ERPN: Corporate Law & Organization Law (Topic)最新文献

De maatschap: van contract naar instituut? (The Partnership: From Contract to Institute) De maatschap: van contract naar instituut?(合作关系:从合同到机构)

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2019-10-14 DOI: 10.2139/ssrn.3588824

Simon Landuyt, Felix Desmyttere, Laura Maes

{"title":"De maatschap: van contract naar instituut? (The Partnership: From Contract to Institute)","authors":"Simon Landuyt, Felix Desmyttere, Laura Maes","doi":"10.2139/ssrn.3588824","DOIUrl":"https://doi.org/10.2139/ssrn.3588824","url":null,"abstract":"Dutch Abstract: De bijdrage gaat in op de wijzigingen die de laatste jaren zijn aangebracht aan het juridische kader waaraan de maatschap zonder rechtspersoonlijkheid onderworpen is. Het WVV heeft zijn invloed gehad op de maatschap, maar ook een aantal nieuwe regels op het vlak van de boekhouding, de inschrijvingsplicht in het KBO en de registratie van uiteindelijke begunstigden in het UBO-register hebben belangrijke gevolgen voor de maatschap. In het licht van al deze zaken wordt nagegaan of de flexibele BV een alternatief kan zijn voorde maatschap die specifiek gebruikt wordt bij familiale vermogensplanning. English Abstract: The contribution addresses the changes made in recent years to the legal framework to which the unincorporated partnership is subject. The WVV (new Belgian Code of Companies and Associations) has had its repercussions for the partnership, but also a number of new rules in the field of accounting, the obligation to register in the KBO and the registration of ultimate beneficial owners in the UBO register have important consequences for the partnership. In light of all these issues, it is being examined whether the flexible BV can be an alternative for the partnership that is specifically used in estate planning.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2019-10-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124287785","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Entrepreneurial Responsibilities Test 企业家责任测试

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2017-10-13 DOI: 10.2139/ssrn.2954098

Jooho Lee

{"title":"The Entrepreneurial Responsibilities Test","authors":"Jooho Lee","doi":"10.2139/ssrn.2954098","DOIUrl":"https://doi.org/10.2139/ssrn.2954098","url":null,"abstract":"This paper proposes a three-part test to help simplify worker classification and connect the law with the overall purposes of our economic system. Existing legal tests struggle to provide justifiable and workable guidance for courts, employers, and workers. One recent response has been an increased focus on entrepreneurship. However, neither courts nor scholars have paid sufficient attention to economic theories of entrepreneurship to inform their reliance on the concept. By drawing from classic economic theories of entrepreneurship, this paper will argue that a worker should be considered an employee unless she assumes entrepreneurial responsibility within her economic relationship with the hirer and that entrepreneurial responsibility consists of three elements: (1) the assumption of liability for economic uncertainty; (2) the exercise of control over the allocation of resources being combined to sell in the market; and (3) participation in the market discovery process by buying resources to sell in the market in the pursuit of profits. \u0000Aside from its simplicity and wide-ranging applicability, the proposed three-part test is superior to other existing tests for employee status because it corresponds with the principle of fair play and the very reasons why we organize our economic activities within markets and firms. Because our economic system is a cooperative enterprise within which we organize our economic activity into markets and firms so that we can all benefit from an efficient allocation of resources, the principle of fair play suggests that it would be unfair for economic actors to benefit privately by circumventing the bifurcation of work into markets and firms in our economic system. This principle can explain and justify a wide variety of the need for distinguishing employees from independent contractors in a parsimonious and unified way.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"131 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-10-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122314491","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Fiduciary-isms: A Study of Academic Influence on the Expansion of the Law 信托主义:对法律扩张的学术影响研究

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2016-08-05 DOI: 10.2139/SSRN.2819043

