Corporate Law Research Articles (Page 1)

This paper sets out to examine the case of Salomon V.A. Salomon and Co. Ltd (1897). The case of Salomon V.A. Salomon and Co. Ltd (1897) UKHL1, Commonly referred to as the ‘‘Salomon’s case’’ is a landmark decision in Corporate law that established the principle of separate legal personality for companies. This doctrine has been widely regarded as a cornerstone of modern company law. However, there are claims that the Salomon’s case is a myth and a fiction. Suggesting that the doctrine established is flawed or misunderstood. In this essay, we critically examine these claims and demonstrate that the doctrine of separate legal personality is a valid and essential principle in the incorporation of companies.

Scholars of the welfare state have long argued that, in liberal democracies, welfare state expansion depends on successful coalitions in its favour. Under what circumstances do these coalitions form? Party systems, economic interest, and political mobilisation have all been thought to influence the emergence of coalitions for welfare state expansion. In this article, I argue that law plays a critical role in facilitating the last of these factors. Drawing on a growing body of literature that sees law as constitutive of, rather than merely reflective of, social relations, I demonstrate that available legal forms meaningfully inform opportunities for welfare coalitions. In particular, I examine how debates over what a trade union is-a voluntary association of individuals, or a corporate body deserving of a state statute-shaped coalitions for welfare reform in the US and the UK at the turn of the twentieth century.

This article examines the local and global processes that produce and shape the legal profession and its relevant national hierarchies, emphasizing the role of law schools, practice settings, career pathways, legacies of imperialism, colonialism, and external forces such as globalization. Focusing on Canada, India, South Korea, and Brazil, the article explores how global forces like Americanization and neoliberalism intersect with national histories and legal traditions. It traces the rise of corporate law firms, their influence on legal education, and the persistent disparities between elite and nonelite institutions. Case studies reveal the complex interconnections between traditional family-based hierarchies, meritocratic credentials, and evolving professional norms. Despite pressures for reform, entrenched structures often absorb changes, reinforcing local and global status hierarchies. This work underscores the enduring tension between merit and inherited privilege in the legal field, the power of interconnected histories, and their implications for the role and status of legal professions.

ABSTRACT The ‘End of History’ for corporate law and governance has come to a messy conclusion, upending many assumptions on which the post-Cold War economic order operated. This new global environment has ushered in an era of geoeconomics – the pursuit of power politics using economic means. Geoeconomics leverages, curtails or blocks the actions of private, profit-oriented commercial enterprises to increase state power vis-à-vis geopolitical rivals. This article explores the potential implications of geoeconomics for corporate governance, with a focus on U.S. firms. These include potential ways in which geoeconomics may affect the policy environment for corporate governance, as well as the implications for firm-level governance in the following areas: (1) board and senior executive expertise, (2) oversight of geopolitical risk, (3) compliance, (4) supply chain management, (5) litigation risk, and (6) public and government relations. It also considers the implications of the ‘return of history’ for policy makers and scholars of corporate governance worldwide.

Determining the actual value of a participant’s share in an LLC upon withdrawal remains a controversial issue in corporate law. Legislative gaps, the absence of unified calculation methods, and the risks of overestimating or underestimating the value create a breeding ground for conflicts between participants and the company. The author’s goal is to explore the contradictions in legal regulation, analyze the positions of scholars, and examine court practices. Based on a critical approach to existing mechanisms, the article proposes measures to improve legislation, including standardizing evaluation procedures and strengthening guarantees for protecting the rights of participants.

The Job Creation Law has changed the concept of limited liability companies; on the one hand, it is a development, but on the other hand, it is an advancement of corporate law in Indonesia. The establishment of corporate entities has been renewed in conjunction with the issuance of the Job Creation Law. The change referred to in the Job Creation Law is the formation of Individual Companies. Individual companies are a development and at the same time the latest advancement in the concept of limited liability companies in Indonesia, which have different characteristics compared to the limited liability companies that have been known so far. This paper discusses the development of corporate law in Indonesia, especially limited liability companies, with the establishment of individual companies as legal subjects in the Indonesian legal system.

