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Research examining the antecedents of recalls, instead of their consequences, is relatively sparse and has not considered whether firms' likelihood to recall products is influenced by legal changes that could induce managerial opportunism, such as those reducing shareholder litigation risk. To examine this question, the authors exploit the staggered adoption of universal demand (UD) laws across several U.S. states as a quasi-natural experiment. UD laws aim to prevent frivolous litigation from disrupting a firm's normal business operations by making it more difficult for shareholders to sue managers for neglecting their fiduciary duties and hold them personally liable. Although UD laws are well-intended, the reduced threat of shareholder litigation disciplining a firm's managers could have unintended negative consequences. Indeed, using a difference-in-differences analysis, the authors find that following the adoption of UD laws, affected firms become less likely to recall products. This effect is weaker in the presence of organizational mechanisms constraining managers' self-interest-seeking behavior, such as a corporate culture focused on customer needs and interests or the exercise of normative control through monitoring by institutional investors. The authors do not find support for a potential alternative explanation of operational improvement and therefore higher product quality driving their findings. [ABSTRACT FROM AUTHOR]

Taking advantage of the implementation of the 2003 European Commission (EC) directive on financial reporting, we explore the impact of mandatory financial disclosure on mergers and acquisitions (M&A). We find robust evidence that the number (and volume) of private firms becoming an M&A target increases with mandatory disclosure. Analyses of cross-industry differences, deal-level data, and post-deal performance indicate that financial disclosure increases M&A activity by reducing information frictions in the market for corporate control. Authors have furnished an Internet Appendix , which is available on the Oxford University Press Web site next to the link to the final published paper online [ABSTRACT FROM AUTHOR]

Purpose: Creditor rights reduce or increase agency problems in corporations, affecting financial decisions. This study examines the impact of India's Insolvency and Bankruptcy Code of 2016 (hereinafter referred to as the Code) on firms' investment and investment sensitivity based on their health, considering this Code as more creditor-friendly than pre-existing bankruptcy laws. Design/methodology/approach: This study uses a quasi-natural experiment that employs the difference-in-differences (DID) and propensity score matching difference-in-differences (PSM DiD) approach by considering the Code as treatment and categorizing the firms into distressed (treated group) and healthy (control group) firms. For the purpose of analysis, a fixed-effect regression model is used. Findings: This study finds that distressed firms reduce their investment after the Code, but healthy firms do not observe any change. It shows that the reduction in investment of the distressed group is significantly greater than that of the healthy group due to agency conflict and the liquidation bias hypothesis. However, the reduction in investment is not followed by the change in investment sensitivity. Originality/value: This study adds to the existing studies on the impact of the Insolvency and Bankruptcy Code, 2016 on investment. No study explores the relationship between this Code and investment based on the financial health of the firms. Also, none of the studies explores the impact of the Code on investment sensitivity. The results show that this Code has provided stronger protection to the creditors, which hurts the internal stakeholders' interests. The study has implications for policymakers and academicians. [ABSTRACT FROM AUTHOR]

Strong judicial support is an important guarantee for a country's environment to achieve good governance. This paper utilizes a multi-period difference-in-differences approach to examine the impact of environmental justice reform, represented by environmental tribunals, on corporate green innovation and its underlying mechanisms. It is found that environmental courts can effectively promote green innovation in enterprises, and their effect on "substantive green innovation" is more significant than that on "strategic green innovation". The environmental court is divided into the environmental resources trial court and the environmental resources panel court, and the trial court has a more pronounced effect on promoting corporate green innovation than the environmental resources panel court. The establishment of environmental protection courts can improve the efficiency of regional environmental justice, enhance the government's awareness of environmental protection, and increase the cost of illegal activities by enterprises, thereby promoting corporate green innovation. The promotion effect of environmental courts on corporate green innovation is more significant in regions with non-state-owned enterprises, better legal environments, and lower levels of industry competition. The main findings still hold after considering robustness tests, such as the endogeneity of environmental court establishment. The study suggests that environmental judicial specialization has a positive impact on corporate green innovation, and that the reform of environmental judicial specialization should be continuously deepened to provide useful insights for the construction of the ecological rule of law and the green transformation of enterprises. [ABSTRACT FROM AUTHOR]

