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Research examining the antecedents of recalls, instead of their consequences, is relatively sparse and has not considered whether firms' likelihood to recall products is influenced by legal changes that could induce managerial opportunism, such as those reducing shareholder litigation risk. To examine this question, the authors exploit the staggered adoption of universal demand (UD) laws across several U.S. states as a quasi-natural experiment. UD laws aim to prevent frivolous litigation from disrupting a firm's normal business operations by making it more difficult for shareholders to sue managers for neglecting their fiduciary duties and hold them personally liable. Although UD laws are well-intended, the reduced threat of shareholder litigation disciplining a firm's managers could have unintended negative consequences. Indeed, using a difference-in-differences analysis, the authors find that following the adoption of UD laws, affected firms become less likely to recall products. This effect is weaker in the presence of organizational mechanisms constraining managers' self-interest-seeking behavior, such as a corporate culture focused on customer needs and interests or the exercise of normative control through monitoring by institutional investors. The authors do not find support for a potential alternative explanation of operational improvement and therefore higher product quality driving their findings. [ABSTRACT FROM AUTHOR]

Taking advantage of the implementation of the 2003 European Commission (EC) directive on financial reporting, we explore the impact of mandatory financial disclosure on mergers and acquisitions (M&A). We find robust evidence that the number (and volume) of private firms becoming an M&A target increases with mandatory disclosure. Analyses of cross-industry differences, deal-level data, and post-deal performance indicate that financial disclosure increases M&A activity by reducing information frictions in the market for corporate control. Authors have furnished an Internet Appendix , which is available on the Oxford University Press Web site next to the link to the final published paper online [ABSTRACT FROM AUTHOR]

The "disinterested and independent majority" is one of the most important concepts in corporate law. Corporate actions are almost immune to legal challenge if a suitable majority of directors stands ready to approve it. Scholars have extensively debated the proper meaning and effect of "disinterested and independent," but no such literature analyzes "majority." As a matter of arithmetic, how do we compute whether a given set of directors contains a suitable majority? While seemingly innocuous, the concept of a majority means different things to different courts. Indeed, there may be no majority rule for majority independence. The Article charts and analyzes a puzzle somehow undiscovered, though at the heart of a field. In so doing, it asks questions important to debates far afield of corporate law. Majority rules matter for flawed democracies everywhere. [ABSTRACT FROM AUTHOR]

Research Question: This study investigates whether and how executives with legal expertise impact corporate innovation. Research Findings: Using a sample of listed firms in China, we have the following findings: (1) Firms that hire executives with legal expertise are associated with more corporate innovation. (2) These firms talk about potential legal risks and legal advisors more often in their annual reports and have lower chances of being sued in patent litigations. (3) The innovation‐promoting effect is stronger when the firms are state‐owned enterprises, have more overseas revenue, operate in high‐tech industries, have prior patent litigation experience, and are in strong legal environments. Theoretical/Academic Implications: The findings indicate that executives with legal expertise bring more attention to legal risks and help the firm to shape a stable environment, which can effectively promote innovation activities. Also, the innovation‐promoting effect of lawyer executives complements the role of in‐house legal counsels and the external legal environment. This paper adds to the literature on the value of executives with legal background. Practitioner/Policy Implications: Our results emphasize the important role played by executives with legal expertise in corporate innovation. Given the continuing shortage of legal talents and the gradual improvement of the legal system in China, firms need to employ more legal talents to avoid potential legal risks and maintain sustainable growth. [ABSTRACT FROM AUTHOR]

While the lack of any coherent principle in veil-piercing has been apparent even before Prest v Petrodel Resources Limited, this essay argues that the status of the law was neither aided nor clarified by Sumption SJC's introduction of the concealment-evasion principle in Prest. This, accompanied by the narrowed scope of veil-piercing as a last resort remedy, has significantly discouraged its application, especially when difficulty in the concealment/evasion categorisation arises. It is therefore suggested that courts of other jurisdictions should take into account the far-reaching implications of Prest before applying the concealment-evasion principle merely because it originated from a UK Supreme Court decision. [ABSTRACT FROM AUTHOR]

Reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance. [ABSTRACT FROM AUTHOR]

Copyright of FinanzRundschau is the property of De Gruyter and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The focus of the study is on trustees appointed for joint stock companies. Although it could be argued that decisions on the appointment of trustees under special legislation should also be taken by the trustee office and be subject to the supervision of the civil court of first instance as the supervisory authority, this would not be in line with the purpose of the special provisions. Although the appointment of a trustees to a company is generally an interim measure. In our opinion, the most important shortcoming in the appointment of trustees in practice is the lack of authority for the appointed trustees, as opposed to those who are subject to general provisions. In practice, it would be beneficial if objections could be reviewed by the next court, or even if the appointment is made by the president of the court or a single judge, for example in commercial courts, objections should be decided by a court. [ABSTRACT FROM AUTHOR]

Business leaders seem to be embracing a new paradigm where the purpose of for-profit corporations is to profit but lawfully, ethically, sustainably, and in the interests of non-shareholder stakeholders. Skeptical of this Damascene conversion to stakeholderism, some corporate law scholars question how directors might be held accountable for falling short of their commitment to some corporate purpose. One suggestion raised is to concretize corporate purpose as a legally binding director's duty to the company. As legal enforcement plays an essential role in compliance with law, the critical question is: How might a corporate purpose duty be effectively enforced? This Article argues that the answer likely lies with neither classic private enforcement by shareholders nor public enforcement by regulators, but rather a third way with elements of both. Drawing on comparative insights from three East Asian jurisdictions--Taiwan, the People's Republic of China, and Japan--this Article contributes to the enforcement literature in two ways. First, it identifies a novel form of hybrid enforcement ("quasi-private") with distinct characteristics. Second, it critically compares this new enforcement model with an existing hybrid ("quasi-public") in the context of enforcing corporate purpose. Quasiprivate enforcement offers a potential solution that avoids most of the serious downsides of private, public, or quasi-public enforcement; is uniquely compatible with a corporate purpose duty; and opens fresh perspectives on making directors more legally accountable. [ABSTRACT FROM AUTHOR]

Copyright of Middle East Journal of Legal & Jurisprudence Studies / Mağallaẗ al-Šarq al-Awsaṭ li-l-ʿulūm al-Qānūniyyaẗ wa-al-Fiqhiyyaẗ is the property of Manar Elsharq for Studies & Research and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The impact of changing the amount of PT capital to an agreement between the parties has led to a lack of legal certainty for the involved parties. A significant legal conflict exists between Article 32 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies and Article 109 paragraph (1) of Law Number 6 of 2023 concerning the Stipulation of Government Regulations in Lieu of Law Number 2 of 2022 concerning Job Creation. The changes allow the amount of PT capital to be determined based on the agreement of the company's founders, leading to ambiguity in legal certainty. This research aims to examine and analyze the legal consequences of these regulations on the basic capital requirements for Limited Liability Companies in Indonesia, and to assess the legal certainty surrounding the agreement between parties regarding PT capital. The research employs a normative juridical method, utilizing statutory, comparative, and conceptual approaches. The analysis is grounded in the Theory of Legal Certainty (Grand Theory), Development Law Theory (Middle Range Theory), and the Theory of Good Corporate Governance (Applied Theory). The research found that changes in the regulation of basic capital, following the enactment of Law No. 6 of 2023, have contributed to legal uncertainty. This study aims to provide legal clarity on the consequences of these regulatory changes and their impact on corporate governance and legal compliance in Indonesia. [ABSTRACT FROM AUTHOR]