The Business Judgment Rule (BJR) serves as a fundamental doctrine in corporate law, protecting company directors from personal liability when they act in good faith, exercise due diligence, and avoid conflicts of interest. However its recognized importance in safeguarding directors’ discretion, Indonesian lawmakers and courts have not fully developed its application, as shown by limited statutory codification, inconsistent judicial interpretation, and insufficient empirical analysis, thereby hindering coherent corporate governance and generating uncertainty in directors’ decision-making authority. This study analyzes the implementation of the BJR in Indonesia through a comparative lens with Malaysia. Using a normative and comparative legal approach, the research reveals that Indonesia’s current framework lacks clarity, comprehensive codification, and consistent judicial interpretation particularly in the private sector. The research findings demonstrate that, first, the implementation of the Business Judgment Rule (BJR) in Indonesia remains constrained by procedural ambiguity, which undermines consistent and predictable enforcement. Second, the allocation of the burden of proof lacks clarity, thereby weakening both the protection afforded to directors and the reliability of judicial determinations. Third, institutional support for the practical application of the BJR is insufficient, limiting its capacity to promote effective corporate governance. In response, the study recommends comprehensive reform of the Indonesian Company Law, the incorporation of safe-harbor provisions, the enhancement of judicial competence through specialized training, and the reinforcement of corporate governance mechanisms to improve legal certainty and strengthen directors’ accountability. Advancing the BJR framework is essential to encourage innovation, reduce legal risks, and enhance the competitiveness and resilience of Indonesia’s corporate sector.

Issues at the intersection of family and corporate law have recently aroused considerable interest. This is due not only to the ongoing need to reform corporate legislation, but also to law enforcement practice, which does not always develop approaches that sufficiently protect the rights and interests of spouses to such specific objects of civil rights as a share in the authorized capital of a limited liability company and a share. This article will address issues related to the legal and contractual treatment of spouses’ property in shares and shares of corporations, analyze possible options for establishing a contractual regime, and propose tools that can establish a balance between the interests of family and business.

Purpose: This study aims to analyze the legal framework regulating the role of notaries in drafting and ratifying deeds of amendment to the Articles of Association of a Limited Liability Company (PT), to examine the implementation of this role from the perspective of legal certainty for shareholders, and to identify obstacles along with their legal solutions. Methodology: This study applies normative and empirical juridical methods through a statute and socio-legal approach. Data were gathered from literature and field research, including interviews with notaries and stakeholders, and qualitatively analyzed using theories of positive law, legal system, and legal certainty. Results: The findings indicate that the notary’s role in amendments to articles of association is legally regulated under UUJN, UUPT, and related implementing regulations. However, practical challenges remain, such as nonconformity of deeds with regulations, technical barriers in the SABH system, and insufficient transparency and participation of shareholders. Conclusion: Although the regulatory framework governing notarial authority is comprehensive, its implementation still encounters juridical, administrative, and substantive obstacles. This undermines the assurance of legal certainty for shareholders and highlights the need for reform in practice. Limitation: The study is limited by its reliance on qualitative interviews with selected notaries and stakeholders in specific regions, which may not fully represent diverse practices nationwide. Contribution: This research contributes to the development of corporate law by providing insights into harmonizing regulations, strengthening notarial capacity through training and legal technology, and promoting shareholder legal literacy to enhance legal certainty and minimize disputes.

Abstract Since 2021, there have been a spate of cases involving shareholders using corporate litigation to seek accountability for climate‐related policies and disclosures of companies. While research has been conducted on broader climate litigation issues, this article seeks to expand existing literature to cover and account for the recent trend of shareholder‐led corporate climate litigation efforts, viewed uniquely through the dual lens of sustainability and corporate developments. This article will also uncover the intersections between company law and sustainability and account for the practical difficulties behind the shareholder litigation approach as applied in the context of sustainability and climate change.