When firm founders want to increase access to capital, one traditional route has been to take the firm public. Most public firms allow equal voting rights for all shareholders, so by going public, founders and early insiders inevitably give up a certain amount of control over the firm. More recently, however, a governance structure known as multiclass shares has exploded in popularity. Multiclass share structures separate voting rights from economic rights, allowing insiders to retain control while still raising money on public markets. Because multiclass structures can allow insiders to extract private benefits at the expense of outside shareholders, they are frequently criticized by both scholars and commentators as threats to good governance. Yet this narrow focus on maximizing shareholder financial returns fails to consider a myriad of other factors motivating firm governance choices, especially for the growing number of firms pursuing objectives beyond profit. This Article contributes to the scholarly literature on the efficacy of multiclass structures by adding more nuance and complexity to the traditional understanding. Specifically, it argues that multiclass structures can generate underappreciated and valuable social benefits of control. The social benefits of control accrue in two main ways. First, multiclass structures help solve a challenging private contracting problem among socially conscious firm insiders and outsiders. Second, they promote declining public markets by neutralizing a key reason why firms with objectives beyond profit may choose to stay private. These insights reveal that there are a range of benefits to multiclass structures that must be balanced with the costs traditionally highlighted by corporate law scholars. [ABSTRACT FROM AUTHOR]

In this article, I take issue with settled claims that the organizational features of the corporation make it the most effective enabler of growth under capitalism – an assumption that has focused various growth‐critical narratives on mechanisms to regulate corporate growth. I argue that such narratives are flawed because, far from always blindly amplifying growth, the corporate form often operationalizes degrowth to protect capital. This argument is theoretically grounded in Marx's analysis of the particularities of growth under capitalism, and a law‐in‐context analysis of how companies operationalize degrowth to protect capital/shareholder interests, utilizing the examples of takeovers and share repurchases. The article shows that narratives seeking to both protect the environment and deliver human flourishing need to be contextualized within an understanding of the specifics of growth under capitalism and the function of corporate law architecture. [ABSTRACT FROM AUTHOR]

The boom of regulatory agencies is a common global phenomenon, and its basics are deeply rooted in national settings, leading to the setting up of specific regulators. Theoretically, auditors must demonstrate their professional prowess, skepticism, and analytical procedure, and effectively communicate audit outcomes to the stakeholders. Interestingly, the Indian audit profession is at its crossroads: constrained by scams and multiple regulators. Reform initiatives in the wake of corporate shenanigans compelled the creation of the National Financial Reporting Authority (NFRA) under Section 132 of the Companies Act, 2013. However, the accounting profession regulator, the Institute of Chartered Accountants of India (ICAI), alleges penetration of the former in its regulatory jurisdiction. Against this backdrop, adopting a descriptive approach, the current study attempts to unearth the factors leading to such face-offs for offering an amicable solution. The study concludes that the ICAI's objections to treating the NFRA as a "super-regulator" cannot be supported. Consequently, the observation of the Committee on Experts constituted by the Supreme Court. Vesting investigating power in the NFRA could be a game changer in regulating auditors, audit firms, and audit networks. In light of the findings, the auditors could motivate to improve the audit quality substantially. [ABSTRACT FROM AUTHOR]

Punishing corporate crime typically involves fines. The limited research examining corporate crime sanctioning hampers our understanding of the punishments corporations receive, the extent to which they are fined, the nature of the offenses for which they are fined, and the fining practices of government agencies. Existing research suggests that corporate recidivism is problematic, and the effectiveness of fines has been questioned. This paper addresses corporate punishment by examining fines received by the 50 highest revenue generating US corporations for the period 2016–2020. Specifically, the study examines various aspects of the fines imposed, the fining practices of various agencies, and the frequency of repeat offenders among fined corporations. Among other findings, we found that companies in our sample had a mean of approximately 12 violations per year, and all companies were recidivists within a five-year period. Questions concerning the deterrent potential of the fines, corporate practices, and legal responses to corporate misconduct are explored. [ABSTRACT FROM AUTHOR]

