Law 1258 was enacted in Colombia on December 5, 2008. During the last five years the country has witnessed a revolutionary turnaround in its Corporate Law. This legislation introduced a new type of business entity referred to as the Simplified Corporation or Sociedad por Acciones Simplificada...

Are corporate charters and bylaws contracts? What is the scope or subject matter of the corporate contract? Is access to litigation part of the bundle of rights that shareholders purchase when they buy shares in a corporation? This book chapter, “Litigation Rights and the Corporate...

Corporate law and regulation always arrives at the same place but where that is depends on where it started. The global financial crisis created shared concerns in western jurisdictions about fundamental principles used to regulate companies and financial markets. Initial reactions saw a retreat...

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...

This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board's fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American...

The rise of large business corporations in the late nineteenth century compelled many American observers to admit that the nature of the corporation had yet to be understood. Published in this context, Ernst Freund's (1897) little-known The Legal Nature of Corporations was an original attempt to...

The dominant theory in Anglo-American jurisdictions as far as determining the objective of large public companies, has been, and still appears to be, the shareholder primacy theory. Nevertheless, it would seem that in the past 20 years the stakeholder theory has become increasingly popular in...

Corporate law has done a very bad job on executive pay: executives have been rewarded for stellar performance that turned out to be anything but stellar, and shareholders have had no meaningful recourse. Indeed, there are many other such cases, where there is no breach of the fiduciary duties of...

The analysis of business associations largely has been limited to corporations. Yet unincorporated firms, including general and limited partnerships and limited liability companies, comprise about a third of the firms in the US, and even larger percentages elsewhere in the world. The Rise of the...

This paper carries out a comparative analysis of the regulatory framework for leveraged buy-out operations (LBO) under the English Company Act and the Italian Civil Code. The 2003 Act has made and the 2006 Company Law Reform will make significant amendments to Italian and English company laws...