Corporate Groups: Corporate Law, Private Contracting and Equal Ownership

2021 ◽  
Author(s):  
Maria Isabel Sáez Lacave ◽  
María Gutiérrez Urtiaga
Keyword(s):  
Corporate Law ◽  
Corporate Groups ◽  
Private Contracting

scholarly journals Private Contracting, Law and Finance

2019 ◽  
Vol 32 (11) ◽  
pp. 4156-4195 ◽  
Author(s):  
Graeme G Acheson ◽  
Gareth Campbell ◽  
John D Turner
Keyword(s):  
Financial Markets ◽  
Corporate Law ◽  
Late Nineteenth Century ◽  
Law And Finance ◽  
Concentrated Ownership ◽  
Oxford University ◽  
Editorial Decision ◽  
Late Nineteenth ◽  
Private Contracting ◽  
Published Paper

Abstract In the late nineteenth century Britain had almost no mandatory shareholder protections, but had very developed financial markets. We argue that private contracting between shareholders and corporations meant that the absence of statutory protections was immaterial. Using approximately 500 articles of association from before 1900, we code the protections offered to shareholders in these private contracts. We find that firms voluntarily offered shareholders many of the protections that were subsequently included in statutory corporate law. We also find that companies offering better protection to shareholders had less concentrated ownership. Received August 19, 2016; editorial decision October 24, 2018 by Editor David Denis. 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.

The European Company – A Challenge to Academics, Legislatures and Practitioners

2003 ◽  
Vol 4 (4) ◽  
pp. 309-331 ◽  
Author(s):  
Christoph Teichmann
Keyword(s):  
European Commission ◽  
Corporate Law ◽  
Company Law ◽  
Tax Law ◽  
Legal Form ◽  
Corporate Groups ◽  
European Company ◽  
European Company Law ◽  
Societas Europaea ◽  
Legal Forms

The European Company – or Societas Europaea (SE) – has been referred to as the “flagship of European Company Law”. This is certainly true if one considers the ambitious origins of the project. In 1970, the European Commission presented the first draft of the Statute for a European Company. A completely autonomous European legal form was intended, freely floating above the national legal forms and based solely on the sturdy branch of a purely European corporate law. The text of 1970 was, in substance, a complete code of corporate law. From the management structure to shareholders’ actions, from the law of corporate groups (Konzernrecht) to accounting law, from tax law to co-determination – every regulation required in a modern corporate law was provided for.

scholarly journals A macro-level investigation of transatlantic controlling shareholder's fiduciary duty

Legal Studies ◽  
2021 ◽  
pp. 1-24
Author(s):  
Leon Anidjar
Keyword(s):  
Historical Development ◽  
Corporate Law ◽  
Fiduciary Duty ◽  
Business History ◽  
Macro Level ◽  
Legal Systems ◽  
Minority Shareholders ◽  
Controlling Shareholders ◽  
Corporate Groups ◽  
The World

Abstract Legal systems around the world apply various strategies to mitigate agency costs between controlling and minority shareholders. A systematic review of the transnational law on the loyalty and care obligations of controlling shareholders reveals various doctrinal choices. This study aims to uncover the evolution of these choices by employing a law-in-context methodology. Accordingly, it seeks to explain the differences in governance selections by exploring the cultural, historical and socio-economic backgrounds of the particular legal systems in which organisations and decisions are embodied. I conduct a macro-level inquiry which focuses on the cultural environment and business history development to understand different doctrinal designs. In particular, I argue that those dissimilarities are a result of unique cultural-non-formal norms of corporate governance regarding the protection afforded to shareholders’ interests and they correspond to the historical development of the law of corporate groups across nations. As the macro-level investigation indicates, any initiative to globally converge corporate law and governance should be carried out with caution because it may distort the delicate normative equilibrium represented in a given jurisdiction.

Risky Business: Enterprise Liability, Corporate Groups and Torts

2017 ◽  
Vol 8 (1) ◽  
pp. 54-77
Author(s):  
Glen Wright
Keyword(s):  
Common Law ◽  
Limited Liability ◽  
Corporate Law ◽  
Business Enterprise ◽  
Corporate Groups ◽  
Corporate Group ◽  
High Profile ◽  
Modern Era ◽  
Risky Business ◽  
Corporate Personality

AbstractCorporate personality and limited liability have been the foundations of corporate law for most of its modern history. While these concepts greatly contributed to the early development of corporations, their application in the modern era is outmoded. Nowhere is this clearer than in ‘risky business’ scenarios, where a subsidiary is constituted for the purpose of shielding the corporate group as a whole from tortious liability arising from risky or dangerous activities. Tort victims generally must rely on ineffective and inconsistent common law and tort law doctrines in order to seek redress for torts committed against them, and a number of high profile cases have highlighted the flaws in such approaches. Many corporate law and tort scholars have commented on these flaws and a literature has developed proposing rational alternatives. This paper presents the case for adopting ‘enterprise liability’ in risky business situations, that is, treating the companies within a corporate group as one unified enterprise for the purposes of compensating tort victims.

Contemporary Australian Corporate Law

2017 ◽  
Author(s):  
Stephen Bottomley ◽  
Kath Hall ◽  
Peta Spender ◽  
Beth Nosworthy
Keyword(s):  
Corporate Law

Are Member Firms of Corporate Groups Less Risky?

CFA Digest ◽  
2010 ◽  
Vol 40 (4) ◽  
pp. 26-27
Author(s):  
Brindha Gunasingham
Keyword(s):  
Corporate Groups

Can Multinational Corporations be responsible for human rights violation of its outsourcee company? Response of national or international law?

2020 ◽  
Vol 20 (1) ◽  
pp. 153-179
Author(s):  
Alessandro Suppa ◽  
Pavel Bureš
Keyword(s):  
Human Rights ◽  
International Law ◽  
Multinational Corporations ◽  
Corporate Law ◽  
International Economy ◽  
Due Diligence ◽  
Business And Human Rights ◽  
Original Question ◽  
Definition Of ◽  
Human Rights Violation

SummaryNowadays, an important role in the world is played by Multinational Corporations (MNCs). They hire, produce, and influence the international economy, but also, they exploit, pollute. Their business activities might have a worldwide effect on human lives. The question of the responsibility of MNCs has drawn the attention of many scholars, mainly from the study field labelled “Business and Human Rights”. The present paper does not examine the topic under the same approach. The authors aim at presenting the issue in a broader perspective, exploring the concept of due diligence both in international and corporate law. In this paper, authors strategically use the uniformity of national legislations as a possible and alternative solution to the issue. They are aware of three fundamental factors: 1) the definition of MNCs needs to be as clear as possible, so to avoid any degree of uncertainty; 2) the outsourcing phenomenon interacts with that definition; 3) in case of no possibility to include outsourcing in the definition of MNC, the original question arises in a significant way.

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