This article examines the use of misleading conduct law to challenge false or deceptive business claims about their human rights practices and impacts. It does so in the context of recent developments in the field of business and human rights including the introduction of non-financial reporting, disclosure and human rights due diligence that have seen an increase in business communications about their human rights impacts. The article uses the Protect, Respect and Remedy framework of the United Nations Guiding Principles on Business and Human Rights to analyse the EU Directive on Unfair Commercial Practices (2005/29) and the Australian Consumer Law. Each prohibit misleading conduct by business. The article argues that, to differing extents, these legislations partially address the accountability gap that has emerged in the context of corporate human rights claims and practices. [ABSTRACT FROM AUTHOR]

The dissolution of a Sino-foreign joint venture can lead to high-stakes disputes between the company's shareholders, who often have pre-agreed arbitration clauses in their joint venture contract or the constitutional documents of the joint venture company. However, as the dissolution and liquidation of a company involves the termination of the company's legal capacity and will thus have an effect in rem, whether or not (and to what extent) such a dispute is capable of being settled by a private tribunal invites controversy. This article examines the various reply letters, meeting minutes and judgements handed down by the Chinese courts in an attempt to draw the line between the power of arbitral tribunals and the power of the courts when it comes to dissolution-related disputes under Chinese law. Three sets of dichotomies are set out to provide an analytical framework on this issue: first, disputes arising during the liquidation process (arbitrable) vs disputes leading to the dissolution of a company (probably non-arbitrable); second, disputes under the corporate organizational law, particularly judicial dissolution due to company deadlock (non-arbitrable) vs disputes arising from contractual grounds for dissolution (arbitrable); and finally, disputes where the parties seek an outright order for the dissolution (non-arbitrable) vs disputes where the parties merely seek a declaration confirming their rights or an order for the performance of contractual obligations on the other party's side (arbitrable). [ABSTRACT FROM AUTHOR]

The article argues that the contours of the 'business judgment rule' (hereinafter, 'the rule' or 'the doctrine') have not been properly delineated and add avoidable transaction costs in terms of business decision-making. On the premise of 'influence' existing between Board Directors and countervailing requirements of legal compliance, it becomes imperative to study both components. In the absence of any clear legalese on the latter component incentivizes Directors in two ways – by inhibiting judgment or by incentivizing abuse for a perceived higher probability of economic gain. [ABSTRACT FROM AUTHOR]

The "disinterested and independent majority" is one of the most important concepts in corporate law. Corporate actions are almost immune to legal challenge if a suitable majority of directors stands ready to approve it. Scholars have extensively debated the proper meaning and effect of "disinterested and independent," but no such literature analyzes "majority." As a matter of arithmetic, how do we compute whether a given set of directors contains a suitable majority? While seemingly innocuous, the concept of a majority means different things to different courts. Indeed, there may be no majority rule for majority independence. The Article charts and analyzes a puzzle somehow undiscovered, though at the heart of a field. In so doing, it asks questions important to debates far afield of corporate law. Majority rules matter for flawed democracies everywhere. [ABSTRACT FROM AUTHOR]

Securities law is an underappreciated part of a regulatory system that checks the power of big business. Corporate power has three essential elements: market power, managerial power, and allocative power. Antitrust addresses abuses of market power, corporate law limits managerial power, and securities regulation strives to ensure that only worthy companies gain the power to allocate societal resources. This Article shows how the problem of big business has consistently been a concern of federal securities law. In the early part of the twentieth century, both social reformers and economists viewed disclosure as a way of revealing the inefficiency of the trusts. In the modern era, securities law has become an important way of regulating large companies as market valuation has become the primary measure of corporate size. Unlike populist antitrust law, securities regulation accepts bigness and, in some ways, even encourages it. Viewing securities law through the lens of corporate power suggests that the very largest public companies should be subject to heightened disclosure requirements. [ABSTRACT FROM AUTHOR]

Copyright of Turkish Journal of Business Ethics is the property of Economic Enterprise & Business Ethics Association 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.)