Copyright of FinanzRundschau is the property of De Gruyter and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Copyright of Arab Journal for Scientific Publishing is the property of Research & Development of Human Recourses Center (REMAH) and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The vibration force and amplitude are the two most important parameters in the analysis of the drivability ofcompacted sand pile vibration driving. The working amplitude is related to the mechanical equipment capacity and soilproperties, while the necessary amplitude is mainly related to soil properties. There are significant differences in theunderstanding of necessary amplitudes among the existing theories for analyzing the drivability of vibration driven piles. Inorder to better solve the problem of predicting the necessary amplitude for vibration pile driving, based on the analysis of thedrivability of compacted sand piles in the artificial island project of the Hongkong -Zhuhai -Macao Bridge and Tunnel, anacceleration sensor is installed on the sand pile pipe to monitor the entire process of compaction sand pile driving. Theamplitude time curve is obtained through quadratic integration. The measured amplitude under various soil conditions iscompared and analyzed with commonly used methods such as the Jiandiao Kobe Corporation Law of Japan, the ICE pile drivingtheory in the United States, and the PTC pile driving theory in France. Based on the measured results, the applicability andadvantages and disadvantages of the above vibration pile driving theory are compared and analyzed, and suggestions for thenecessary amplitude value method are given. The research results indicate that under the condition of using an electric vibrationhammer for pile driving, the necessary amplitude of the Jiandiao Kobe Corporation Law of Japan is larger, the necessaryamplitude of the French PTC method is smaller, and the regularity of the necessary amplitude of the American ICE method is ingood agreement with the measured results, but the value method is not specific enough. It is recommended to further refine andimprove the necessary amplitude values for vibration pile driving based on the ICE law in the United States and engineeringexperience. [ABSTRACT FROM AUTHOR]

After centuries of colonial subordination, Black and Brown former colonies are still fighting to achieve the fruits of decolonization. The traditional theory is that former colonies will emerge from the colonial period with the legal mandate and international recognition needed to chart their own futures. But, for those Black and Brown British colonies that achieved political independence, it became clear that, without economic strength to care for their societies, legal separation could not deliver on its promise of freedom from subordination. This Article argues that investments in corporate law innovations by some jurisdictions, such as Bermuda, the British Virgin Islands, and the Cayman Islands, have provided a pathway to postcolonial self-determination. These communities have generated immense wealth and autonomy for their populations in the postcolonial era by using strategies akin to those deployed by the State of Delaware. While former colonizers denigrate Bermuda, the Cayman Islands, and the British Virgin Islands as tax havens and corporate law imperialists, which must be aggressively governed to protect the tax base and financial sectors of "non-tax haven" countries, there is another side to this narrative: Offshore corporate law is freedom-promoting for some communities. This Article complicates the dominant perspective of corporate law imperialism and introduces a conceptualization of corporate law as decolonization to the legal and policy discourse on offshore financial centers. [ABSTRACT FROM AUTHOR]

The article discusses the incorporation of sustainability reforms into corporate law in the European Union (EU). Topics discussed include the structure of corporate governance, corporate law reforms in EU which aims to encourage sustainable governance including the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD), and the need for structural changes in corporate governance to reorient it towards sustainability.

As American corporate law has developed since the Progressive and New Deal eras, shareholders have increasingly employed the shareholder proposal mechanism, provided by SEC Rule 14a-8, as a means to achieve any number of desired results. Generally, Rule 14a-8 requires companies to include shareholder proposals on their proxy statements. The desires of shareholders, outside of their often primary desire to make money, now frequently include Environmental, Social, and Governance (“ESG”) reform, increasing board diversity, merger and acquisition-related decisions, and monitoring executive pay. In particular, shareholders’ focus on ESG reform is no surprise given the broad worldwide focus on responding to rising environmental concerns. Indeed, according to the National Oceanic and Atmospheric Administration, an American scientific and regulatory agency, 2021 “culminated as the sixth warmest year on record for the globe.” Further, “the years 2013-2021 all rank among the ten warmest years on record.” Investors in both the United States and Europe have begun responding to these environmental issues. However, the capabilities American shareholders (particularly minority shareholders) have to effect positive environmental change at the corporate level is hindered by the fact that the United States ranks 36th in the world when it comes to protecting minority investors. A minority investor, or shareholder, is one who owns less than half of a given company’s total shares—thus making them in the minority of overall shareholders. While the United States ranks high (6th) on a general ease of doing business scale, its protection of minority investors, according to the World Bank, lags. The U.S. has a 71.6 (out of 100) score for the protection of minority investors. Particularly troublesome among the World Bank’s analyses of American protection of minority investors is the nation’s “[e]xtent of shareholder rights index.” This means, generally, that a minority investor interested in changing a company’s practices in an effort to improve said company’s environmental impact has less of an ability to do so in the United States than in 35 other nations. Why does the United States lag behind other nations with regard to minority shareholder protection, and how can it change for the better? [ABSTRACT FROM AUTHOR]

