scholarly journals Pandemic-Resistant Corporate Law: How to Help Companies Cope with Existential Threats and Extreme Uncertainty During the Covid-19 Crisis

2020 ◽  
Vol 17 (3-4) ◽  
pp. 257-273
Author(s):  
Luca Enriques
Keyword(s):  
Equity Capital ◽  
Corporate Law ◽  
Company Law ◽  
Hostile Takeovers ◽  
Liability Rules ◽  
Adaptation Mechanisms ◽  
Shareholder Loans ◽  
The Future ◽  
Virtual Meetings

This essay argues that, to address the Covid-19 crisis, in addition to creating a special temporary insolvency regime, relaxing provisions for companies in the vicinity of insolvency, and enabling companies to hold virtual meetings, policymakers should tweak company law to facilitate equity and debt injections and address the consequences of the extreme uncertainty firms are facing. After some general reflections upon the type of rules that are needed in these exceptional times, examples of temporary corporate law interventions for the emergency are provided. Specifically, rules to facilitate injections of equity capital and shareholder loans are suggested, together with relaxations of directors’ liability rules and measures to protect firms against hostile takeovers. All of these measures should apply merely by default and only for so long as the emergency lasts. The essay concludes with some thoughts about how to make normal-times corporate law ready for similar emergencies in the future. The goal is both to reduce the risk that the temporary extreme measures enacted for this crisis are made permanent under the pretence that another crisis may hit again and to have quick adaptation mechanisms already in place to respond to such a crisis.

The Europeanization of Corporate Law

2019 ◽  
pp. 85-154
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig
Keyword(s):  
Case Law ◽  
Internal Market ◽  
Corporate Law ◽  
Company Law ◽  
Eu Law ◽  
Freedom Of Establishment ◽  
The Future ◽  
Corporate Mobility ◽  
Law Making ◽  
The Eu

This chapter begins with an overview of the nature and effects of EU law and the EU law-making process, with particular focus on the internal market. This is followed by an analysis of the acquis unionaire—the EU law with company law relevance at both Treaty level and the level of secondary legislation (regulations and directives). It emphasizes the trajectory of EU company law and its development in distinguishable ‘waves’. It then turns to the issue of corporate mobility within the Union, on the basis of the Court’s case law on freedom of establishment, as well as the emerging EU law infrastructure for corporate mobility transactions. The chapter concludes with some speculation about the future of EU company law in the light of Brexit.

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.

scholarly journals AN ANALYSIS OF THE DIRECTORS’ DECISION-MAKING FUNCTION THROUGH THE LENS OF THE BUSINESS-JUDGMENT RULE

Obiter ◽  
2016 ◽  
Vol 37 (3) ◽  
Author(s):  
Jan-Louis van Tonder
Keyword(s):  
Decision Making ◽  
The State ◽  
Corporate Law ◽  
Company Law ◽  
Best Interests ◽  
Duty Of Care ◽  
Business Judgment Rule ◽  
Managerial Authority ◽  
Court Interpreting ◽  
Legislative Framework

The main purpose of this article is to examine the standard of conduct required from a director in the exercise of his decision-making function, through the lens of the business-judgment rule. The business-judgment rule provides the circumstances in which the duty to act in the best interests of the company and the duty of care, skill and diligence will be satisfied by a director. In order to achieve the stated goal the board’s statutory managerial authority, the standard of director’s conduct required to discharge the duty of care, skill and diligence as provided for in section 76(3)(c), and the features and functions of the business-judgment rule will also be examined. Section 5(2) of the Act provides that, to the extent appropriate, a court interpreting or applying the provisions of the Act may consider foreign-company law. This is complementary to section 5(1) which directs that the Act must be interpreted and applied in a manner that gives effect to the purpose of section 7. The article will refer to the highly developed corporate law in the State of Delaware to assist the research in examining the content and meaning of the decision-making function as a standard of director’s conduct. For this reason, the corporate legislative framework of the State of Delaware will also be discussed.

Controlling corporate management: UK and US initiatives

Legal Studies ◽  
1994 ◽  
Vol 14 (2) ◽  
pp. 244-265 ◽  
Author(s):  
C. A. Riley
Keyword(s):  
Financial Performance ◽  
Corporate Law ◽  
Company Law ◽  
Corporate Management ◽  
Political Climate ◽  
Share Ownership ◽  
The Uk ◽  
And Control

Corporate law — both in the UK and US — remains preoccupied with the separation of ownership and control. Share ownership, the story runs, has become so dispersed in the larger company that control of its affairs has passed from shareholders to managers. It is assumed that managers will have interests which conflict with those of shareholders and will use their control to further the former at the expense of the latter. The orthodox response has been to stress the paramountcy of shareholder interests and to seek ways of compelling management to advance those interests in preference to their own. The urgency with which these prescriptions for company law have been pursued has rather fluctuated, depending upon the wider economic and political climate within which companies operate. Thus, the take-over activity of the late 1980’s created its own excesses, as in the Guinness affair. The subsequent recession, with its effect on profits, caused further strain, exacerbated by rises in executives’ pay and generous severance awards at times unrelated to the companies’ own financial performance. A number of substantial corporate failures or controversies have provided a further impetus.

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