Research Question: This study investigates whether and how executives with legal expertise impact corporate innovation. Research Findings: Using a sample of listed firms in China, we have the following findings: (1) Firms that hire executives with legal expertise are associated with more corporate innovation. (2) These firms talk about potential legal risks and legal advisors more often in their annual reports and have lower chances of being sued in patent litigations. (3) The innovation‐promoting effect is stronger when the firms are state‐owned enterprises, have more overseas revenue, operate in high‐tech industries, have prior patent litigation experience, and are in strong legal environments. Theoretical/Academic Implications: The findings indicate that executives with legal expertise bring more attention to legal risks and help the firm to shape a stable environment, which can effectively promote innovation activities. Also, the innovation‐promoting effect of lawyer executives complements the role of in‐house legal counsels and the external legal environment. This paper adds to the literature on the value of executives with legal background. Practitioner/Policy Implications: Our results emphasize the important role played by executives with legal expertise in corporate innovation. Given the continuing shortage of legal talents and the gradual improvement of the legal system in China, firms need to employ more legal talents to avoid potential legal risks and maintain sustainable growth. [ABSTRACT FROM AUTHOR]

We study under which circumstances firms choose to install boards and their roles in a historical setting in which neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogeneous shareholder bases. We propose that an important role of boards is to mediate between heterogeneous shareholders with divergent interests. Voting restrictions are common and ensure that boards are representative and not captured by large blockholders. Boards are given significant powers to both mediate and monitor management, and these roles are intrinsically linked. [ABSTRACT FROM AUTHOR]

While the lack of any coherent principle in veil-piercing has been apparent even before Prest v Petrodel Resources Limited, this essay argues that the status of the law was neither aided nor clarified by Sumption SJC's introduction of the concealment-evasion principle in Prest. This, accompanied by the narrowed scope of veil-piercing as a last resort remedy, has significantly discouraged its application, especially when difficulty in the concealment/evasion categorisation arises. It is therefore suggested that courts of other jurisdictions should take into account the far-reaching implications of Prest before applying the concealment-evasion principle merely because it originated from a UK Supreme Court decision. [ABSTRACT FROM AUTHOR]

Reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance. [ABSTRACT FROM AUTHOR]

Copyright of FinanzRundschau is the property of De Gruyter 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 response to the U.S.'s calls for U.S.-China decoupling by repatriating U.S. business operations and eschewing new investments in China, China introduced the Foreign Investment Law ("FIL") in 2020. The FIL marks a new era of foreign investment in China. It eliminates the requirement of prior government approval for all foreign-funded enterprises, including joint ventures consisting of U.S. companies and domestic Chinese state-owned enterprises. Many U.S. companies found the approval process under the previous legal regime to be time consuming, arduous, and oppressive. This process has now been replaced by a simple registration process under the FIL and the People's Republic of China ("PRC") Company Law. The FIL also responds to concerns regarding discrimination against the U.S. vis-à-vis China's favorable treatment of its state-owned domestic enterprises and domestic companies by requiring equal and non-discriminatory treatment of foreign investors and foreign investments. Additionally, the FIL contains numerous provisions responding to U.S. concerns about technology transfer, a hot-button issue in U.S.- China economic relations. While China maintains a restrictive investment climate compared to the U.S., the FIL represents a significant improvement of the investment climate and signals China's willingness to consider additional reforms. The FIL may create incentives for U.S. companies to ignore calls to decouple and continue to establish new business operations in China. [ABSTRACT FROM AUTHOR]

This article analyses the criminal offence of failing to comply with health and safety at work obligations, which Peruvian legal doctrine and case law has developed rather poorly. We analyse the offence from an economic and corporate criminal law perspective and compare it to the position of the employer in relation to noncriminal occupational health and safety regulations as the person responsible for their compliance within the scope of its business activity. [ABSTRACT FROM AUTHOR]

