Disintegrating the Regulation of the Business Corporation as a Nexus of Contracts PDF Download

Author: Stefano Lombardo
Publisher:
ISBN:
Category :
Languages : en
Pages : 36

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Book Description
We apply the paradigm of the firm as a nexus of contracts to the debate on regulatory competition vs. unification of law as an alternative way of regulating the business corporation. This approach views the business corporation as a set of coordinated contracts among different parties. Agency problems and related agency costs are the result of this interaction. The economic analysis of corporate law, securities regulation and bankruptcy law identifies law as a means to minimize such agency costs. In this paper we develop a model where companies are heterogeneous in their preferences about the legal regulation of contractual relationships. We then compare a regime of regulatory competition to a regime of single supply of regulation and we analyse their relatives costs and benefits.

Author: Stefan J. Padfield
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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Book Description
(PLEASE NOTE: THIS IS AN UPDATED VERSION OF A PREVIOUSLY DISSEMINATED DRAFT.) Corporate theory matters. By way of example, I explain in this Essay how the Citizens United opinion can be read as a decision wherein the competing theories of the corporation played a dispositive role. Furthermore, some of the most important issues confronting courts and legislatures in the foreseeable future will involve questions about the nature of the corporation. In light of this, this Essay argues that the Dodd-Frank Wall Street Reform and Consumer Protection Act serves, in addition to all its other roles, as an important and novel data point in the on-going corporate theory debate. Specifically, I argue Dodd-Frank implicates corporate theory in two ways. First, it reaffirms yet again that corporations remain subject to significant government regulation as a matter of positive law - a fact that constitutes at least somewhat of a nuisance for contractarians. Second, and more importantly, Dodd-Frank's formal recognition that at least some corporations have literally gotten too big to fail vindicates some of the most important normative assertions of concession theory broadly defined.

Author: Javier Reyes
Publisher: Edward Elgar Publishing
ISBN: 1785361058
Category : Business & Economics
Languages : en
Pages : 254

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Book Description
This stimulating book offers an astute analysis of corporate governance from both a historical and a philosophical point of view. Exploring how the modern corporation developed, from Ancient Rome and the Middle Ages up to the present day, Javier Reyes identifies the strengths and weaknesses of the mainstream theory of the firm as put forward by the law and economics school of thought.

Author: Mariana Pargendler
Publisher:
ISBN:
Category :
Languages : en
Pages : 57

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Book Description
Legal and economic scholarship views the provision of asset partitioning (the separation between the assets of the corporation and its shareholders) as the essential economic role of corporate personality. This Article contends that this view is incomplete. First, it identifies the provision of regulatory partitioning (the separation between the regulatory spheres of the corporation and its shareholders) as another fundamental function of the corporate form. Second, it shows that regulatory partitioning is not absolute. In various areas of law and for different purposes, the law “peeks”--or looks behind the corporate veil--to ascribe legal rights or detriments of shareholders to the corporation. Although veil piercing (asset departitioning) and what I term veil peeking (regulatory departitioning) serve different functions and entail distinct tradeoffs, they have been almost universally conflated by scholars and courts. This Article examines the economic benefits and costs of regulatory partitioning, provides a taxonomy of its different exceptions, and argues that veil piercing and veil peeking claims should be subject to different criteria. This analysis illuminates and offers normative implications for controversies in a variety of legal fields, including constitutional, international, tax, corporate, contract, and antitrust law. The reconceptualization of the corporation as a “nexus for regulation” as well as a “nexus for contracts” offers an additional, and heretofore overlooked, rationale for the organization of economic activity under the corporate form in the United States and around the world.

Author: John Braithwaite
Publisher: Cambridge University Press
ISBN: 9780521780339
Category : Business & Economics
Languages : en
Pages : 194

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Book Description
How has the regulation of business shifted from national to global institutions? What are the mechanisms of globalization? Who are the key actors? What of democratic sovereignty? In which cases has globalization been successfully resisted? These questions are confronted across an amazing sweep of the critical areas of business regulation--from contract, intellectual property and corporations law, to trade, telecommunications, labor standards, drugs, food, transport and environment. This book examines the role played by global institutions such as the World Trade Organization, World Health Organization, the OECD, IMF, Moodys and the World Bank, as well as various NGOs and significant individuals. Incorporating both history and analysis, Global Business Regulation will become the standard reference for readers in business, law, politics, and international relations.

Author: Grant M. Hayden
Publisher: Cambridge University Press
ISBN: 1108916198
Category : Law
Languages : en
Pages : 289

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Book Description
Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. This book critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.