Daniel B. Yeager

{"title":"Fiduciary-isms: A Study of Academic Influence on the Expansion of the Law","authors":"Daniel B. Yeager","doi":"10.2139/SSRN.2819043","DOIUrl":"https://doi.org/10.2139/SSRN.2819043","url":null,"abstract":"Fiduciary law aspires to nullify power imbalances by obligating strong parties to give themselves over to servient parties. For example, due to profound imbalances of legal know-how, lawyers must as fiduciaries pursue their clients’ interests, not their own, lest clients get lost in the competitive shuffle. As a peculiar hybrid of status and contract relations, politics and law, compassion and capitalism, fiduciary law is very much in vogue in academic circles. As vogue as it is, there remains room for my “Fiduciary-isms...”, a meditation on the expansion of fiduciary law from its origins in the law of trusts through partnerships, corporations, and agency, to a current usage at times so cut off from its doctrinal origins as to be idiomatic, no longer technical. Surprisingly, this expansion in fiduciary law – which is unhappily no longer dependent on property – owes to academic influences that in the past half-century have operated on courts, despite the widespread perception that academics have sway only with their own. That fiduciary law has been expanded though not improved by academic endeavors reveals the scholarly activity of expanding the law to be a mixed bag: both high art, crucial to the path of the law, but also low theatricality, more likely to create than alleviate legal snags.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-08-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131453153","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

A Constituição De Micro, Pequenas E Médias Empresas (The Incorporation of Micro, Small and Medium Companies) 微型、小型和中型公司合并宪法

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2013-11-01 DOI: 10.2139/SSRN.2622476

Sofia Vale

引用次数: 0

A Duty Owed - Discussing a Director's Fiduciary Liability 应尽的义务——讨论董事的信义责任

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2009-10-05 DOI: 10.2139/ssrn.1483051

Jenna Narayan

{"title":"A Duty Owed - Discussing a Director's Fiduciary Liability","authors":"Jenna Narayan","doi":"10.2139/ssrn.1483051","DOIUrl":"https://doi.org/10.2139/ssrn.1483051","url":null,"abstract":"Directors of a Company have been variously defined as the ‘brain’, ‘trustees’, ‘agents’, or even ‘managing partners’ of a company. Whichever label one attributes to them, one would agree that they, being the representatives of the company, have wide powers. However, the duties imposed upon directors draw margins around the powers conferred on them. These obligations are imposed both under the statutory law as well as under common law. This article analyses the scope of directors’ fiduciary duties, which falls largely under the realm of common law. One cannot undermine the importance of this duty. It infuses every aspect of a director’s conduct. With the growing complexity of the commercial world, the scope of director’s responsibility is expanding and with it, the compass of fiduciary duty is also evolving. Under this topic, the article attempts to answer two basic questions: 1.) It analyses first what the term ‘fiduciary duty means, what it entails, and why it is relevant in today’s times; 2.) Next, it addresses the debate on the beneficiaries of these duties, or in other words, to whom do the directors owe these duties? Is it to the company or to the shareholders?","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"36 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-10-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115081598","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Judicial Discretion in Corporate Bankruptcy 公司破产中的司法自由裁量权

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2009-01-19 DOI: 10.2139/ssrn.1108615

N. Gennaioli, Stefano Rossi

引用次数: 145

Introduction to 'The Going Private Phenomenon: Causes and Implications' “私有化现象:原因与启示”导论

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2008-09-17 DOI: 10.2139/SSRN.1269524

M. Henderson, R. Epstein

引用次数: 67

The False Promise of One Share, One Vote 一股一票的虚假承诺

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2008-03-04 DOI: 10.2139/ssrn.1103160