Corporate whistleblowing laws seek to encourage reporting of misconduct and ultimately ensure business practices align with the standards expected by the community. An imminent review will evaluate whether past legislative change has been successful in achieving these objectives in Australia. The review is also an opportunity to consider the desirability of proposed reforms, including offering financial incentives to whistleblowers who contribute significantly to enforcement activities. Since the last inquiry into Australian corporate whistleblowing legislation, scholarship has emerged on the effectiveness of incentives. Meanwhile, incentive programs in the United States and Canada have matured such that they can be carefully evaluated. Drawing on these extensive materials, this article provides a state-of-the-art perspective on whistleblower incentives in Australia. It concludes that a whistleblower award program would be an evidence-based option for any future reform directed at maintaining and improving standards of Australian business conduct. [ABSTRACT FROM AUTHOR]

The focus of the study is on trustees appointed for joint stock companies. Although it could be argued that decisions on the appointment of trustees under special legislation should also be taken by the trustee office and be subject to the supervision of the civil court of first instance as the supervisory authority, this would not be in line with the purpose of the special provisions. Although the appointment of a trustees to a company is generally an interim measure. In our opinion, the most important shortcoming in the appointment of trustees in practice is the lack of authority for the appointed trustees, as opposed to those who are subject to general provisions. In practice, it would be beneficial if objections could be reviewed by the next court, or even if the appointment is made by the president of the court or a single judge, for example in commercial courts, objections should be decided by a court. [ABSTRACT FROM AUTHOR]

Business leaders seem to be embracing a new paradigm where the purpose of for-profit corporations is to profit but lawfully, ethically, sustainably, and in the interests of non-shareholder stakeholders. Skeptical of this Damascene conversion to stakeholderism, some corporate law scholars question how directors might be held accountable for falling short of their commitment to some corporate purpose. One suggestion raised is to concretize corporate purpose as a legally binding director's duty to the company. As legal enforcement plays an essential role in compliance with law, the critical question is: How might a corporate purpose duty be effectively enforced? This Article argues that the answer likely lies with neither classic private enforcement by shareholders nor public enforcement by regulators, but rather a third way with elements of both. Drawing on comparative insights from three East Asian jurisdictions--Taiwan, the People's Republic of China, and Japan--this Article contributes to the enforcement literature in two ways. First, it identifies a novel form of hybrid enforcement ("quasi-private") with distinct characteristics. Second, it critically compares this new enforcement model with an existing hybrid ("quasi-public") in the context of enforcing corporate purpose. Quasiprivate enforcement offers a potential solution that avoids most of the serious downsides of private, public, or quasi-public enforcement; is uniquely compatible with a corporate purpose duty; and opens fresh perspectives on making directors more legally accountable. [ABSTRACT FROM AUTHOR]

This paper analyses the solutions aimed at fighting letterbox companies introduced alongside certain enabling rules on cross-border corporate restructuring transactions, namely conversions, mergers and divisions, into the Company Law Directive (2017/1132). The new law introduces an anti-abuse clause, which is embedded into the certification procedure of each cross-border restructuring. The results of the analysis suggest that the new anti-abuse tool lacks an accurate indication of what type of practices it is supposed to curb. Additionally, the law allows public authorities to view letterbox companies as systemic threats to the values of the single market without providing compelling reasons for such an assessment. [ABSTRACT FROM AUTHOR]

Copyright of Rechtswissenschaft (Baden-Baden) is the property of Nomos Verlagsgesellschaft mbH & Co. KG 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 Middle East Journal of Legal & Jurisprudence Studies / Mağallaẗ al-Šarq al-Awsaṭ li-l-ʿulūm al-Qānūniyyaẗ wa-al-Fiqhiyyaẗ is the property of Manar Elsharq for Studies & Research 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 impact of changing the amount of PT capital to an agreement between the parties has led to a lack of legal certainty for the involved parties. A significant legal conflict exists between Article 32 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies and Article 109 paragraph (1) of Law Number 6 of 2023 concerning the Stipulation of Government Regulations in Lieu of Law Number 2 of 2022 concerning Job Creation. The changes allow the amount of PT capital to be determined based on the agreement of the company's founders, leading to ambiguity in legal certainty. This research aims to examine and analyze the legal consequences of these regulations on the basic capital requirements for Limited Liability Companies in Indonesia, and to assess the legal certainty surrounding the agreement between parties regarding PT capital. The research employs a normative juridical method, utilizing statutory, comparative, and conceptual approaches. The analysis is grounded in the Theory of Legal Certainty (Grand Theory), Development Law Theory (Middle Range Theory), and the Theory of Good Corporate Governance (Applied Theory). The research found that changes in the regulation of basic capital, following the enactment of Law No. 6 of 2023, have contributed to legal uncertainty. This study aims to provide legal clarity on the consequences of these regulatory changes and their impact on corporate governance and legal compliance in Indonesia. [ABSTRACT FROM AUTHOR]