Conflicts over inherited company shares underscore ongoing legal uncertainties and highlight the need for a thorough legal review. The inheritance of shares in a Limited Liability Company (PT) is classified as a transfer of rights by operation of law (rechtsverkrijging onder algemene titel) as stipulated in the Indonesian Civil Code (KUHPerdata) and Law Number 40 of 2007 concerning Limited Liability Companies (Company Law). In principle, company shares are inheritable assets, and heirs have the right to receive them in accordance with inheritance laws. However, in practice, legal issues frequently arise when other shareholders object to heirs entering as new shareholders. This matter becomes more intricate when the company’s Articles of Association include clauses that limit the transfer of shares to external parties without the approval of current shareholders. This study aims to investigate the legal framework and practical application of share inheritance in limited liability companies in Indonesia. It employs a normative legal research method with statutory and conceptual approaches, drawing on secondary legal materials. The findings demonstrate that the inheritance of shares necessitates balancing the civil rights of heirs with the company’s interest in preserving business stability and continuity. This study presents a legal harmonization framework that has not been extensively explored in prior research. The innovation lies in its suggestion to harmonize inheritance law and corporate law to address potential conflicts and improve legal protection for both heirs and corporate stakeholders.

The article examines the issues of protecting corporate rights of participants in business companies in connection with the application of general and special methods of protection. The provisions of acts of special corporate legislation and the practice of the Supreme Court on the application of methods of protection in corporate disputes are analyzed. Special attention is paid to debatable issues regarding the invalidation of decisions of corporate management bodies and the calculation of limitation periods. As a result of the study, it was established that in modern corporate legislation there is a tendency to consolidate special methods of protection in the field of alienation of corporate rights and corporate management.The article examines modern approaches to the problem of protecting corporate rights of participants in business companies, which is one of the most relevant topics in the field of corporate law of Ukraine. Special attention is paid to protecting the rights of minority shareholders in situations when decisions of management bodies or majority owners may violate the interests of the minority. It is emphasized that an effective mechanism for the legal protection of corporate rights is a necessary condition for the stable development of a market economy aimed at attracting investment and integration into the global economic space.It is emphasized that among the most common ways of protecting corporate rights are the recognition of invalidity of decisions of general meetings or other management bodies, recovery of losses, fulfillment of obligations in kind (for example, payment of dividends), transfer of rights and obligations of the buyer of a share in the authorized capital, as well as claims for recognition of concluded contracts for the purchase and sale of shares or shares in the authorized capital.Special emphasis is placed on problematic issues, in particular, regarding the jurisdiction of disputes on appealing decisions of management bodies, the differences between the concepts of “recognition of illegality” and “recognition of invalidity” of decisions, as well as the unequal approach of the legislator to determining the limitation periods in corporate relations. Examples of the practice of the Supreme Court are given, which clarify the application of the preemptive right of the company’s participants and the limits of its implementation.The author concludes that modern corporate legislation demonstrates a tendency to expand the scope of special methods of protection, which can be divided into two main groups: in the field of alienation of corporate rights and in the field of corporate governance. At the same time, the need for unification of limitation periods by enshrining them in the legislation as single and clearly defined procedural terms is emphasized.

China's newly revised company law, on the basis of learning from foreign legislative experience and summarizing domestic judicial practice, has made specific provisions on the compensation liability of company directors for damage caused by others in the performance of their duties. However, due to the ambiguous definition of article and unclear scope of subject and object, it met a lot of problems during the process of application. This article mainly uses the comparative method and foreign theories to analyze the reasonableness and accountability, thus provides legal basis for it. By interpreting this article, it put forward creative measures to reconstruct Chinese special corporate system and find Chinese own reformation pathway.

The globalization of human rights risks in supply chains has precipitated significant divergence in mandatory Human Rights Due Diligence (HRDD) legislation across nations. This study uses a most-similar case design to compare legislative frameworks in France, Germany, and the US, analyzing differences in liability logic, enforcement mechanisms, and remedial effectiveness. Key findings show legal traditions set liability foundations, and business-civil society bargaining intensity determines legislative stringency. The core contribution shows a positive link between "structural capacity to bypass corporate law barriers" and legislative effectiveness. France rebuilds corporate purpose via civil joint liability, Germany maintains limited liability through administrative compliance, and the United States stays stuck in greenwashing due to shareholder primacy. This research proposes differentiated governance pathways, enhancing judicial activism in civil law, exploring equity innovations in common law, and establishing an transnational tort database certified by International Labour Organization (ILO). The study offers a layered framework for localizing UNGPs and adaptive solutions for emerging economies.