Author: Maren Heidemann
Publisher: Springer
ISBN: 3319959697
Category : Law
Languages : en
Pages : 472

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Book Description
This book explores commercial contract law in scholarship and legal practice, suggests new research agendas and provides a forum for debate of typical issues that might benefit from further attention by scholarship and legislatures. The authors from over ten different jurisdictions take an international and comparative approach. Not confined to EU law it re-opens the debate internationally and seeks to reclaim the wider meaning of European law as rooted in geography and cultural legal heritage. There is a need to focus on commercial contracts in more detail in research and legislation. The transactional approach, the role of recent law reform, including the new French Civil Code, cross-border dealings, substantive contract law in public international law and ICSID arbitration as well as current contractual practices like OEM, CSR, contractual co-operation, sustainability and intra-corporate arbitration contribute to a wider regulatory outlook for commercial transactions.

Author: Wm. Dennis Huber
Publisher: Routledge
ISBN: 1000061841
Category : Business & Economics
Languages : en
Pages : 188

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Book Description
Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

Author: Andrew S. Gold
Publisher: Oxford University Press
ISBN: 0190919671
Category : Law
Languages : en
Pages : 880

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Book Description
The Oxford Handbook of the New Private Law reflects exciting developments in scholarship dedicated to reinvigorating the study of the broad field of private law. This field embraces the traditional common law subjects (property, contracts, and torts), as well as adjacent, more statutory areas, such as intellectual property and commercial law. It also includes important areas that have been neglected in the United States but are beginning to make a comeback. These include unjust enrichment, restitution, equity, and remedies more generally. "Private law" can also mean private law as a whole, which invites consideration of issues such as the public-private distinction, the similarities and differences between the various areas of private law, and the institutional framework supporting private law - including courts, arbitrators, and even custom. The New Private Law is an approach to these subjects that aims to bring a new outlook to the study of private law by moving beyond reductively instrumentalist policy evaluation and narrow, rule-by-rule, doctrine-by-doctrine analysis, so as to consider and capture how private law's various features fit and work together, as well as the normative underpinnings of these larger structures. This movement has begun resuscitating the notion of private law itself in the United States and has brought an interdisciplinary perspective to the more traditional, doctrinal approach prevalent in Commonwealth countries. The Handbook embraces a broad range of perspectives to private law - including philosophical, economic, historical, and psychological, to name a few - yet it offers a unifying theme of seriousness about the structure and content of private law. It will be an essential resource for legal scholars interested in the future of this important field.

Author: Andreas Schutt
Publisher: GRIN Verlag
ISBN: 363805313X
Category : Business & Economics
Languages : en
Pages : 131

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Book Description
Bachelor Thesis from the year 2006 in the subject Business economics - Accounting and Taxes, grade: 1,7, University of Applied Sciences Essen, language: English, abstract: In recent years standard setting bodies as well as users such as capital markets have increased their demands for developing external reporting towards a HBR (HBR). Along with the requirement that listed companies located in Europe as of 1st January 2005 should prepare their consolidated financial statement in accordance with International Accounting Standards (IAS), more and more companies all over the world (freely or by obligation) are preparing and publishing their consolidated accounts applying International Financial Reporting Standards (IFRS). Using international accounting systems like IAS / IFRS with its central principle of “decision usefulness” makes it possible respectively obligatory to meet the information needs of a HBR by “ ... reducing the information asymmetry between providers and recipients of capital ... ” . “To be relevant to investors, creditors, and other for investment, credit and similar decision, [IAS / IFRS] accounting information must be capable of making difference in a decision by helping users to form predictions about the outcomes of past, present, and future events or to confirm correct expectations.” By calling for “decision useful” information within IAS / IFRS accounting one could ask why the collected information is only used for external business reporting. With its holistic approach, business reporting and its underlying informative basis determined by the principles and rules from IAS / IFRS provides the opportunity to use it as an internal control system in order to support managerial decisions as well. Or, to see it from a different angle, if “decision useful” information to prepare IAS / IFRS consolidated accounts are already gathered, it is to be questioned how CG can use them within the decision-making processes. Hence, the main goal of this elaboration is to figure out to what degree and how CG can benefit from “decision useful” information that holistic business reporting in accordance with IAS / IFRS holds. Therefore the present thesis, as the title already suggests, primarily deals with the analysis of (1st) what information HBR on the basis of IAS / IFRS accounting provides and (2nd) to what extent information from holistic business reporting is useful for corporate governance. Finally, this thesis will draw a conclusion on the analysis whether CG can be based on holistic business reporting in accordance with IAS / IFRS accounting and summarize its new insights in the topics of CG and HBR.