Copyright of FinanzRundschau is the property of De Gruyter 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 Arab Journal for Scientific Publishing is the property of Research & Development of Human Recourses Center (REMAH) 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 vibration force and amplitude are the two most important parameters in the analysis of the drivability ofcompacted sand pile vibration driving. The working amplitude is related to the mechanical equipment capacity and soilproperties, while the necessary amplitude is mainly related to soil properties. There are significant differences in theunderstanding of necessary amplitudes among the existing theories for analyzing the drivability of vibration driven piles. Inorder to better solve the problem of predicting the necessary amplitude for vibration pile driving, based on the analysis of thedrivability of compacted sand piles in the artificial island project of the Hongkong -Zhuhai -Macao Bridge and Tunnel, anacceleration sensor is installed on the sand pile pipe to monitor the entire process of compaction sand pile driving. Theamplitude time curve is obtained through quadratic integration. The measured amplitude under various soil conditions iscompared and analyzed with commonly used methods such as the Jiandiao Kobe Corporation Law of Japan, the ICE pile drivingtheory in the United States, and the PTC pile driving theory in France. Based on the measured results, the applicability andadvantages and disadvantages of the above vibration pile driving theory are compared and analyzed, and suggestions for thenecessary amplitude value method are given. The research results indicate that under the condition of using an electric vibrationhammer for pile driving, the necessary amplitude of the Jiandiao Kobe Corporation Law of Japan is larger, the necessaryamplitude of the French PTC method is smaller, and the regularity of the necessary amplitude of the American ICE method is ingood agreement with the measured results, but the value method is not specific enough. It is recommended to further refine andimprove the necessary amplitude values for vibration pile driving based on the ICE law in the United States and engineeringexperience. [ABSTRACT FROM AUTHOR]

After centuries of colonial subordination, Black and Brown former colonies are still fighting to achieve the fruits of decolonization. The traditional theory is that former colonies will emerge from the colonial period with the legal mandate and international recognition needed to chart their own futures. But, for those Black and Brown British colonies that achieved political independence, it became clear that, without economic strength to care for their societies, legal separation could not deliver on its promise of freedom from subordination. This Article argues that investments in corporate law innovations by some jurisdictions, such as Bermuda, the British Virgin Islands, and the Cayman Islands, have provided a pathway to postcolonial self-determination. These communities have generated immense wealth and autonomy for their populations in the postcolonial era by using strategies akin to those deployed by the State of Delaware. While former colonizers denigrate Bermuda, the Cayman Islands, and the British Virgin Islands as tax havens and corporate law imperialists, which must be aggressively governed to protect the tax base and financial sectors of "non-tax haven" countries, there is another side to this narrative: Offshore corporate law is freedom-promoting for some communities. This Article complicates the dominant perspective of corporate law imperialism and introduces a conceptualization of corporate law as decolonization to the legal and policy discourse on offshore financial centers. [ABSTRACT FROM AUTHOR]