The proliferation of cross-border listings between Mainland China and Hong Kong has created unprecedented challenges for corporate governance, particularly regarding directors' fiduciary duties. This article examines the fundamental disparities between China's civil law approach to directors' duties and Hong Kong's common law heritage, analysing how these differences manifest in cross-border listing contexts. Through comparative legal analysis and case study methodology, this research reveals that while both jurisdictions have codified directors' duties, their underlying theoretical foundations, enforcement mechanisms, and practical applications diverge significantly. China's 2024 Company Law represents a watershed moment in clarifying directors' obligations, yet implementation remains constrained by cultural factors and institutional limitations. Hong Kong's market-oriented approach, grounded in fiduciary principles, provides stronger investor protection but faces coordination challenges with Mainland regulatory frameworks. The article demonstrates that successful cross-border listings require not merely technical compliance with dual regulatory regimes, but a sophisticated understanding of how different conceptions of directorial accountability operate in practice. The research contributes to comparative corporate law scholarship by revealing the nuanced ways in which legal transplantation operates within the unique "One Country, Two Systems" framework, while providing practical guidance for multinational corporations navigating these complex regulatory landscapes.

Using examples from foreign legislation and doctrine, the author of this article addresses the legal and practical significance of requirements for the minimum size of authorized capital for business entities and the feasibility of maintaining it in current legislation. The article takes into account current state of the development of the legal mechanisms and trends toward automation and digitalization of law, as well as the subjective and objective determinants of the world, and uses the dialectical method and other general and specific scientific methods (such as comparative legal, historical analysis, synthesis, etc.). The result of this work is, among other things, a conclusion that the minimum authorized capital has largely lost its practical significance for certain organizational and legal business forms (for example, Unternehmergesellschaft (UG) and other limited liability and joint stock companies, excluding public ones and their equivalents), but also a recommendation to consider alternative solutions based on the specifics of each case. In this regard, it is practically justified to shift the emphasis in modern legal regulation towards using other progressive mechanisms, as indicated in the article and elsewhere, as more consistent with global trends, while maintaining the symbolic role of the fixed authorized capital as an indicator of the seriousness of founders' intentions.

If one puts forward a question what medical law is all about, the common answer will be medical mishaps as result of clinical negligence leading to lawsuit and/or inquires of disciplinary bodies or death inquest (Coroner cases). Sometimes it would involve elements of crime, e.g., illegal prescription of drugs particularly controlled drugs, clinical intervention not allowed by law (procedures without consent or prohibited by law), frauds such as misrepresentation of medical bills/certificates. One view on medical law is that it is essentially concerned with relationship between patients and healthcare professional . Medical law will come in when something has gone wrong during the clinical encounter. This perspective is too narrow and also dark side of thinking. Medical law is made up from wide range of disciplines of law not only tort law and criminal law and also including human right law, public law including public health regulations, evidence law, contract law, corporation law, commercial law, family law, administrative law, employment law and so on. Medical law should also cover how injustice and inequity of health services towards vulnerable population that would have impact on individual and public health. In describing medical law, Herring has cited from one commentor suggesting medical lawyer needs to be a ‘Jacqui of all trades’, meaning someone has broad knowledge and skills across many disciplines, though they may not be a master in any one of them. This would explain why medical law is not regarded as distinct discipline of law. However, the complexity involving competencies across wide range of subjects provides opportunities for specialisation of medical law. Medical law should encompass legal related issues in healthcare delivery system covering different stages of clinical journey. Medical law should also address the legal determinants of health as the aim of the Lancet Commission is to enhance the global health community's understanding of law, regulation, and the rule of law as effective tools to advance population health and equity . Well-designed laws can help build strong health systems, ensure safe and nutritious foods, evaluate and approve safe and effective drugs and vaccines, create healthier and safer workplaces, and improve the built and natural environments; and conversely, poorly designed laws or poorly implemented or enforced can harm marginalised populations and entrench stigma and discrimination . Articulation of legal determinants of health must strongly emphasise the role of law in improving fairness in social arrangements and the distribution of resources conducive to health . Therefore, the subject of medical law will require expertise from diverse disciplines extending beyond knowledge in medicine and law. The articles in this issue demonstrate the complexity and special skills of medical law. Medical law needs an international platform to pool experts from diverse fields to address the boarder perspectives of medical law. The journal will continue to play the key role in providing the platform to advance knowledge and skills in medical law globally.

