Liability of Corporate Groups and Networks

Liability of Corporate Groups and Networks
Author: Christian A. Witting
Publisher: Cambridge University Press
Total Pages: 501
Release: 2018-01-11
Genre: Business & Economics
ISBN: 1107039924

Discusses the nature of corporate groups and networks, and provides arguments for rules extending liability beyond insolvent entities.

Liability of Corporate Groups and Networks

Liability of Corporate Groups and Networks
Author: Christian A. Witting
Publisher: Cambridge University Press
Total Pages: 502
Release: 2018-01-11
Genre: Law
ISBN: 1108654363

What happens when a corporate subsidiary or network company is unable to pay personal injury victims in full? This book sets out to tackle the 'insolvent entity problem', especially as it arises in cases of mass wrongdoing such as those involving asbestos exposure and defective pharmaceuticals. After discussing the nature of corporate groups and networks from the perspectives of business history, organisation studies, and social theory, the book assesses a range of rules and proposed rules for extending liability for personal injuries beyond insolvent entities. New proposals are put for an exception to the rule of limited liability and for the development of a flexible new tort based on conspiracy that encompasses not only control-based relationships but also horizontal coordination between companies. The book concludes with a general discussion of lessons learned from debates about extended liability and provides guidelines for the development of new liability rules.

Corporate Social Capital and Liability

Corporate Social Capital and Liability
Author: Roger Th.A.J. Leenders
Publisher: Springer Science & Business Media
Total Pages: 586
Release: 1999-07-31
Genre: Business & Economics
ISBN: 9780792385011

What enables some organizations to routinely perform better than others? Conversely, what makes some firms consistently perform worse than their competitors? Within a single corporation, what enables some teams or individual firm members to outperform their counterparts? Through the concept of social capital, this book addresses these questions by studying the effects of relationship networks on the ability of corporate players (firms and their members) to attain their professional goals. The idea of social capital has become one of the premier approaches to studying networks in the context of organizations but the literature still lacks a conceptual paradigm that connects the various approaches, definitions and measure of social capital into an integrated analytical model. By explicitly connecting social networks to the goals of corporate players, this book provides a unifying framework to the study of social capital in an organizational context. In this volume `social capital' is defined as the resources that accrue to an actor through his or her social relationships and that aid in the attainment of goals. The book introduces the new notion of `social liability' as a framework to analyze the negative effects social networks can have on the attainment of goals by firms and/or their members. Corporate Social Capital and Liability thus presents a new way to tie together findings and approaches in the literature by explicitly addressing the distinction between networks and outcomes, the distinction between networks at the level of firms and networks at the level of individuals, and the distinction between positive outcomes of social structure (social capital) and negative outcomes (social liability). The book's contributors are forty-six acclaimed scholars from around the world with backgrounds in management, business and sociology. Together, they describe how social relationships within and between firms positively affect the ability of corporations to achieve fruitful alliances; gain access to information, resources, knowledge and financial capital; and recruit qualified personnel. The book makes an explicit distinction between networks at the level of firms and networks at the level of individuals. The outcomes of networks are also considered at these different analytical levels by addressing such questions as: how do social relationships between firms assist firms and individuals in the attainment of their goals? How do these relationships obstruct goals? What is the effect of networks between individuals (within and between firms) on the performance of these individuals and the firms they work for? Can networks be managed to yield social capital rather than social liability? The unifying framework of social capital and social liability is helpful in studying business enterprises, and also useful in other disciplines which analyze social networks and organizations, such as community studies, economics, and political science.

Corporate Duties to the Public

Corporate Duties to the Public
Author: Barnali Choudhury
Publisher: Cambridge University Press
Total Pages: 387
Release: 2019-01-10
Genre: Business & Economics
ISBN: 1108421466

Today's economic and social context demands that corporations - once seen only as private actors - owe duties to the public.

Principles of Corporate Finance Law

Principles of Corporate Finance Law
Author: Eilís Ferran
Publisher: Oxford University Press
Total Pages: 705
Release: 2023-09-27
Genre: Law
ISBN: 0192634682

Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that seek to give holders different claims on the firm's assets. Recent scholarship in this area has highlighted the critical importance of the legal environment in explaining the choices that companies make about their capital structure. This book combines company law, capital markets law, and aspects of commercial and insolvency law to give readers a detailed understanding of the legal and regulatory issues relating to corporate finance. Informed by insights from theoretical and empirical work, the book examines from a legal perspective the key elements of corporate financing structures and capital markets in the UK. The authors' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation. Key developments covered in this third edition include the post-Brexit adaptation of UK company law and capital market regulation, important new cases on parent company liability in tort, creditor-facing duties of directors, issuer and director liability for misleading statements to the market, alternatives to public market financing, and recent changes in the practice of debt finance.

