Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, by Christopher Bruner. Cambridge: Cambridge University Press, 2013. 318pp. ISBN: 978-1-1070-1329-2

2015 ◽  
Vol 25 (1) ◽  
pp. 143-146
Author(s):  
Anita Anand ◽  
William Muir
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
The Political ◽  
Cambridge University ◽  
The Common ◽  
Political Foundations

scholarly journals Transparency in corporate governance: Extent of directors duty to declare interest in company’s transactions

2015 ◽  
Vol 11 (1) ◽  
pp. 137-148 ◽  
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Corporate Governance ◽  
United Kingdom ◽  
Comparative Analysis ◽  
Common Law ◽  
Men And Women ◽  
Legal Personality ◽  
The Common ◽  
The Law ◽  
Important Position

The realization that the directors occupy important position in corporate governance, and as business men and women, cannot be prevented from having dealings with the company, demand a close scrutiny of corporate transactions in which they are directly or indirectly involved or have an interest to ensure that such interest is not placed above their duty to the company. One of the ways in which the law strives to achieve this balance is by imposing a duty on the director to disclose to the board any interest he has in company’s transactions. This requirement which was previously governed by the common law and the company’s articles, is presently increasingly finding a place in companies statutes in different jurisdictions. The paper examines, through a comparative analysis, the provisions on the duty of the director to disclose interest in company’s transactions in South Africa and United Kingdom with the aim of discovering the extent to which the statute in both jurisdictions upholds the common law prescriptions. The paper argues that the need for transparency in corporate governance and the preservation of the distinct legal personality of the company demand that the duty to disclose interest should be upheld even in those cases of companies run by a sole director.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.

1 Courts and Foreign Affairs

2015 ◽  
Author(s):  
Bradley Curtis A
Keyword(s):  
Common Law ◽  
Federal Court ◽  
The United States ◽  
Executive Branch ◽  
Foreign Affairs ◽  
The Political ◽  
State Law ◽  
Government Institutions ◽  
The Common ◽  
Political Question

This chapter provides an overview of some of the constitutional, statutory, and common law doctrines that govern the adjudication of foreign affairs–related disputes in the United States. These doctrines include requirements for federal court jurisdiction, “justiciability” limitations such as the political question doctrine, the Erie doctrine concerning federal court application of state law, and the common law “act of state” doctrine. The chapter also discusses more general interpretive principles such as the Charming Betsy canon of construction and deference to the executive branch. The chapter concludes by briefly describing the constitutional authority of U.S. government institutions other than the courts, including the situations in which state law that concerns foreign affairs will be preempted.

The Constitution of Law: Legality in a Time of Emergency by David Dyzenhaus, (Cambridge: Cambridge University Press, 2006). 250pp. Page numbers in text are to this book.

2008 ◽  
Vol 21 (2) ◽  
pp. 477-483
Author(s):  
Jamie Cameron
Keyword(s):  
National Security ◽  
Rule Of Law ◽  
Common Law ◽  
Middle Ground ◽  
Cambridge University ◽  
The Rule Of Law ◽  
Legislative Action ◽  
The Common ◽  
Constitutive Properties ◽  
Principle Of Legality

What the rule of law means and how it constrains the exercise of state power raise issues which have been debated-without resolution-over the ages. Times of emergency bring fresh energy to the discussion, and David Dyzenhaus is one of many who have entered the fray to debate the balance between liberty and national security in the post 9/11 period. It has not been easy for those who place their trust in written constitutions to account for the way textual guarantees are diluted when the state is under threat. Rather than address that dilemma, Dyzenhaus sets his ideas apart by proposing a theory which maximizes the protection of rights in emergency circumstances, without straining the institutional capacities or legitimacy of the judiciary. This theory invokes the pedigree of the common law-and “common law constitutionalism”-and is grounded in the constitutive properties of the rule of law, or principle of legality. Dyzenhaus may not have answered the questions readers will want to ask, but he has opened up the middle ground between the competing supremacies yet more, by drawing common law constitutionalism and its rule-of-law pedigree into constitutional theories of review. More to the point, he has challenged the judiciary to draw on the moral resources of the law to make executive and legislative action as accountable as possible at all times, in emergencies as well as in normal times. Readers can and should engage, at many levels, with the complexity of his thought in this important book.

Merchant Courts, Arbitration, and the Politics of Commercial Litigation in the Eighteenth-Century British Empire

2016 ◽  
Vol 34 (3) ◽  
pp. 615-647 ◽  
Author(s):  
Christian R. Burset
Keyword(s):  
Eighteenth Century ◽  
Economic Development ◽  
British Empire ◽  
John Locke ◽  
Common Law ◽  
The Political ◽  
The Common ◽  
The Law ◽  
Law Merchant

John Locke worried that the common law was bad for business. Although he recognized the political importance of common law institutions such as juries, he also thought that the cumbersome procedures of English courts might hamper economic development in England and its colonies. The Fundamental Constitutions of Carolina, which Locke helped draft in 1669, tried to reconcile these competing political and economic concerns. Although the Constitutions guaranteed “Freemen” a right to trial by jury, the document also provided for specialized judges in port towns to “try cases belonging to [the] law-merchant.” These commercial judges would allow merchants to settle their disputes “as shall be most convenient for trade,” rather than by the expensive formality of the common law.

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