We present the first evidence on the incidence of “trip wire” versus “last look” poison pills. Using a hand-collected data set of 130 poison pills implemented and/or amended between January 1, 2020, and March 31, 2023, we find that pills are almost evenly divided between trip-wire and last-look pills. We find that the main—if not exclusive—driver of the variance in this pill design feature is the law firm that installs the pill. We further find that top tier M&A firms (defined as ranked Band 1, 2, or 3 in Corporate/M&A by Chambers) are far more likely to put in a trip-wire feature. Firms outside of this top tier are far more likely to put in a last-look feature. We argue that a trip-wire feature is consistent with a well-known strand of the bargaining literature, demonstrating that irrevocable commitment provides bargaining leverage. The fact that top-tier law firms put in trip-wire pills is an implicit acknowledgement of that literature. Sophisticated practitioners understand the importance of irrevocable commitments in other areas of transactional practice as well (e.g., “don’t ask, don’t waive” standstill agreements). We further demonstrate that a last-look provision is not required under Delaware corporate law. Our finding that top-tier firms are more likely to adopt best practices is consistent with other literature showing a slow dissemination of cutting-edge features in transactional practice (e.g., Coates 2001; Subramanian 2005). We apply our findings to examine the poison pill that Twitter’s board of directors installed in April 2022, in response to Elon Musk’s offer to buy the company. Consistent with our overall findings, the Twitter pill, which included a last-look feature, was not put in by a law firm ranked Band 1–3 in Corporate/M&A by Chambers. We argue that this last-look feature might have been disastrous for Twitter, if Elon Musk had actually triggered the pill. At least with hindsight, Musk might have been able to acquire Twitter for billions less had he triggered the Twitter pill. [ABSTRACT FROM AUTHOR]

In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court confirmed that non-ratable transactions between corporations and their controlling stockholders are subject to review under the onerous entire fairness standard unless the transaction is approved by both a fully empowered committee of independent directors and a fully informed and uncoerced vote of the disinterested stockholders. Despite the important role entire fairness review serves in policing potential conflict-of-interest transactions, it is not without cost to corporations and stockholders. In most cases, entire fairness claims cannot be dismissed on the pleadings, presenting plaintiffs with inherent settlement value and inviting litigation without regard to the merits of a claim. Delaware law’s existing safeguards against opportunistic derivative litigation—namely, Delaware’s MFW framework, demand futility requirement, and recognition of special litigation committees— curb inefficient entire fairness challenges to some degree, but offer imperfect solutions that do not fully address the problems facing many corporations under the modern entire fairness paradigm. This article offers an alternative solution founded in specific statutory authority under the DGCL, longstanding foundational Delaware corporate law principles, and an overlooked aspect of the seminal case Marchand v. Barnhill: a provision in a corporation’s certificate of incorporation empowering an independent board committee (or subset of independent directors) with the sole and exclusive power and authority over derivative litigation demands and related matters. Where this provision is adopted, Delaware law and public policy support assessing demand futility based solely on the independence and disinterestedness of the directors so empowered to review derivative litigation demands. This, in turn, generally concentrates control of derivative litigation in independent directors, who Delaware law deems best suited to manage corporate litigation rights, thereby promoting more efficient management of derivative claims and reducing the costs of opportunistic derivative litigation currently faced by many corporations. [ABSTRACT FROM AUTHOR]

As American corporate law has developed since the Progressive and New Deal eras, shareholders have increasingly employed the shareholder proposal mechanism, provided by SEC Rule 14a-8, as a means to achieve any number of desired results. Generally, Rule 14a-8 requires companies to include shareholder proposals on their proxy statements. The desires of shareholders, outside of their often primary desire to make money, now frequently include Environmental, Social, and Governance (“ESG”) reform, increasing board diversity, merger and acquisition-related decisions, and monitoring executive pay. In particular, shareholders’ focus on ESG reform is no surprise given the broad worldwide focus on responding to rising environmental concerns. Indeed, according to the National Oceanic and Atmospheric Administration, an American scientific and regulatory agency, 2021 “culminated as the sixth warmest year on record for the globe.” Further, “the years 2013-2021 all rank among the ten warmest years on record.” Investors in both the United States and Europe have begun responding to these environmental issues. However, the capabilities American shareholders (particularly minority shareholders) have to effect positive environmental change at the corporate level is hindered by the fact that the United States ranks 36th in the world when it comes to protecting minority investors. A minority investor, or shareholder, is one who owns less than half of a given company’s total shares—thus making them in the minority of overall shareholders. While the United States ranks high (6th) on a general ease of doing business scale, its protection of minority investors, according to the World Bank, lags. The U.S. has a 71.6 (out of 100) score for the protection of minority investors. Particularly troublesome among the World Bank’s analyses of American protection of minority investors is the nation’s “[e]xtent of shareholder rights index.” This means, generally, that a minority investor interested in changing a company’s practices in an effort to improve said company’s environmental impact has less of an ability to do so in the United States than in 35 other nations. Why does the United States lag behind other nations with regard to minority shareholder protection, and how can it change for the better? [ABSTRACT FROM AUTHOR]

The article discusses the incorporation of sustainability reforms into corporate law in the European Union (EU). Topics discussed include the structure of corporate governance, corporate law reforms in EU which aims to encourage sustainable governance including the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD), and the need for structural changes in corporate governance to reorient it towards sustainability.

