AUSTRALIAN BUSINESS LAW REVIEW最新文献

{"title":"A Good(s) Decision for Agents?","authors":"","doi":"10.54648/bula2022007","DOIUrl":"https://doi.org/10.54648/bula2022007","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"7 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"72692900","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}

{"title":"Rise of the ‘Gig Worker’ Economy or Just Mending the Legislative Leak?","authors":"S. Hardy","doi":"10.54648/bula2022002","DOIUrl":"https://doi.org/10.54648/bula2022002","url":null,"abstract":"This article assesses the extent to which the UK’s Supreme Court (UKSC) rulings in Uber and Pimlico Plumbers have resolved the long-standing conundrum facing employers of the label ‘worker’. This analysis raises critical issues relating to the effectiveness or otherwise of regulation of the gig economy. Furthermore, it seeks to question how the gig economy is reframing employment law.\u0000Employment law, employment status, worker status, gig economy, employment rights","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"29 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89550831","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}

{"title":"The Limits of Privilege: Joint Interest and Indirect Shareholders","authors":"","doi":"10.54648/bula2022005","DOIUrl":"https://doi.org/10.54648/bula2022005","url":null,"abstract":"Under English law, direct shareholders are considered to have a joint interest in the privileged materials of their subsidiaries. However, for reasons of policy, this same right has been denied to indirect shareholders. This distinction, and so the current law on joint interest privilege, fails to take into account the complexity of contemporary corporate structures and the dynamics of modern shareholder litigation. Given the trend of increasing shareholder litigation, it is a matter of time until the common law is found wanting and the rights of an indirect shareholder to the inspection of the privileged material of its subsidiary are limited unfairly. It is this article’s contention that indirect shareholders should be given limited rights to inspection of the privileged materials of their subsidiaries and the denial of such rights should not be waived away by the blunt instrument of policy. Instead, it proposes a new model based on a rebuttable presumption that the materials of a company are privileged against indirect shareholders unless they can demonstrate ‘good cause’ in line with well-defined criteria. It is hoped this model will provide greater legal certainty to this area and ensure a more robust foundation for so important a legal right.\u0000Law of privilege, shareholder litigation, shareholder rights, indirect shareholders, joint interest, subsidiaries, ‘good cause’","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"1 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76200712","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}

{"title":"Nominee Directors: Caught Between the Devil and the Deep Blue Sea","authors":"","doi":"10.54648/bula2022006","DOIUrl":"https://doi.org/10.54648/bula2022006","url":null,"abstract":"A nominee director stands somewhat apart from the other directors by virtue of having been nominated by a shareholder, or other stakeholder of the company, to represent the shareholder’s particular interest. Nominee directors are de jure directors of the companies to whose board they have been appointed. They are not a distinct class of directors and they owe the same duties to the company as other directors, whilst at the same time, representing through expectation of loyalty or legal duty, the interests of the appointer. The difficulty that arises for a nominee director is that in the eyes of the law they are treated like any other director, but there is usually an expectation that they will act with some awareness of their appointer’s interest. This article discusses the role of the nominee director with a particular focus on the English and Cayman Islands legal position.\u0000Nominee directors, English and Cayman Islands legal position, duties, conflict of interest","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"19 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"86443464","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}

{"title":"A study on the Financial Consumer Protection Act and the possibility of granting liability for damages to large GA","authors":"Byeong-gyu Choi","doi":"10.24886/blr.2021.12.35.4.9","DOIUrl":"https://doi.org/10.24886/blr.2021.12.35.4.9","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"77 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76296100","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}

{"title":"Highlights of Nigeria’s Federal Competition and Consumer Protection Act 2018: An Overview","authors":"D. O. Adetoro","doi":"10.54648/bula2021041","DOIUrl":"https://doi.org/10.54648/bula2021041","url":null,"abstract":"The Federal Competition and Consumer Protection Act 2018 (FCCPA) was eventually signed into law in April 2019 and same is to be known as the Federal Competition and Consumer Protection Act. The Act repealed the Consumer Protection Act, Cap. 25, laws of the Federation of Nigeria, 2014 and established the Federal Competition and Consumer Protection Commission (FCCPC) and the Competition and Consumer Protection Tribunal for the development and promotion of fair, efficient and competitive markets in the Nigerian economy. This prized enactment came after a painstaking drafting process, which was saddled with many drafts, seminars, debates, and ‘behind-the-scenes maneuvers’. It remains to be seen whether it is now respite to the consumers or yet another regulatory hype. (There are yet to be any real judicial proceedings in this matter save for some administrative measures that have been taken in recent times.) Consumer Protection, competition law, Nigeria, commercial transactions, Federal Competition and Consumer Protection Act.","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"32 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87721166","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}

