Legal and Theoretical Foundations of the Business Corporation

2019 ◽  
pp. 3-84
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig
Keyword(s):  
Limited Liability ◽  
Corporate Law ◽  
Company Law ◽  
Business Corporation ◽  
Legal Personality ◽  
Modern Business ◽  
Historic Development ◽  
The Subject ◽  
National Boundaries ◽  
Theoretical Foundations

In accordance with comparative law methodology, the chapter seeks to define and delineate in functional terms the subject matter of this book. It aims to provide a workable conception of ‘business corporation’ and ‘company law’ that transcends national boundaries. The modern business corporation (or company) is a comparatively recent phenomenon that emerged in the nineteenth and twentieth centuries. Its rise is linked with the development of the modern nation state and capitalism. Despite a growing interest in comparative company law scholarship, most lawyers still approach the subject with preconceptions formed by their own domestic corporate law experience. This can be problematic given that major differences in typology, historical development, regulatory framework, and legal characteristics remain. Consequently, this chapter discusses the concepts and terminology used in this context in common law and civil law systems, explores separate legal personality and limited liability as defining properties of the business corporation, provides an overview of the historic development of the business corporation and of corporate (law) theory, and analyses the sources of domestic corporate law.

scholarly journals KONSEP LIMITED LEABILITY SEBAGAI BADAN HUKUM KORPORASI

2011 ◽  
Vol 3 (1) ◽  
Author(s):  
Burhanuddin Susamto
Keyword(s):  
Islamic Law ◽  
Limited Liability ◽  
Corporate Law ◽  
Business Organization ◽  
Business Corporation ◽  
Modern Business ◽  
Islamic Identity ◽  
Muslim Communities ◽  
The Way

A strong awareness to reassert Islamic identity has emerged in these recent decades. One of the awareness is that the force of some muslim communities to internalize Islamic principles into all institutions. Nyazee, in his work, questions and also explains Islamic principles that must be the base of business organization particularly in corporation scope. The aim of this study is to show the argumentation of Islamize modern business corporation and to offer the way to realize the aim. Therefore, this study needs comprehensive and integrative way based on Islamic law towards liability limited concept as corporate law institution. Pada dekade belakangan ini telah muncul kesadaran yang kuat untuk menegaskan kembali identitas Islam. Salah satu wujudnya adalah desakan sebagian kaum Muslimin yang menghendaki agar semua institusi kehidupan disesuaikan dengan prinsipprinsip Islam. Nyazee sendiri dalam karyanya sangat mempertanyakan dan berusaha menjelaskan prinsip-prinsip Islam yang seharusnya menjadi dasar organisasi bisnis terutama dalam lingkup korporasi. Tujuan dari studi ini adalah untuk menunjukkan mengapa korporasi bisnis modern perlu di-Islamisasi, dan menawarkan bagaimana cara tersebut dapat terwujud. Karena itu untuk mencapai tujuan itu, studi ini membutuhkan upaya yang konprehensif dan terintegrasi menurut Hukum Islam terhadap konsep limited liability sebagai badan hukum korporasi.<br /><br />Kata Kunci: Korporasi, Limited Liability, Badan Hukum

Company Law

2021 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Corporate Finance ◽  
Company Law ◽  
Corporate Structure ◽  
Legal Personality ◽  
Corporate Entity ◽  
The Subject ◽  
Corporate Insolvency

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.

Company Law

2018 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Corporate Finance ◽  
Company Law ◽  
Corporate Structure ◽  
Legal Personality ◽  
Shareholder Engagement ◽  
The Subject ◽  
Corporate Insolvency

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major areas. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors' duties and liabilities), shareholders' rights and remedies (including powers of decision-making and shareholder engagement), corporate finance (including share and loan capital), and corporate insolvency (including insolvencies arising).

2. Corporate personality and limited liability

Company Law ◽  
2020 ◽  
pp. 14-28
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

2. Corporate personality and limited liability

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

scholarly journals A new understanding of the history of limited liability: an invitation for theoretical reframing

2020 ◽  
Vol 16 (5) ◽  
pp. 643-664 ◽  
Author(s):  
Ron Harris
Keyword(s):  
Economic Theory ◽  
20Th Century ◽  
Historical Development ◽  
Limited Liability ◽  
Theoretical Research ◽  
Business Corporation ◽  
Legal Personality ◽  
History Of ◽  
Research Questions ◽  
Modern Sense

AbstractI investigate the historical development of limited liability – widely considered a cornerstone of the business corporation – and challenge the commonplace linear narratives about how limited liability evolved. I dismiss the claim that limited liability was invented with the very first joint-stock business corporations around 1600. I also reject the assertion that it became dominant with the limited liability acts of the mid-19th century. My argument is that it was only around 1800 that limited liability became a separate corporate attribute, distinct from legal personality, and that limited liability in the modern sense became a uniform attribute of all corporations only in the 20th century. Since corporations, stock markets and the corporate economy enjoyed a long and prosperous history well before limited liability in its modern sense became established and dominant, the economic theory of limited liability needs to be revisited. The paper opens a new set of conceptual, empirical and theoretical research questions, and points to new possibilities in terms of viable future liability regimes.