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]

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The article provides information about the current wage tables for unpaid work in private households. These tables contain tariff-determined hourly rates according to the Collective Agreement for the Public Service (TVöD). The Federal Court of Justice (BGH) has approved the use of these tables. Additionally, a handbook on social security law and a simple invoice for determining and calculating social security taxable income are mentioned. The imprint provides information about the publisher and editors of the article. The text also includes information on shipping costs, invoicing, orders, termination periods for magazine subscriptions, as well as copyright and publishing rights. It also addresses the use of contributions in printed and electronic form. Furthermore, guidelines for authors and contributors are provided. The benefits of a subscription and a trial subscription are mentioned. Additionally, information is given about an online module on commercial and company law, as well as a work on data protection and data usage. Other online offers and highlights are also mentioned. [Extracted from the article]

The economic development of commercial companies, matched with the desire to modernize the size and structure of commercial companies and business units, is manifested by the multiplication of branches and the creation of subsidiaries, which leads to the creation and the multiplication of consortia. This may be a plus for the business world, but, for the wage earners, it is mostly characterized by the disregard of their interest. The aim of this article is to show the legal apprehension of the situation of wage earners in a consortium under OHADA law. What are the mechanisms put in place by the law to remedy the unpleasant legal situation of wage earners in the consortium? In conceiving the possibility for commercial companies to come together through various ties to form an entity called a consortium, the OHADA Treaty had to see in which way the interests of those who play a major role (wage earners) for the development of such companies will be safeguarded. This article has a double interest: socio-moral interest and a scientific interest—socio-moral interest, in that it tries to examine how the interest of wage earners, which is mainly alimentary and will not be abandoned in favour of capital interest; and a scientific interest as it endeavours to reconcile the application of two rules of law: that of company law and of labour law. [ABSTRACT FROM AUTHOR]

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This article presents empirical findings on listed company responses to provisions on board-level workforce engagement in the revised 2018 UK Corporate Governance Code, based on analysis of FTSE 350 company reports, survey data from 70 firms, and a series of 41 interviews with directors, senior managers and workforce representatives across 17 case study firms. The findings suggest that, despite some pockets of good practice, the current code-based regulatory framework is weak and ineffective. In light of this, the article considers current debates around strengthening worker voice in governance structures – including through appeals to corporate purpose, investor engagement, and wider changes in the legal and regulatory architecture. It concludes that any fundamental reform would require a recasting of the narrative around corporate purpose, based on a pluralist recognition of the dual nature of labour/capital investments in the firm and a renewed emphasis on the principle of workplace democracy. [ABSTRACT FROM AUTHOR]

The business judgment rule (BJR) is a corporate law doctrine that protects a decision of directors from fairness review by a court of law unless there is sufficient evidence that the director has breached his fiduciary duties or that the decision-making process is tainted. Given that the BJR acts as a protective armor for directors as their personal liability is not engaged for a corporate decision irrespective of its outcomes provided that some requirements are satisfied, the purpose of this paper is to critically assess whether directors of Mauritian companies are sufficiently protected and encouraged in the exercise of their duties. To achieve the research objective, the black letter research method was adopted to collect secondary data and a comparative analysis with some other countries' rules on business judgment was conducted. A desk-based approach and content analysis were used to collect this information. The countries selected for the comparison are the United Kingdom and United States. Mauritian law does not afford protection to directors for decisions taken based on business judgment whereas this research has demonstrated that the laws of other countries being the United Kingdom and the United States as well as their judicial instances both recognize and apply the BJR. [ABSTRACT FROM AUTHOR]

Copyright of Alauddin Law Development Journal is the property of Alauddin Law Development Journal (ALDEV) 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.)