{"title":"Regulating close companies in Corporate Law","authors":"D. Milman","doi":"10.1177/1473779517732722","DOIUrl":"https://doi.org/10.1177/1473779517732722","url":null,"abstract":"Close companies are the majority constituency in the corporate population across the globe. Yet little attempt has been made by corporate law systems explicitly to legislate for them. This is particularly so in the United Kingdom, where the courts have assumed the role of providing a customized corporate law regime for such entities. The Duomatic principle of unanimous assent, which is used to whitewash procedural irregularity, is the paradigm in this respect. This article reviews judicial attitudes in the common law world in this regard and evaluates the pros and cons of converting a globally recognized common law principle into a statutory statement of the law. It also considers the wider merits/demerits of a discrete regulatory framework for close companies and private companies in general.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"198 - 215"},"PeriodicalIF":0.0,"publicationDate":"2017-09-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779517732722","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41318775","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":"Disclosure of beneficial ownership of companies in Hong Kong","authors":"J. Ho","doi":"10.1177/1473779517731749","DOIUrl":"https://doi.org/10.1177/1473779517731749","url":null,"abstract":"In early 2017, the Financial Services and the Treasury Bureau of Hong Kong conducted a consultation and proposed to put in place a regime under its Companies Ordinance to enhance the transparency of beneficial ownership of companies by requiring them to publish the names of their ultimate owners on company registers in an effort to meet prevailing international standards to combat money laundering and terrorist financing. The consultation conclusion was published in April 2017 which stated that based on the overall support for the proposed legislation, it seeks to introduce such regime by late 2017. This article is written against such background and highlights the rationales for Hong Kong in introducing such a law. In doing so, the article will make reference to the United Kingdom and Singapore which have also recently implemented a similar regime under their company law.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"251 - 268"},"PeriodicalIF":0.0,"publicationDate":"2017-08-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779517731749","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49435249","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":"Promoting transparency","authors":"E. Abuya","doi":"10.1177/1473779517694534","DOIUrl":"https://doi.org/10.1177/1473779517694534","url":null,"abstract":"The right of access to information (ATI) is fundamental to any country that is governed by the rule of law. Indeed, there is a link between transparency and good governance, on the one hand, and ATI, on the other hand. The Constitution of Kenya recognizes this key entitlement. But Parliament was yet to pass comprehensive domestic law that would regulate this fundamental right. Notwithstanding this ‘gap’, courts have engaged with applications seeking information. Efforts by judges to flesh out the constitutional provision have led to the development of jurisprudence in this area of law in Kenya. This article shows that, while courts have made significant steps to operationalize the right of ATI in the country, basic legal steps have to be taken for this right to enjoyed fully. To conclude, the article makes specific recommendations.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"112 - 139"},"PeriodicalIF":0.0,"publicationDate":"2017-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779517694534","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42868591","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":"Performance-enhancing drugs, sport and corporate governance—Lessons from an Australian football club","authors":"M. Nichol, M. Duffy","doi":"10.1177/1473779517692487","DOIUrl":"https://doi.org/10.1177/1473779517692487","url":null,"abstract":"Performance-enhancing or ‘supplements’ usage in sport presents a challenge for sporting clubs and leagues internationally and is, in large part, a legal and governance issue. The authors argue that the increasing commercialization of sport points to the conclusion that it is better that corporate governance has a significant role to play in modern sporting clubs in avoiding such problems. The recent experience of the Essendon Australian Rules Football Club is examined at some length as are the corporate governance practices of other Australian Football League clubs. The article concludes with recommendations for improvements to corporate governance practice in sporting clubs, including increased use of independent directors and board subcommittees.