2. Corporate personality and limited liability

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Small Businesses ◽  
Limited Liability ◽  
Company Law ◽  
Historical Background ◽  
The Core ◽  
Corporate Form ◽  
The Subject ◽  
Corporate Personality ◽  
Over Time

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate personality and limited liability, two concepts that form the core of company law. It begins with a short historical background on how the process of corporatisation through charters evolved over time, including the emergence of the use of trust as an instrument to confer many of the privileges of incorporation. It then considers the case Salomon v Salomon & Co (1897) which decided on the legitimacy of small businesses with a corporate form, and offers some other good examples of the consequence of separate personality. The chapter also discusses the rights of members and shareholders with respect to ownership of the corporation, focusing on dispersed shareholdings and close companies.

MENGENAL DOKTRIN DAN PRINSIP PIERCING THE CORPORATE VEIL DALAM HUKUM PERUSAHAAN

2018 ◽  
Vol 1 (2) ◽  
pp. 380-399
Author(s):  
Sandra Dewi
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Corporate Law ◽  
Company Law ◽  
Fiduciary Duty ◽  
Legal Form ◽  
Business World ◽  
Company Directors ◽  
Piercing The Corporate Veil ◽  
Business Entities

Business entities in the business world are well-known that are already in the form of companies or those that are not yet companies. Based on its legal form, the company is divided into two, namely companies with legal status and those that are not legal entities. As an independent legal entity pursuant to Article 3 paragraph (1) the Limited Liability Company Law stipulates that the responsibility of PT shareholders is limited to the value of shares held in the company. Economically, the element of limited liability of the company's shareholders is an important factor as a motivating bait for the willingness of prospective investors to invest in the company. The formulation of the problem in this paper is: 1) how the piercing doctrine of the corporate veil in corporate law and 2) how to apply the principle of piercing the corporate veil in Indonesia. The type of writing used in this writing is a type of normative legal research. The doctrine of piercing the corporate veil in corporate law can be seen from: a) piercing the corporrate veil; b) the doctrine of fiduciary duty; c) self dealing transaction doctrine; d) doctrine corporate opportunity; e) doctrine businnes judgment rule; f) ultra vires and intra vires. Application of the Piercing Principles of the Corporate Veil in Indonesia: a) company shareholders; b) company founder; c) company directors; and d) commissioners of limited liability companies.

scholarly journals The alleged sins of the modern business corporation archetype in shaping the “boom-bust disaster capitalism”. A free market economics reappraisal.

2012 ◽  
Vol 1 (3) ◽  
pp. 177-185
Author(s):  
Octavian-Dragomir Jora ◽  
Mihaela Iacob
Keyword(s):  
Property Rights ◽  
Moral Hazard ◽  
Organizational Design ◽  
Private Property ◽  
Free Market ◽  
Limited Liability ◽  
Third Parties ◽  
The State ◽  
Business Corporation ◽  
Modern Business

Moral hazard defines the situation when the rightful owners of scarce resources are hampered by their entrusted agents from allocating these resources as they see fit, the later ones speculating not only the ubiquitous asymmetry of information, but the limitations, as coming from various state regulations, that impede the free and as complete as possible design of contracts in markets. The modern business corporation is said to be a particular headquarter of moral hazard – on one hand, between shareholders and managers, on the other, between itself and third parties – all that due to the legal shield that the “limited liability”, as “unnatural privilege granted by the state”, gives, fuelling propensity to pure speculation, and thus sending capitalism to ruinous instability. In our article, armed with reasoning coming from the Austrian School inspired libertarian ethics of private property rights (a rigorously reconstructed extension of classical liberalism precepts), we tried to enable the idea that in the corporation organizational design there is, ipso facto, nothing to be seen as an abusive license, granted by the state, through “limited liability” facility. In the light of this reappraisal, the corporation, the one that “strictly acts in the free market”, and so respects the societal division of labour, third parties’ legitimate property rights, not abusing the privileging safeguards (such as monopoly, customs protection or public subsidies, that incite the corporate actors to adopt abusive behaviours), is considered a socially benign capitalist pivot.

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