Corporate Group Legitimacy

Corporate Group Legitimacy
Author: Peter Underwood
Publisher: Taylor & Francis
Total Pages: 168
Release: 2024-08-01
Genre: Law
ISBN: 1040096425

This book focuses on the legitimacy of corporate power wielded by corporate groups, integrating legal doctrine, economic analysis, and theoretical approaches. It reassesses how corporate groups can maintain legitimacy whilst exercising corporate power. Corporate groups are a prominent commercial feature of many jurisdictions and present unique challenges. The book argues that when analysed through the lens of corporate social responsibility, a legitimacy deficiency emerges. This arises from a lack of historical debate, diluted control mechanisms, and inflated growth, utilising unique features of the corporate group. It explores how the magnified power of the corporate group presents acute challenges for corporate legitimacy. Data is utilised alongside current examples of corporate groups which identify structural architectural patterns. It explores new technologies such as Artificial Intelligence and blockchain as ways of attaining legitimacy. It presents methods of attaining legitimacy for the continued wielding of power to be held within corporate groups. This book spans several research interests under the corporate law umbrella. It will be of interest to traditional black letter company lawyers. Additionally, it will be of interest to those who have an interest in business and those who are interested in the role of technology.

Company Law

Company Law
Author: Eva Micheler
Publisher: Oxford University Press
Total Pages: 321
Release: 2021
Genre: Law
ISBN: 0198858876

This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these 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. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and 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 organisational action. The law also integrates the interests of creditors and stakeholders.

Digital Technologies and the Law of Obligations

Digital Technologies and the Law of Obligations
Author: Zvonimir Slakoper
Publisher: Routledge
Total Pages: 234
Release: 2021-09-30
Genre: Law
ISBN: 1000432602

Digital Technologies and the Law of Obligations critically examines the emergence of new digital technologies and the challenges they pose to the traditional law of obligations, and discusses the extent to which existing contract and tort law rules and doctrines are equipped to meet these new challenges. This book covers various contract and tort law issues raised by emerging technologies – including distributed ledger technology, blockchain-based smart contracts, and artificial intelligence – as well as by the evolution of the internet into a participative web fuelled by user-generated content, and by the rise of the modern-day collaborative economy facilitated by digital technologies. Chapters address these topics from the perspective of both the common law and the civil law tradition. While mostly focused on the current state of affairs and recent debates and initiatives within the European Union regulatory framework, contributors also discuss the central themes from the perspective of the national law of obligations, examining the adaptability of existing legal doctrines to contemporary challenges, addressing the occasional legislative attempts to deal with the private law aspects of these challenges, and pointing to issues where legislative interventions would be most welcomed. Case studies are drawn from the United States, Singapore, and other parts of the common law world. Digital Technologies and the Law of Obligations will be of interest to legal scholars and researchers in the fields of contract law, tort law, and digital law, as well as to legal practitioners and members of law reform bodies.

The Liability of the Holding Company for the Debts of its Insolvent Subsidiaries

The Liability of the Holding Company for the Debts of its Insolvent Subsidiaries
Author: Andrew Muscat
Publisher: Routledge
Total Pages: 540
Release: 2016-12-05
Genre: Law
ISBN: 1351886819

This work deals with the liability of the holding company for the debts of its insolvent subsidiaries. In analyzing the current position under English law, the work challenges as outmoded and inadequate the virtual dogma that a holding company is not answerable for the debts of its insolvent subsidiaries. The study identifies four separate and distinct types of behavioural practices within corporate groups which may prejudice the interests of external creditors or otherwise constitute an abuse of the corporate form; the subservient subsidiary situation; the inadequately financed subsidiary situation; the integrated economic enterprise situation; and the group persona situation. After weighing the various arguments for and against a change in the law and concluding that reform is called for, the study proceeds to submit some radical proposals for reform. The basic thrust of the reform proposals is that in a number of well-defined situations entity law should give way to an enterprise analysis and holding company liability should be imposed for the debts of insolvent subsidiaries.