the property of Ediciones Universidad de Salamanca 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 article is devoted to the study of such a unique phenomenon in corporate relations as trust. The author argues that the primary task in business relations is the intention of the parties to make the relationship trust-based through an agreement, to consolidate efforts, and to model jointly the relations with other shareholders (participants) of a corporation who are not parties to such an agreement, and with the company itself, that corresponds to the essence of corporate entrepreneurship. The article examines the approaches to the definition of fiduciary duty in the practice of courts in common law countries. The author focuses on the fact that in the countries of the Anglo-Saxon legal family of common law, both the legislator and the court as a law enforcement body systematically and consistently adhere to the position of not defining or even singling out qualifying features and describing fiduciary relations. The author substantiates that the recent attempt of the national legislator to enshrine the concept of fiduciary duty in the legislation on improvement of corporate governance through the same evaluation categories (good, fair and effective governance) does not contribute to legal certainty, but will have the opposite effect - it will give rise to corporate disputes and lack of uniformity in practice when resolving them by a court. It is argued that a corporate agreement forms the solidarity nature of relations between the parties to such an agreement. The author examines the understanding of the category of «trust» in economic science, its vision by leading foreign and domestic economists as a factor influencing investment inflows, efficiency of a business entity and the country's economy as a whole. The article gives reasons why it is inexpedient to understand, in particular, a limited liability company exclusively as a capital association. The author analyses trends in the business environment regarding the role of trust in business development and crisis management. Based on the study, it has been concluded that a corporation is interested in ensuring the stability of its shareholders, preserving personal trust (fiduciary) relations between the shareholders, and the regulation of relations between them may be determined, among other things, by a corporate agreement. It is concluded that trust is a constitutive element of a corporate agreement which forms the solidarity character of relations between its parties. [ABSTRACT FROM AUTHOR]

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 American Law Institute (ALI) has embarked on a Restatement of the Law of Corporate Governance. As with all Restatements, the purpose of the Restatement of corporate law is to clarify “the underlying principles of the common law” that have “become obscured by the ever-growing mass of decisions in the many different jurisdictions, state and federal, within the United States.” Corporate law, however, does not suffer from such problems. In a majority of states, the Model Business Corporation Act provides detailed statutory guidance as to which common law functions, at most, interstitially. In addition, corporate law is virtually unique in being dominated by the law of a single jurisdiction; namely, Delaware. Given the prominence of Delaware law in this field, a Restatement of corporate law is unlikely to be influential.

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]

Copyright of Iuris Tantum is the property of Investigaciones y Estudios Superiores, AC 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.)

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]

Copyright of Istanbul Commerce University Journal of Social Sciences / İstanbul Ticaret Üniversitesi Sosyal Bilimler Dergisi is the property of Istanbul Commerce University Journal of Social Sciences 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 Akdeniz Üniversitesi Hukuk Fakültesi Dergisi is the property of Akdeniz Universitesi Hukuk Fakultesi Dergisi 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.)

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

Copyright of Romanian Review of Private Law / Revista Română de Drept Privat is the property of Universul Juridic Publishing House 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.)

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]

Effective methods of protection of creditors' rights and balance of creditors and debtor's interests is of particular importance in case of a serious loss of the charter capital and insolvency. Mechanisms of business structuring, withdrawal of capital through affiliated and related persons, entering into material party transactions with interested parties at non-market prices, change in the participants (shareholders) and officers, invalidation of contracts, statutes of limitations, termination of affiliated guarantor and fraudulent bankruptcy are actively used by debtors to avoid fulfilling obligations towards creditors. The war in Ukraine has been going on for more than a year, the consequences of which have definitely affected each of us, the economy and business. The destruction of infrastructure, fixed assets, the stoppage and relocation of business, the decrease in the consumption of products and services, the destruction of business relations led to the crisis of non-payments and signs of insolvency of a part of domestic companies. Despite the significant support of the European Union, the International Monetary Fund, and Western partners, the economy of Ukraine is experiencing losses, and a significant number of companies are going to insolvency due to the lack of sufficient reserves and the impossibility of attracting internal and external resources. Insolvency entails personal risks for the officers and participants (shareholders) of the company and additional obligations associated with a significant loss of capital and the risk of insolvency. The article examines the creditors' interests protecting in the EU, Ukraine and Germany in the event of the insolvency: the directors and officials duties in the event of a significant loss of capital, insolvency, invalidity of transactions, grounds for holding company officials jointly liable in the event of insufficient assets of the debtor to satisfy creditors' requirements, limitation and early termination of the manager's powers, secondary liability of shareholders, related persons, "shadow" directors for insolvency, transfer of creditors' monetary obligations into shares of a joint-stock company through additional issuance of shares. [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]

This article analyses the way in whichde facto corporation is treated in the French legal systemand, at the same time, aims to draw attention to some current inconveniences of the legal regime of such a company in Romania. Concepts such as the appearance and the necessity of de facto corporation, joint venture andthe liability of the partners are discussed in the rows below. [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]

Copyright of Revista E-mercatoria is the property of Universidad Externado de Colombia, Departamento de Derecho Comercial 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 authors of the paper proceed from the assumption that translation from Arabic into Russian and vice versa will be instrumental in strengthening economic ties of Russia with the Middle East countries and expanding foreign trade of companies in the near future. They substantiate the idea that success of foreign trade activities largely depends on the extent to which differences in the corporate law of Russia and Arab states are taken into consideration. The paper offers a review of differences in the corporate law that affect translation activity and highlights their main reasons related, first and foremost, to different conditions in which legal systems of Russia and the Middle East countries were formed. Using specific examples, the authors consider the main translation problems predetermined by differences in the corporate law of various states as well as in the terminological systems of the corporate law, and offer various means of solving the problems. It is concluded that the main principle of solving problems faced in translation is to transfer the meaning implied by the source text sender.