The fiduciary duty of members of a business association has its origins in partnership law. The unlimited liability to which partners are exposed requires a relationship of mutual loyalty and trust in order to ensure that membership rights such as the right to represent the partners, the right...

The business judgment rule (“Rule”) is one of the most widely discussed legal doctrines on US Corporate Governance Law. Various jurisdictions outside of the US have adopted some version of the Rule. Recently, a specialized corporate law court in Colombia transplanted the Rule to such...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

Both sections 71(3) and 163 of the Companies Act 71 of 2008 are innovative in South African company law in that the former section permits the board of directors to remove a fellow director from office, while the latter section extends the oppression remedy to directors. Previously, under the...

The Companies Act 71 of 2008 introduced into South African law a provision which for the first time permits the board of directors to remove another director from office in certain instances. This provision is contained in section 71(3). Compared to the equivalent provision in some leading...

Corporate Governance has developed immensely in the last decades mainly due to the negative effects on shareholders's of management decisions leading to a continuous conflict to be solved by the policymakers and academics. After the publication of the Cadbury Report, we noticed an increase...

In this Chapter, we briefly survey the common law's adventures with creditor protection over the course of American history with a special focus on Delaware, the most important jurisdiction for corporate law. We examine the evolution of the equitable doctrines that judges have used to answer a...

This article specifically addresses the theme of revitalisation of Australian law in the facilitation of purpose-based companies. It is the second of two articles on purpose-based governance in the charitable and for-profit spheres. Building on the first article, this article critically analyses...

Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...