This article argues that conceptualising corporate purpose as a normative question which can be examined in isolation from its socio-historical context is inappropriate and ultimately futile. Corporate purpose is examined here as historically determined, a social fact, independently from whichever theoretical position might prevail in scholarly debates. Interestingly, corporate law doctrine pertinent to corporate purpose has remained mostly static but fairly open-ended. This has allowed purpose itself to oscillate between shareholder primacy and the balancing of stakeholder interests rather seamlessly as a socio-historical phenomenon. However, the article finds that, where it is used by private business organisation, corporate law has a limited capacity to accommodate purpose oscillations. Those are limited to merely one-dimensional movements representing corporate income distribution choices considered as socially legitimate each time. Using concepts such as Polanyi's 'double-movement' and Gramsci's 'passive revolution', the article argues that, for as long as social dynamics focused on wealth distribution, private corporate purpose had little difficulty in absorbing social critique and in finding a legitimacy basis for the private business corporation. However, more recently, critique has been shifting away from merely distributional trepidations and towards other non-economic concerns caused by economic growth per se. These concerns add new dimensions for corporate purpose oscillations, which cannot be accommodated irrespective of how open-ended corporate law doctrine on purpose might be. The article concludes with an analysis of what this might entail for corporate law as a socially legitimate structure for private business. [ABSTRACT FROM AUTHOR]

In this article, I take issue with settled claims that the organizational features of the corporation make it the most effective enabler of growth under capitalism – an assumption that has focused various growth‐critical narratives on mechanisms to regulate corporate growth. I argue that such narratives are flawed because, far from always blindly amplifying growth, the corporate form often operationalizes degrowth to protect capital. This argument is theoretically grounded in Marx's analysis of the particularities of growth under capitalism, and a law‐in‐context analysis of how companies operationalize degrowth to protect capital/shareholder interests, utilizing the examples of takeovers and share repurchases. The article shows that narratives seeking to both protect the environment and deliver human flourishing need to be contextualized within an understanding of the specifics of growth under capitalism and the function of corporate law architecture. [ABSTRACT FROM AUTHOR]

The boom of regulatory agencies is a common global phenomenon, and its basics are deeply rooted in national settings, leading to the setting up of specific regulators. Theoretically, auditors must demonstrate their professional prowess, skepticism, and analytical procedure, and effectively communicate audit outcomes to the stakeholders. Interestingly, the Indian audit profession is at its crossroads: constrained by scams and multiple regulators. Reform initiatives in the wake of corporate shenanigans compelled the creation of the National Financial Reporting Authority (NFRA) under Section 132 of the Companies Act, 2013. However, the accounting profession regulator, the Institute of Chartered Accountants of India (ICAI), alleges penetration of the former in its regulatory jurisdiction. Against this backdrop, adopting a descriptive approach, the current study attempts to unearth the factors leading to such face-offs for offering an amicable solution. The study concludes that the ICAI's objections to treating the NFRA as a "super-regulator" cannot be supported. Consequently, the observation of the Committee on Experts constituted by the Supreme Court. Vesting investigating power in the NFRA could be a game changer in regulating auditors, audit firms, and audit networks. In light of the findings, the auditors could motivate to improve the audit quality substantially. [ABSTRACT FROM AUTHOR]

We study under which circumstances firms choose to install boards and their roles in a historical setting in which neither boards nor their duties are mandated by law. Boards arise in firms with large, heterogeneous shareholder bases. We propose that an important role of boards is to mediate between heterogeneous shareholders with divergent interests. Voting restrictions are common and ensure that boards are representative and not captured by large blockholders. Boards are given significant powers to both mediate and monitor management, and these roles are intrinsically linked. [ABSTRACT FROM AUTHOR]