Grant M. Hayden, Matthew T. Bodie

{"title":"The False Promise of One Share, One Vote","authors":"Grant M. Hayden, Matthew T. Bodie","doi":"10.2139/ssrn.1103160","DOIUrl":"https://doi.org/10.2139/ssrn.1103160","url":null,"abstract":"Shareholder democracy has blossomed. The once moribund shareholder franchise is now critical in takeover contests, merger decisions, and board oversight. However, the mechanisms of this vote remain largely undertheorized. In this Article, we use voting rights and social choice theory to develop a new approach to the corporate franchise. Political democracies typically tie the right to vote to the level of a person's interest in the outcome of the election. Corporate democracies, on the other hand, tend to define the requisite institutional interest quite narrowly, and thus restrict the right to vote to shareholders alone. This restriction has found its justification in the assumption that shareholders have a homogeneous interest in corporate wealth maximization. Such homogeneity, it is argued, maximizes efficient preference satisfaction. This assumption of shareholder homogeneity is false. It is becoming increasing clear, for example, that shareholders have many different types of interests in a corporation. In addition, stakeholders such as employees, consumers, and creditors also have interests in corporate governance that are not currently captured through existing contractual regimes. Moreover, many of the conclusions drawn from the assumption of shareholder homogeneity are either based on dated understandings of Arrow's Theorem or, in some cases, are flat out inconsistent with the standard economic theory that they purport to embody. As a result, corporate voting schemes are sterile reflections of their more robust political counterparts. The Article argues that corporate law scholars should acknowledge the weaknesses of shareholder voting theory and should examine new ways of translating the preferences of corporate participants into a governance structure.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"92 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-03-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116679173","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 4

The Missing Monitor in Corporate Governance: The Directors' & Officers' Liability Insurer 公司治理缺失的监督者:董事和高级管理人员的责任保险

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2006-11-23 DOI: 10.2139/ssrn.946309

T. Baker, Sean J. Griffith

{"title":"The Missing Monitor in Corporate Governance: The Directors' & Officers' Liability Insurer","authors":"T. Baker, Sean J. Griffith","doi":"10.2139/ssrn.946309","DOIUrl":"https://doi.org/10.2139/ssrn.946309","url":null,"abstract":"This article reports the results of empirical research on the monitoring role of directors' and officers' liability insurance (DO second, monitoring provides benefits to shareholders who might not otherwise need the risk distribution that DO and third, the \"bonding\" provided by risk distribution gives insurers a comparative advantage in monitoring. Nevertheless, we find that D&O insurers neither monitor corporate governance during the life of the insurance contract nor manage litigation defense costs once claims arise. Our findings raise significant questions about the value of D&O insurance for shareholders as well as the deterrent effect of corporate and securities liability. After exploring various explanations for these findings, we conclude that the absence of monitoring is due, at least in part, to the agency problem in the corporate context. Our analysis thus suggests that the existing form of corporate D&O insurance both results from and contributes to the relatively weak constraints on corporate managers. Corporate managers buy D&O coverage for self-serving reasons, and the coverage itself, because it does not control moral hazard, reduces the extent to which shareholder litigation aligns managers' and shareholders' incentives.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-11-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130918227","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 71

The State of U.S. Corporate Governance: What's Right and What's Wrong? 美国公司治理现状:什么是对的，什么是错的?

ERPN: Corporate Law & Organization Law (Topic) Pub Date : 2003-04-01 DOI: 10.2139/ssrn.441100

Bengt Holmström, S. Kaplan

{"title":"The State of U.S. Corporate Governance: What's Right and What's Wrong?","authors":"Bengt Holmström, S. Kaplan","doi":"10.2139/ssrn.441100","DOIUrl":"https://doi.org/10.2139/ssrn.441100","url":null,"abstract":"The U.S. corporate governance system has recently been heavily criticized, largely as a result of failures at Enron, WorldCom, Tyco and some other prominent companies. Those failures and criticisms, in turn, have served as catalysts for legislative change (Sarbanes-Oxley Act of 2002) and regulatory change (new governance guidelines from the NYSE and NASDAQ). In this paper, we consider two questions. First, is it clear that the U.S. system has performed that poorly; is it really that bad? Second, will the changes lead to an improved U.S. corporate governance system? We first note that the broad evidence is not consistent with a failed U.S. system. The U.S. economy and stock market have performed well both on an absolute basis and relative to other countries over the past two decades. And the U.S. stock market has continued to outperform other broad indices since the scandals broke. Our interpretation of the evidence is that while parts of the U.S. corporate governance system failed under the exceptional strain of the 1990s, the overall system, which includes oversight by the public and the government, reacted quickly to address the problems. We then consider the effects that the legislative, regulatory, and market responses are likely to have in the near future. Our assessment is that they are likely to make a good system better, though there is a danger of overreacting to extreme events.","PeriodicalId":129360,"journal":{"name":"ERPN: Corporate Law & Organization Law (Topic)","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121895746","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 375