The current model of corporate governance needs reform. There is mounting evidence that the practices of shareholder primacy drive company directors and executives to adopt the same short time horizon as financial markets. Pressure to meet the demands of the financial markets drives stock...

Can shareholders of a company override a management decision made by the board? The answer, at least since Automatic Self-Cleansing v Cuninghame [1906] 2 Ch 34 (CA) in 1906 has been an unequivocal no. In fact, as implied by Cozens-Hardy LJ in Cuninghame, the answer has been no since the statutes...

Mystery is at the core of corporate law. The first question in corporate law is also the last: what is a company? It is a question that the legal philosopher HLA Hart (1983, 23) would prefer we did not ask, but given the centrality of companies to modern life, we cannot help ourselves as long as...

This paper argues for an entity-based understanding of the modern company, recognising capital was severed from the holders of shares with the advent of limited liability. This division was instrumental in the development of the modern company and was implicitly recognised in Salomon. The modern...

The modern business corporation or company is a primary tool of capitalism. The aggregation of capital in the corporate entity has provided an impetus for growth and development that could never have been anticipated when the first general incorporation statutes were passed in the middle of the...

The argument set out in this article is that the modern company is a creature of the state, with corporate legal personality derived from the state through the process of incorporation. Once incorporation takes place a legal person is created. Status as a legal person is different to the type of...