We provide novel evidence showing that shareholder litigation risk influences firms' choices of external growth strategies. Using staggered adoption of universal demand (UD) laws, we find that firms under the threat of litigation tend to choose corporate alliances over mergers and acquisitions (M&As). This finding supports the view that alliances offer a low-risk and low-cost alternative to M&As for firms facing litigation risk. Moreover, alliance performance improves after the passage of UD laws, suggesting that firms can make better deal selections under reduced litigation threats. Overall, we establish an unexplored link between litigation risk and firms' choices of boundary-expanding transactions. [ABSTRACT FROM AUTHOR]

Copyright of FinanzRundschau is the property of De Gruyter and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The article provides information about the current wage tables for unpaid work in private households. These tables contain tariff-determined hourly rates according to the Collective Agreement for the Public Service (TVöD). The Federal Court of Justice (BGH) has approved the use of these tables. Additionally, a handbook on social security law and a simple invoice for determining and calculating social security taxable income are mentioned. The imprint provides information about the publisher and editors of the article. The text also includes information on shipping costs, invoicing, orders, termination periods for magazine subscriptions, as well as copyright and publishing rights. It also addresses the use of contributions in printed and electronic form. Furthermore, guidelines for authors and contributors are provided. The benefits of a subscription and a trial subscription are mentioned. Additionally, information is given about an online module on commercial and company law, as well as a work on data protection and data usage. Other online offers and highlights are also mentioned. [Extracted from the article]

The business judgment rule (BJR) is a corporate law doctrine that protects a decision of directors from fairness review by a court of law unless there is sufficient evidence that the director has breached his fiduciary duties or that the decision-making process is tainted. Given that the BJR acts as a protective armor for directors as their personal liability is not engaged for a corporate decision irrespective of its outcomes provided that some requirements are satisfied, the purpose of this paper is to critically assess whether directors of Mauritian companies are sufficiently protected and encouraged in the exercise of their duties. To achieve the research objective, the black letter research method was adopted to collect secondary data and a comparative analysis with some other countries' rules on business judgment was conducted. A desk-based approach and content analysis were used to collect this information. The countries selected for the comparison are the United Kingdom and United States. Mauritian law does not afford protection to directors for decisions taken based on business judgment whereas this research has demonstrated that the laws of other countries being the United Kingdom and the United States as well as their judicial instances both recognize and apply the BJR. [ABSTRACT FROM AUTHOR]

Copyright of Internationales Handelsrecht is the property of De Gruyter and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Copyright of Alauddin Law Development Journal is the property of Alauddin Law Development Journal (ALDEV) and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Copyright of Alauddin Law Development Journal is the property of Alauddin Law Development Journal (ALDEV) and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

This article presents empirical findings on listed company responses to provisions on board-level workforce engagement in the revised 2018 UK Corporate Governance Code, based on analysis of FTSE 350 company reports, survey data from 70 firms, and a series of 41 interviews with directors, senior managers and workforce representatives across 17 case study firms. The findings suggest that, despite some pockets of good practice, the current code-based regulatory framework is weak and ineffective. In light of this, the article considers current debates around strengthening worker voice in governance structures – including through appeals to corporate purpose, investor engagement, and wider changes in the legal and regulatory architecture. It concludes that any fundamental reform would require a recasting of the narrative around corporate purpose, based on a pluralist recognition of the dual nature of labour/capital investments in the firm and a renewed emphasis on the principle of workplace democracy. [ABSTRACT FROM AUTHOR]

This work seeks to analyze the implications of the fact that our Business Companies Act No. 16,060, in its section 365, expressly provides the contravention of corporate interest as a cause for challenging Shareholders' Meetings. To this end, we offer a brief review of the theories that academic scholars have written regarding the content of corporate interest, we analyze whether there is a legal definition of this concept in our law, and finally, we ask ourselves about what it implies, what are the consequences of it being included as a ground for challenging Meetings. [ABSTRACT FROM AUTHOR]

