Corporate Actions

This chapter evaluates the rules that determine the attribution of the actions of human actors to companies. These contain elements that demonstrate that company law is designed for the operation of organizations and that therefore a real entity theory is best suited to explain the law as it stands, and also to formulate normative recommendations. Indeed, conceiving companies as serving real entities helps to explain the approach taken by the law in relation to corporate criminal liability. Companies are actors whose acts are sometimes determined by their shareholders and directors. But they do not fully control what companies do. Companies act autonomously through habits and procedures that have formed between the individuals who act for and contribute to them. These procedures cause companies to become independent of their individual actors and can lead to blameworthy conduct.

A Real Entity Theory of Company Law

This chapter provides an overview of a real entity theory of company law. It begins by exploring three main theories of the company. The first theory explains the company as a contract; it forms the basis on which agency theory builds. The second theory conceives the company as a concession of the state, while the third theory characterizes the company as a real entity. The chapter then looks at a modern version of real entity theory and its application to company law. According to real entity theory, organizations or firms are social phenomenon outside of the law and they are autonomous actors in their own right. This occurs because human beings change their behaviour when they act as members of a group or an organization. Company law finds this phenomenon and evolves with a view to supporting autonomous action by organizations.

Company Law

This book advances a real entity theory of company law. In this theory the company is a legal entity allowing an organization to act autonomously in law, and company law establishes procedures facilitating autonomous organizational decision-making. The theory builds on the insight that organizations or firms are a social phenomenon outside of the law and that they are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. The real entity theory advanced in this book explains company law as it stands at a positive level. Companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organizational action. The law also integrates the interests of creditors and stakeholders. The book states the law as of 1 August 2021.

Conclusions

This concluding chapter summarizes how the previous chapters explained company law through a real entity theory. According to this theory, the law does not create organizations but finds them as a real social phenomenon. When human beings interact, habits, routines, processes, and procedures form. These affect the way participants of an organization act and so are real in their consequences. Organizations are characterized by this social structure. There also exists individual agency, which enables participants to deviate from the social structure and over time also to modify it. At a positive level, company law can be explained as making it easier for organizations to act autonomously and also as supplying a decision-making process that assigns roles to directors, shareholders, auditors, and a company secretary. Not all organizations are companies and not every company operates as an organization. Company law is nevertheless designed with a view to facilitating autonomous organizational action.

EXPRESS: The Role of Implicit Theories in Motivating Donations in Response to Threat-based Awe

The present research investigates how charitable giving in response to threat-based awe, an emotional experience that typically accompanies disaster-relief campaigns, is likely to depend on consumers' implicit theories. While consumers want to behave prosocially when experiencing threat-based awe, due to the presence of threats, such behavior depends upon whether they believe that their donations have sufficient efficacy. Consequently, in response to threat-based awe, consumers holding to an incremental (vs. entity) theory perceive greater efficacy for their donations which, subsequently, increases their charitable giving. These predictions are tested across five experimental studies. The findings of this research contribute to the literature on implicit theories, the emotion of awe, and also offers a more nuanced approach to how different consumers may be motivated to engage in charitable giving in the context of natural disasters.

BUSINESS REPUTATION OF A LEGAL ENTITY: THEORY ISSUES

Статья посвящена проблемным вопросам защиты деловой репутации юридических лиц, анализируется понятие морального вреда, его соотношение с категориями нематериальный вред, неимущественный вред, способы защиты деловой репутации. The article is devoted to the problematic issues of protecting the business reputation of legal entities, analyzes the concept of moral harm, its relationship with the categories of intangible harm, non-pecuniary damage, ways to protect business reputation.

Essentially Subhuman: Psychological Essentialism Facilitates Dehumanization

Dehumanization has played a prominent role in myriad human atrocities, which inspired us to investigate its social-cognitive basis. Since dehumanization consists of perceiving another to lack a defining human essence, scholars have suggested that this process may be grounded in psychological essentialism, the belief that members of a group all share an underlying essence. Indeed, essentialism predicted Americans’ blatant dehumanization of various national outgroups (Study 1). After demonstrating this relationship, we attempted to mitigate dehumanization by reducing the tendency to think in an essentialist manner. Subjects led to hold an incremental theory about human traits expressed less psychological essentialism than those led to hold an entity theory, and these reductions in essentialism accounted for reductions in dehumanization (Study 2). We conceptually replicated these findings by targeting essentialist beliefs about racial differences (Study 3). This provides a promising foundation for future research to investigate the generalizability of our results and identify potential suppressor variables.

Antecedents of primary school teachers’ need-supportive and need-thwarting styles in physical education

It is widely acknowledged that teachers’ (de)motivating style (what they say, do and how they act) affects students’ learning. Understanding what leads teachers to adopt a (de)motivating style is necessary to develop effective training programmes. The current study aimed to identify antecedents of teachers’ motivating (i.e. need-supportive) and demotivating (i.e. need-thwarting) styles by (a) examining the relationships between five types of pressures and these styles and (b) investigating the mediating role of motivation. A total of 509 generalist primary school teachers completed a questionnaire about their perceived styles, perceived pressures from above (i.e. time constraints, pressure to display authority), below (i.e. perceptions of students’ disengagement) and within (i.e. beliefs about the effectiveness of rewards, and the adherence to entity theory), and their autonomous and controlled motivations to teach physical education. Structural equation modelling showed that a need-supportive style was negatively predicted by students’ disengagement and teachers’ adherence to entity theory, and this relation was fully mediated by autonomous motivation. A need-thwarting style was positively predicted by pressure to display authority and beliefs about the effectiveness of rewards. Results showed that when pressures from below and from within are reduced, teachers adopt a more need-supportive style, because they are more likely to enjoy and value teaching. Conversely, when pressures from above and from within are prevalent, teachers are more likely to adopt a need-thwarting style. This study identified the pressures to be targeted when developing interventions which aim to modify teachers’ (de)motivating styles which in turn could impact students’ motivation and behaviours.

A REVIEW AND CRITIQUE OF COMMANDER THEORY

The development of accounting was marked by three key theories namely: the proprietary theory, the entity theory and the fund theory. The commander theory was subsequently introduced to address the criticisms of the previous theories. This paper, therefore, outlines the history and development of the commander theory, it also outlines the essence of the theory and discusses general criticisms levied against it. Despite some apparent weaknesses of the commander theory, one of which is that it is in-ward focused, there-by ignoring those outside the firm, it is simultaneously argued that the commander theory should be viewed as a significant theoretical framework in the formulation of accounting standards. JEL Classification Codes: M41.

Trait attributions and threat appraisals explain why an entity theory of personality predicts greater internalizing symptoms during adolescence

Adolescents who hold an entity theory of personality – the belief that people cannot change – are more likely to report internalizing symptoms during the socially stressful transition to high school. It has been puzzling, however, why a cognitive belief about the potential for change predicts symptoms of an affective disorder. The present research integrated three models – implicit theories, hopelessness theories of depression, and the biopsychosocial model of challenge and threat – to shed light on this issue. Study 1 replicated the link between an entity theory and internalizing symptoms by synthesizing multiple datasets (N = 6,910). Study 2 examined potential mechanisms underlying this link using 8-month longitudinal data and 10-day diary reports during the stressful first year of high school (N = 533, 3,199 daily reports). The results showed that an entity theory of personality predicted increases in internalizing symptoms through tendencies to make fixed trait causal attributions about the self and maladaptive (i.e., “threat”) stress appraisals. The findings support an integrative model whereby situation-general beliefs accumulate negative consequences for psychopathology via situation-specific attributions and appraisals.