Abstract The development of human resources is a significant issue in the global nonprofit context, and Japan is no exception with its relatively small philanthropic sector. In such countries, the government can be regarded as a potential resource provider. Nevertheless, thus far the Japanese government’s support for the nonprofit sector has been limited to taxation and corporate law. However, the act on utilization of funds related to dormant deposits to promote public interest activities by the private sector became the first policy measure related to nonprofit human resource development, especially focusing on the program officer (PO)’s roles via nonprofit sectorial capacity-building. In order to maximize this political opportunity, it is indispensable to fundamentally address the questions identifying what competencies and responsibilities are expected from POs and what kind of individuals are engaged. This research conducted exploratory research to elucidate this in Japan, gaining insights for advancing future human resource development policies. The results illustrated that POs were well-educated and had experience working in various sectors. Moreover, years of experience had a statistically significant relationship with their roles and the competencies they considered important. Furthermore, the results highlighted the limited training opportunities for POs and suggested that sector-related policies influence the environment in which POs develop and operate. This study indicates the importance of developing human resources in the nonprofit sector by collaborating beyond sectors and sheds light on the opportunities to utilize government policy measures for nonprofit capacity-building.

Abstract This article investigates the burgeoning trend of proceduralization within corporate law, with a spotlight on the board of directors. It delves into the tension between nurturing skill diversity within the board and outsourcing specific functions, and the related paradoxical challenge: while external consultants and specialized directors enhance expertise and decision‐making, they may inadvertently expose directors to greater legal risks. Drawing on a comprehensive review of existing literature and relevant case law, the paper examines the intricate dilemmas corporations face when choosing between specialized directors and external consultants, particularly in light of the business judgment rule. It points out the paradox where operations without consultancy costs, ostensibly perceived as financially advantageous, might expose directors to liability, while those with consultancy expenses often avoid scrutiny. It also considers risk management and accountability in today's environment, where reliance on external experts is increasing. Furthermore, the piece identifies two pivotal cross‐sectoral shifts: the rising influence of diverse stakeholder cohorts and the evolving role of consultancy firms as board service providers à la Bainbridge. This paper posits that over‐reliance on external expertise may turn boards into “theater boards,” where the performative aspects of governance overshadow substantive decision‐making, especially when conflicts of interest arise. It addresses the question of which core competencies of the board are nondelegable, examining the balance between delegation and ensuring reliable information from external advisors. While consultants can improve decision‐making, the board must retain strategic oversight and accountability. To address these challenges, the paper calls for a robust framework that balances external expertise with safeguarding governance functions. This includes enhancing the board's internal capabilities, ensuring that directors are equipped to critically assess external input, establishing guidelines on consultant reliance, and fostering a culture of critical engagement and board accountability.

ABSTRACT The article examines the evolution and impact of the United Nations Guiding Principles on Business and Human Rights (UNGPs), focusing on the pivotal role played by the Ruggie Process, spearheaded by Professor John Ruggie. It highlights the significance of the Corporate Law Tools Project (CLTP), which analysed corporate and securities laws across thirty-nine jurisdictions to promote human rights. Despite extensive consultations and findings underscoring the potential of corporate law to address human rights issues, the UNGPs incorporate limited references to corporate law, reflecting a compromise to achieve broad consensus without imposing binding obligations on corporations. The article tries to highlight the possible reasons for the exclusion of comprehensive corporate law measures.