{"title":"Sustainability of Environmental, Social and Governance The Sustainability of Environmental, Social and Governance (ESG) Reporting in the US and the UK","authors":"Peter Yeoh","doi":"10.54648/bula2021038","DOIUrl":"https://doi.org/10.54648/bula2021038","url":null,"abstract":"Regardless of the controversy over the impact of environmental, social and governance (ESG) issues on the fates or fortunes of business corporations, calls whether from policymakers (I. Mirza, ‘Congress a step closer to making corporate ESG disclosure mandatory’ (2021), JD Supra, 28 June 2021, https://www.jdsupra.com/legalnews/congress-a-step-closer-tomaking- 9721287/ (accessed 8 Aug. 2021), social advocates (J. Jaeger, ‘Activist investor win at ExxonMobil should be wake-up call for companies’ (2021), Compliance Week, 15 June 2021, https://www.complianceweek.com/boards-andshareholders/ activist-investor-win-at-exxonmobil-should-bewake- up-call-for-companies/30475.article (accessed 8 Aug. 2021), and from businesses itself (A. Murray & K. Dunn, ‘CEOs are calling for more regulation-of ESG standards’, Fortune, 12 August 2021, https://fortune. com/2021/08/12/ceos-are-calling-for-more-regulationof-esgstandards/ (accessed 12 Aug. 2021), are increasingly made throughout the course of the present COVID-19 pandemic cycle for regulatory actions (C.A. Adams & S. Abhayawansa, ‘Connecting the COVID-19 pandemic, environmental, social and governance (ESG) investing and calls for “harmonisation” of sustainability reporting’, Critical Perspectives on Accounting, https://doi.org/10.1016/j.cpa. 2021.10230908/08/21 (accessed 9 Aug. 2021). Various facets of the COVID-19 pandemic have been blamed for their impacts on the lives and livelihoods of people across the world (OECD, ‘Coronavirus: The world economy at risk’ (2020), OECD Interim Economic Assessment (2 Mar. 2020), https://www.oecd.org/berlin/publikationen/Interim- Economic-Assessment-2-March-2020.pdf (accessed 8 Aug. 2021), including those in the US and the UK, but equally business corporations (E. Reicin, ‘Businesses should be held accountable for their ESG claims’ (2021), Forbes (23 Mar. 2021), https://www.forbes.com/sites/forbesnonprofitcouncil/ 2021/03/23/businesses-should-be-held-accountable-for-theiresg- claims/?sh=67265fd25679 (accessed 8 Aug. 2021) and governments (K.P. Pucker, ‘Overselling sustainability reporting’ (2020), Harvard Business Review, May–June 2020, https://hbr.org/2021/05/overselling-sustainability-reporting (accessed 8 Aug. 2021) have also been blamed for their respective failures to do their parts in addressing ESG challenges that have become more prominent.\u0000Trust law, commercial trust, evolution of the role of a trustee, rule of law, whether a commercial trust is in the essence of a trust","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"10 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"89499806","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}

{"title":"The Influence of Game Theory in HM Revenue and Customs’ Choice of Civil or Criminal Enforcement","authors":"James Marson, Hamza Khan","doi":"10.54648/bula2021039","DOIUrl":"https://doi.org/10.54648/bula2021039","url":null,"abstract":"This article outlines the method by which self-employed individuals assess and fulfil their income tax obligations. The civil and criminal investigative powers available to Her Majesty’s Revenue and Customs (HMRC) are analysed, adopting a comparative approach, following which we present an application of game theory in determining the strategy for the most advantageous options available to both the taxpayer and HMRC for payment and recovery, respectively. Game theory provides an explanation for the conscious and purposeful decision-making of competing parties, based often on incomplete information and/or the intentions of the parties. This is particularly apt given the nature of the self-assessment tax regime in England and Wales with the choice of the taxpayer to fairly and honestly disclose their income and the tax to be paid, and equally HMRC with its choice to accept or challenge the details in the taxpayer’s return. As such, we use game theory as a means for determining optimal behaviours in difficult circumstances.\u0000Criminal and civil enforcement, Fraud, Game theory, HMRC, Tax returns.","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"65 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"91033744","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}

{"title":"The Controversy of Executive Remuneration: Pay Ratios and Other Approaches","authors":"Demetra Arsalidou, Clément Labi","doi":"10.54648/bula2021040","DOIUrl":"https://doi.org/10.54648/bula2021040","url":null,"abstract":"The regulation of executive pay needs a radical rethinking. Due to the current emphasis on the consequences of the pandemic on companies, and the calls for fairer pay designs, increased scrutiny of pay, pay gap reporting and accompanying narratives is inevitable. Adopting a clear policy on pay can prove a solid tool in promoting positive perceptions and encouraging a persuasive response to any adverse scrutiny of pay issues. Yet, regulating executive pay is a balancing act. Societies and the law must preserve companies’ freedom to decide their own executives’ pay whilst safeguarding fairness within pay structures. Clearly, in making laws on executive pay, governments in western economies must accommodate for many conflicting policy views and variables: whether to allow company boards to exercise their powers of management free of (further) government limitation, or to extend regulation in order to tackle the general public’s concern over executive greed and unethical pay structures.\u0000Criminal and civil enforcement, Fraud, Game theory, HMRC, Tax returns.","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"19 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76783282","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}

{"title":"Beneficial Ownership and Corporate Governance in Ghana","authors":"Gertrude Amorkor Amarh","doi":"10.54648/bula2021042","DOIUrl":"https://doi.org/10.54648/bula2021042","url":null,"abstract":"One of Ghana’s most recent innovations in corporate law is the introduction of a statutory beneficial ownership disclosure regime. This article explores the contribution of the regime to corporate governance in Ghana. The article examines whether the disclosure regime would in any way enhance the relationship among the various stakeholders in both listed and private companies. It is argued that while the newly introduced statutory disclosure regime is likely to contribute towards promoting good corporate governance of companies in Ghana, that alone may be insufficient to protect the interests of a company’s stakeholders in the absence of other safeguards.\u0000Ghana, beneficial ownership disclosure, corporate governance, Act 992, Act 920, financial and economic crimes, central register, anti-money laundering, abuse of the corporate form","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"25 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2021-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"78244430","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}