scholarly journals From balanced enterprise to hostile takeover: how the law forgot about management

Legal Studies ◽  
2018 ◽  
Vol 39 (1) ◽  
pp. 75-97 ◽  
Author(s):  
Andrew Johnston ◽  
Blanche Segrestin ◽  
Armand Hatchuel
Keyword(s):  
Current System ◽  
Company Law ◽  
Simple Majority ◽  
Hostile Takeover ◽  
Shareholder Primacy ◽  
Existing Structures ◽  
Competing Interests ◽  
Professional Management ◽  
The Law ◽  
Law Making

AbstractWe show that professional management began to emerge in UK companies during the first half of the twentieth century, a development which was widely theorised and accepted. However, the managerially-led enterprise was accommodated rather than protected by company law, making it vulnerable to changes in the law. The Cohen Report of 1945 paid no attention to these developments, and led to the introduction, in the Companies Act 1948, of important, but previously little appreciated, changes in the name of enhancing the accountability of directors to shareholders. The shareholders’ statutory right to remove the directors by simple majority overturned existing structures overnight and was an important driver of the hostile takeover, which emerged shortly afterwards. This deprived management of the necessary autonomy to balance the competing interests at stake in the enterprise and to foster innovation. The emergence of the current system of shareholder primacy can be traced back to these developments.

LEGAL SKETCH «THE SIGNIFICANCE OF THE LEGAL EXCUSES AND PROVERBS OF ANCIENT ROME AS A MEANS OF LEGAL PROPAGANDA ABOUT LEGAL KNOWLEDGE AND CULTURE»

2020 ◽  
Author(s):  
Alexander Kukharev ◽  
Alexander Rusu
Keyword(s):  
Digital Age ◽  
Legal Culture ◽  
Roman Law ◽  
Ancient Rome ◽  
Legal Knowledge ◽  
The Law ◽  
Law Making

This article discusses adaptation of the norms and ideals of Roman law to modern legal culture, the basis of Roman legal relations, which is the basis of modern law-making. It is important to learn how the culture of the law of ancient Rome influenced the formation of modern law of the digital age. The purpose of writing the paper was to highlight the influence of the legal culture of ancient Rome on modern reality.

“Judicial Law-making”: Pro et Contra

2020 ◽  
Vol 2 (1) ◽  
pp. 7-35
Author(s):  
V. V. Ershov ◽  
Keyword(s):  
Judicial Process ◽  
Social Phenomena ◽  
Scientific Discussion ◽  
Ex Post ◽  
New Concepts ◽  
Judicial Lawmaking ◽  
The Law ◽  
Legal Understanding ◽  
Developing System ◽  
Law Making

Introduction. As a result of the application in scientific research of descriptive and objectiveteleological methods of studying legal phenomena, a number of foreign and Russian scientists often describe only truly objectively existing legal phenomena, including “judicial law-making”. Theoretical Basis. Methods. From the position of scientifically grounded concept of integrative legal understanding, according to which the system of law first of all synthesizes only the principles and norms of law contained in a single, multi-level and developing system of forms of national and international law, implemented in the state, the article concludes that it is possible to highlight two types of “judicial law-making” in the special literature: “moderate” and “radical” types of “judicial law-making”. Results. “Moderate judicial law-making” is allowed only outside the law, its results are not binding on other courts, as the “norm” created by the court is only applicable ex post, only to a particular dispute and is not binding on other courts. In the opinion of the author of the article, this result of “moderate judicial law-making” is theoretically more reasonable to be considered as a kind of wrong – as “court positions” obligatory only for participants of individual judicial process, developed in the process of consideration and resolution of individual dispute as a result of interpretation of principles and norms of law. Discussion and Conclusion. Researchers – supporters of the “radical” type of “judicial lawmaking” allow the development of “judicial precedents of law” “through the law, beyond and against the law” (contra legem).It seems to the author that this type of “judicial lawmaking” is based on the scientific discussion concept of integrative legal understanding, according to which the heterogeneous social phenomena – right and wrong – are synthesized in the unified system of law (for example, law and individual judicial acts, including those containing specific positions of the court).New concepts and their definitions have been introduced into scientific circulation. The author concludes that the “radical” kind of “judicial law-making” is theoretically debatable, and practically counterproductive.