Illinois courts have departed from the corporate-law jurisprudence that traditionally served as a champion of fiduciary duties. Historically, Illinois courts have consistently protected minority shareholders and punished directors and those in control for engaging in unfaithful, abusive, and deceitful behavior. In recent years, however, the Illinois Supreme Court has taken a technical approach to fiduciary duties, resulting in wrongdoers getting away with unconscionable conduct. First, this Article will demonstrate why Illinois has historically been characterized as a "shareholder" state by comparing the Illinois and Delaware corporate statutes and examining Illinois courts' favorable fiduciary duty jurisprudence. In the latter half of the twentieth century, the Illinois Supreme Court took a firm stance against fiduciaries when they engaged in conflicts of interest, seized corporate opportunities, and competed with the entity they served. The Illinois Supreme Court did not limit its stance to situations involving the fiduciary-entity relationship; however, it also held fiduciaries to the same standard when they dealt among themselves. Consistent with these approaches, the Illinois Supreme Court also took a broad approach to the related concept of oppression when it interpreted the term to mean abusive and not necessarily illegal or fraudulent. Next, by examining two recent Illinois Supreme Court decisions, Indeck Energy Services, Inc. v. DePodesta and Walworth Investments-LG, LLC v. Mu Sigma, Inc., this Article will examine whether there is a countervailing trend in state judiciary practices. Indeck represents the Illinois Supreme Court's departure from its long-standing jurisprudence covering the fiduciary duty of loyalty, specifically, the standard for establishing the usurpation of a corporate opportunity. In Walworth, the court, applying Delaware law, took an extremely technical approach in interpreting an anti-reliance clause. This analysis will illustrate the Illinois Supreme Court's failure to recognize the defendant's fraudulent behavior, which induced the plaintiff to agree to the anti-reliance clause. Finally, the Article concludes with a discussion of Illinois courts' jurisprudence covering anti-reliance clauses in fraud in the inducement claims, offering solutions courts and lawyers can take to address the problem. [ABSTRACT FROM AUTHOR]

Copyright of Middle East Journal of Legal & Jurisprudence Studies / Mağallaẗ al-Šarq al-Awsaṭ li-l-ʿulūm al-Qānūniyyaẗ wa-al-Fiqhiyyaẗ is the property of Manar Elsharq for Studies & Research and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

In light of the increasing role of corporations in facilitating gross human rights violations, this article seeks to evaluate the implementation of the Indonesian Criminal Law in addressing corporate criminal liability. Notably, the recently amended Indonesian Criminal Law recognizes corporations as subjects of criminal law, but Law No. 26 of 2000, which regulates gross human rights violations, does not. Consequently, this research specifically scrutinizes the Indonesian Criminal Code, Law No. 26 of 2000, and international legal standards to answer the issues: rules of aiding and abetting under international criminal law and the applicability of corporate culture theory, and the implementation of Indonesian Criminal Law in addressing corporate criminal liability for gross human rights violations. Examining these issues relies on three methodologies, namely the statutory approach, conceptual approach, and case approach. The results of this article uncover that the recognition of corporations as subjects under the new Indonesian Criminal Code and rectification of the ratione materiae of Law No. 26 of 2000 open the avenue for corporations to be held criminally liable for gross human rights violations based on aiding and abetting. Furthermore, the theory of corporate culture envisaged in the new Indonesian Criminal Code renders the plausibility of holding corporations liable if they are deemed to cultivate a culture that pushes or encourages a gross human rights violation. [ABSTRACT FROM AUTHOR]

Copyright of Die Unternehmensbesteuerung (Ubg) is the property of De Gruyter and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

