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Full-Text Articles in Law
Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield
Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield
Kent Greenfield
This paper argues that a remaining vestige of the ultra vires doctrine sets off illegal activities as "beyond the power" of corporations. Though largely unnoticed and unexamined until now, this part of the doctrine has been retained because none of the important corporate stakeholders has an interest in authorizing the corporation and its managers to commit illegal acts. From an ex ante perspective, the principal stakeholders in the corporate contract would want the corporation and its management to forego illegalities as a way to increase the value of the firm. Any of the stakeholders would be a potential victim of …
Directors' Disqualification After The Insolvency Act 2000, 2001, Adrian Walters
Directors' Disqualification After The Insolvency Act 2000, 2001, Adrian Walters
Adrian J Walters
No abstract provided.
From Metaphor To Reality In Corporate Law, Kent Greenfield
From Metaphor To Reality In Corporate Law, Kent Greenfield
Kent Greenfield
This essay is in response to a commentary by Professor David Millon, who ably argues in the same journal that a dependence on metaphor drives much of the debate within corporate law jurisprudence and corporate law scholarship. This essay joins Millon in his criticism.
For decades, scholars have used metaphors -- corporation as person, corporation as creature of the state, corporation as property, corporation as contract, corporation as community, to name the most prominent -- as justifications for the imposition of, or freedom from, legal and ethical requirements. The metaphors are often taken as self-evident. The legal and ethical arguments …
Re Floor Fourteen Ltd. In The Court Of Appeal, Adrian Walters
Re Floor Fourteen Ltd. In The Court Of Appeal, Adrian Walters
Adrian J Walters
No abstract provided.
Bare Undertakings In Directors' Disqualification Proceedings, Adrian Walters
Bare Undertakings In Directors' Disqualification Proceedings, Adrian Walters
Adrian J Walters
No abstract provided.
Arbitration In International Tax Matters: Some Structural Issues, Hugh Ault
Arbitration In International Tax Matters: Some Structural Issues, Hugh Ault
Hugh J. Ault
No abstract provided.
The Importance Of International Cooperation In Forging Tax Policy, Hugh J. Ault
The Importance Of International Cooperation In Forging Tax Policy, Hugh J. Ault
Hugh J. Ault
No abstract provided.
"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon
"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon
Scott T. FitzGibbon
No abstract provided.
Dual Identities And Dueling Obligations: Preserving Independence In Corporate Representation, Susanna K. Ripken
Dual Identities And Dueling Obligations: Preserving Independence In Corporate Representation, Susanna K. Ripken
Susanna K. Ripken
Under the Model Rules of Professional Responsibility, lawyers for corporate entities must regard the organization itself as the client. Because the corporate client can act only through its authorized constituents, including officers, directors, and employees, the lawyer for the corporation typically looks to the authorized managers of the corporation to speak on behalf of the client. When the interests of the managers and the corporations diverge, however, the lawyer must seek out the highest authority in the organization to provide the appropriate guidance. As a general matter, the board of directors acts as the highest authority within the corporation. One …