Parliamentarism and the Legislative Branch

2017 ◽  
Author(s):  
András Sajó ◽  
Renáta Uitz
Keyword(s):  
Decision Making ◽  
Political Parties ◽  
Legislative Branch ◽  
Effective Decision ◽  
The Law ◽  
Internal Operations ◽  
Effective Decision Making ◽  
The Relationship ◽  
Law Making

This chapter examines the relationship between parliamentarism and the legislative branch. It explores the evolution of the legislative branch, leading to disillusionment with the rationalized law-making factory, a venture run by political parties beyond the reach of constitutional rules. The rise of democratically bred party rule is positioned between the forces favouring free debate versus effective decision-making in the legislature. The chapter analyses the institutional make-up and internal operations of the legislature, the role of the opposition in the legislative assembly, and explores the benefits of bicameralism for boosting the powers of the legislative branch. Finally, it looks at the law-making process and its outsourcing via delegating legislative powers to the executive.

The Doctrinal Basis of The Rights of Company Shareholders

1998 ◽  
Vol 57 (3) ◽  
pp. 554-588 ◽  
Author(s):  
Ross Grantham
Keyword(s):  
Political Power ◽  
The State ◽  
Company Law ◽  
Corporate Form ◽  
Moral Force ◽  
The Law ◽  
Normative Implications

THE concept of ownership is a complex, powerful and controversial idea. In law it explains, justifies and gives moral force to a host of rights and duties as well as serving to legitimate the allocation of wealth and privilege. The influence of this idea is, furthermore, everywhere embodied in the law. In company law, legal and economic conceptions have both rested on and have been shaped by the normative implications of ownership. Historically, ownership was the principal explanation and justification for the central role of shareholders in corporate affairs. As owners, shareholders were entitled to control the management of the company and to the exclusive benefit of the company's activities. Ownership also served to legitimate the corporate form itself. So long as it was owned by individuals the economic and political power of the company was both benign and a bulwark against the intrusion of the state.

Gender and judging at the International Criminal Court: Lessons from ‘feminist judgment projects’

2020 ◽  
pp. 1-18
Author(s):  
Rosemary Grey ◽  
Kcasey McLoughlin ◽  
Louise Chappell
Keyword(s):  
International Criminal Court ◽  
Final Section ◽  
International Criminal ◽  
Criminal Court ◽  
Gender Justice ◽  
Gender Analysis ◽  
Male And Female ◽  
The Law ◽  
And Shifts ◽  
Law Making

Abstract To date, analyses of gender justice at the International Criminal Court (ICC) have focused primarily on critiques of, and shifts within, the Office of the Prosecutor. This article takes a different approach by focusing on the ICC’s judiciary. We being by arguing that state parties can and should do more than electing a balance of male and female judges – they can also ensure gender-sensitivity on the Bench by supporting candidates with expertise in gender analysis, and by backing judges who bring a feminist approach to their work once elected. Next, we explain the concept of the ‘feminist judgment-writing’ and suggest that this method offers a useful framework for embedding gender-sensitive judging at the ICC. To illustrate this argument, we highlight opportunities for ICC judges to engage in gender-sensitive judging in relation to interpreting the law, making findings of fact, and deciding procedural questions. The final section of the article discusses how best to institutionalize the practice of gender-sensitive judging at the ICC.

An Economic and Jurisprudential Genealogy of Corporate Law. By Michael J. Whincop. [Aldershot: Ashgate. 2001. xviii, 222, (Bibliography) 20 and (Index) 5 pp. Hardback £45. ISBN 1–84014–773–3.]

2002 ◽  
Vol 61 (2) ◽  
pp. 463-492
Author(s):  
John Armour
Keyword(s):  
Corporate Law ◽  
Company Law ◽  
Economic Methodology ◽  
Evolutionary Account ◽  
High Profile ◽  
Intuitive Appeal ◽  
History Of ◽  
The Law

Economic analysis has recently gained a high profile in English company law scholarship, not least through its employment by the Law Commissions and its resonance with the Company Law Review. This approach has taught us much about how company law functions in relation to the marketplace. Whincop’s book is, however, the first attempt to use economic methodology not only to explain how the law functions, but also to provide an evolutionary account of why the history of English company law followed the path it did. The result is a thesis that, whilst complex, has a powerful intuitive appeal for those familiar with Victorian company law judgments.

Quasi-Legislative Powers of State Boards of Health

1916 ◽  
Vol 10 (1) ◽  
pp. 80-95 ◽  
Author(s):  
U. G. Dubach
Keyword(s):  
The Law ◽  
Law Making

The aim of the present paper is to describe the regulative powers granted to state boards of health, and to consider the wisdom of these grants as well as their validity as tested by the principle that the law-making powers granted to legislatures may not constitutionally be delegated by them to other agents of government.State boards of health, while primarily administrative bodies, have generally a more or less extensive power to make regulations in supplement to and having the force of statute law. Questions thus arise as to the extent and validity of the ordinance-making powers granted. Does the power to make these regulations, having the force of law, change the nature of these boards? Under what conditions may they exercise their power?

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