The article carries out an analysis of the private entrepreneur and its conversion as a Limited Liability Company in Corporate Law, how it has been introduced into the Cuban legal system from its origins, characteristics as a new economic actor, elements that distinguish MSMEs, legal nature, social order conceived for the execution of commercial activities in joint trade acts with the public company, mandated from the constitutional text of 2019, in the update of the new Cuban social economic model. The methods used were the analysis, synthesis of materials from Commercial Law to break down the information, the logical history of the stages of Corporate Law of the SRL, induction deduction to deduce and arrive at elements of value judgments, the legal exegetical, the bibliographic review of materials on MSMEs, and the legal comparison of legal norms on the constitutive process of the commercial company. The analysis of the normative regulation of the MIPYMES in Cuba, as an actor in the productive development for its contribution to the generation of jobs, in the number of companies and, for its weight in the GDP of the country. Required preferential tax treatment, facilities for access to financial credit by the Bank, entities that oversee its development and promotion, that regulate the diversity of legal forms that they adopt as businesses in the legal system such as SRL, SURL or SL in attention to the Commercial Code and substantive law, and the need to issue a Business Law, which sets out the boundaries and demarcations with the public company. [ABSTRACT FROM AUTHOR]

This article explores the realm of noise, which is characterized by the lack of discernible patterns and unpredictable nature, distinguishing it from biases in terms of features, implications, and solutions. After examining the integration of behavioral economics into legal matters, the article delves into the application of this framework in the context of corporate law. Studying noise into corporate law offers valuable insights into specific areas. Needless to say, this paper sheds light on the legal practice of corporate law, encompassing aspects such as contractual matters, M&A due diligence, and corporate governance. Understanding the complexities of corporate transactions is particularly crucial for legal practitioners in effectively navigating the intricate landscape of corporate law. Then, it reveals some key mechanics of the board of directors, taking into account how noise levels fluctuate in the presence of a superstar CEO. When recognizing the influence of noise in these contexts, corporate decision-making processes can be better understood and potentially improved. Furthermore, delving into the study of noise allows for a comprehensive understanding of its influence on legal precedents and the potential distortions it may introduce into the system. This encompasses the consolidation of both precedents issued by courts and those within the practices of law firms based on industries, regulatory requirements, and references to past offerings. By examining the effects of noise on precedents, legal professionals can gain deeper insights into the dynamics of corporate decision-making. Drawing from the theories of Kahneman, Sibony, and Sunstein, I present methods for reducing noise through the implementation of decision hygiene techniques and mediating assessments protocols, while also examining the extent of the potential role of artificial intelligence in addressing these challenges in corporate law and governance. The paper concludes with three significant insights. Firstly, regulatory bodies must navigate various legal fields to effectively regulate and enforce compliance across industries. Understanding the interplay between noise and biases is essential for ensuring fair and efficient best practices. Secondly, corporate law stakeholders must recognize the multifaceted effects of noise and take steps to silence it in their decisionmaking processes. Recognizing the implications of noise enhances the care, attention to detail, integrity, and effectiveness of corporate environments. Furthermore, while AI demonstrates commendable capabilities in addressing biases and excels in data processing to mitigate noise, making it a particularly well-suited tool for tackling challenges related to noise, maybe even surpassing its effectiveness in addressing biases, it is crucial to consistently acknowledge the superiority of human judgment in making decisions. By presenting a few behavioral economics insights, this article aims at inviting readers to broaden their intellectual horizons, engaging scholars, legal professionals, and those interested in corporate governance to explore corporate law from an innovative lens. [ABSTRACT FROM AUTHOR]

Background. Often, conflicts occur in modern business. However, business disputes can be very detrimental to a company financially and to its reputation. Therefore, the role of corporate law firms in preventing and handling business disputes is becoming increasingly important. A corporate law firm can help manage risk and minimize the possibility of disputes. Purpose: The purpose of this research is to study how corporate law firms prevent business disputes. The focus of the research is to understand how they spot potential disputes, create strategies to prevent them, and how they handle disputes that arise. The main aim of this research is to provide deeper insight into how effective the role of corporate law firms is in reducing the risk of business disputes. Method. This research was conducted using a structured interview method. Members of corporate law firms who have relevant knowledge and experience in managing business disputes are the respondents interviewed. Using pre-prepared interview guidelines, interviews are conducted in person or via a virtual platform. Next, qualitative analysis was carried out on the interview data to find patterns, themes and important findings. Results. The research results show that corporate law firms are very important in preventing business disputes. To avoid disputes, respondents create clear contracts, provide training to employees, and monitor changes in legislation. Company authorities also handle disputes using mediation, negotiation, and arbitration. Conclusion. The study found that corporate law firms play a very important role in preventing and handling business disputes. By using the right strategy and proactively involving various parties, corporate law firms can help companies reduce risks and reduce the negative impact of business disputes. Therefore, investment in the development of a corporate law firm can be considered as feasible. [ABSTRACT FROM AUTHOR]

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This study aspired to do the groundwork for transformational and innovative shift in corporate governance and the third sector (TS) orienting legal as well as regulatory frameworks with the growth and development in decentralized governance models and blockchain technology in Italy. This abstract sums up the foundational facets of legal investigation behoove by the onset of DAOs in Italy, circumscribing its scope, objective, and its significance. This research provides the analysis and understanding of interactions and interconnections amongst DAOs and Italian corporate law highlighting the legal complexities and suggesting for legal and regulatory reforms to get rewarded from this innovational paradigm presented by DAOs. A substantial focus is placed on integration and incorporation of DAOs in Italy’s Third Sector Organizations (TSOs), prospecting key challenges such as recognition, liability and compatibility with existing frameworks and required mandatory legal reforms to facilitate this process. The constitutional perspective on DAOs and such reforms is also discussed to foster blockchain innovation in Italy while guaranteeing compliance of consumer protection values and standards with financial regulations and formation of safe and secure ecosystem for DAOs operations. This research intends to advocate for the recognition and codification of DAOs in Italy within TSOs by taking guidance from global best practices. [ABSTRACT FROM AUTHOR]

In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable. We also consider some issues to which the EU proposals on company law and sustainability paid scant attention, such as the role of corporate governance codes and other types of soft law, mainly of international origin, in promoting sustainable governance. In addition, we underline that in recent years the EU has adopted several measures which offer better prospects for sustainable governance than the reform of directors' duties the EU is currently debating. We conclude that the failure to take corporate governance codes and the existing regulatory framework into account could seriously impair pending reforms of directors' duties and their link to sustainability. [ABSTRACT FROM AUTHOR]

Among the types of on-demand broadcasting, Over-The-Top video streaming services ('OTT platforms') refer to media service providers that provide content and applications, including communication services, over the Internet. The freedom of OTT platforms to choose which films to broadcast can have negative implications for the social and cultural aspects of the film industry and the society: First, OTT platforms often refuse to broadcast films that may cause political discontent in the countries where they operate. Second, as films can be popular tools of propaganda, OTT platforms ultimately contribute to certain views more than others through their film selection. Third, the fact that some content is denied to be broadcasted indicates that certain content creators lack sufficient access to the market through OTT platforms. As a result, reconsideration of OTT platforms' freedom to curate their film catalogues is essential to support the development of the film industry and preserve the integrity of associated societies. This article proposes that corporate social responsibility (CSR) can be used as a method of self-regulation to create an inherent limitation on the editorial freedom of the OTT platforms leading to a fairer film selection process. [ABSTRACT FROM AUTHOR]

Directors have a duty to act in good faith and in the best interests of the company. Yet, the scope of this duty remains disputed. Longstanding debate has surrounded the duty, with arguments principally concerning to whom it is owed and what constitutes the company's interests. More recently, this debate continues in light of increasing societal expectations of good corporate behaviour and the sustainability crises facing the Earth system. In this context, this paper explores how directors of New Zealand companies interpret their duty to act in good faith and in the best interests of the company. It draws on data generated in 22 qualitative interviews conducted with current professional directors sitting on private sector boards in New Zealand. The paper begins with a discussion of the duty, which is enshrined in statute under s 131 of the Companies Act 1993, before outlining the research design. The findings detail an entity conceptualisation of the company whose interests are broadly construed to encompass not only its shareholders' interests, but also those of other stakeholders including the community and environment. The paper subsequently reflects on this consensus, considering the current legal landscape and implications for any further clarification of the duty. [ABSTRACT FROM AUTHOR]