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"111 - 83"},"PeriodicalIF":0.0,"publicationDate":"2017-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779517692487","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44273084","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 ill-informed","authors":"E. Cave","doi":"10.1177/1473779517709452","DOIUrl":"https://doi.org/10.1177/1473779517709452","url":null,"abstract":"Affirming the doctrine of informed consent, the UK Supreme Court in Montgomery v Lanarkshire HB belatedly followed the Australian decision of Rogers v Whitaker, decoupling the duty to inform patients about the material risks of medical treatment from Bolam. The underlying commitment to patient autonomy coincides with a wider body of medical law that protects the right of capacitous adult patients to make treatment decisions, even if others consider those decisions bizarre and even if they will cause the patient serious harm. It is seemingly anomalous, therefore, that the Supreme Court in Montgomery referred to a ‘therapeutic exception’ (TE), as this suggests an underlying paternalistic approach. Contrary to this view, international examples suggest that a TE does not necessarily conflict with commitment to patient autonomy. In some countries, the exception mitigates the effects of a broadly objective test of materiality by enabling clinicians in exceptional circumstances to protect the autonomy interests of the particular patient. In others, it protects those incapable of an autonomous decision from harm. In England and Wales, however, alternative mechanisms can be interpreted to protect such patients from harm. On this basis, it is argued that the TE is obfuscatory, unnecessary and unjustified.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"140 - 168"},"PeriodicalIF":0.0,"publicationDate":"2017-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779517709452","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47925074","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":"Jostling for a larger piece of the (class) action","authors":"R. Gamble","doi":"10.1177/1473779516677212","DOIUrl":"https://doi.org/10.1177/1473779516677212","url":null,"abstract":"Both third-party litigation funders and plaintiff lawyers have attempted to improve their competitive positions in the class action market. First, in an environment with very little regulation, litigation funders have sought court approval for the introduction of a ‘common fund’ that would dramatically tilt the cost-benefit calculus in favour of the funder, providing them with far greater certainty about the risks involved in funding a particular action. Second, entrepreneurial lawyers have tested some questionable strategies designed to circumvent the prohibition on lawyers charging contingency fees. To date, neither has succeeded but their efforts have prompted discussion about the way class action litigation should be funded, who should be allowed to fund it and the need for greater regulation.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"20 - 3"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779516677212","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42763797","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":"Practical benefit rides again","authors":"M. Burton","doi":"10.1177/1473779516689074","DOIUrl":"https://doi.org/10.1177/1473779516689074","url":null,"abstract":"This case note comments on a recent English Court of Appeal judgment departing from the pre-existing duty rule in contract law found in Foakes v Beer and extending the concept of practical benefit as good consideration to this situation. The note addresses the questions of precedent, the nature of the purported benefit in pre-existing duty situations, its relationship with the vitiating factor of economic duress and the future of the doctrine of promissory estoppel. The note argues that the Court of Appeal’s method of sidestepping recent Court of Appeal decisions upholding Foakes v Beer is open to question, that the Court of Appeal failed to consider the relationship between practical benefit and economic duress and that the future of the doctrine of promissory estoppel is in doubt.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"69 - 80"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779516689074","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41599609","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":"Distribution of intestate estates in non-traditional families","authors":"K. O’Sullivan","doi":"10.1177/1473779516677007","DOIUrl":"https://doi.org/10.1177/1473779516677007","url":null,"abstract":"The rules governing the distribution of an intestate estate applied pursuant to s. 46 of the Administration of Estates Act 1925 as amended by s. 1 of the Inheritance and Trustee’s Powers Act 2014 ensure very generous provision for surviving spouses in England and Wales. However, notwithstanding the merits of such provision, the extent to which the regime strikes an appropriate balance in distributing such an estate, in particular between the surviving spouse and a deceased’s children from a former relationship, if present, appears somewhat dubious. The first part of this paper briefly positions the intestacy regime adopted in England and Wales in an international context, placing a special emphasis on the protection afforded to the interests of a deceased’s children from a former relationship in a number of different jurisdictions. The next part critiques the arguments recently advanced by the Law Commission for England and Wales against reform in this area and argues that such reform is, in fact, warranted. On this basis, the final part presents a novel proposal for consideration.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"21 - 41"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779516677007","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46280932","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":"Convergence between Australian common law and English common law","authors":"Man Yip, Yihan Goh","doi":"10.1177/1473779516682445","DOIUrl":"https://doi.org/10.1177/1473779516682445","url":null,"abstract":"This note discusses the High Court of Australia decision of Paciocco v Australia and New Zealand Bank Group Limited on the rule against penalty clauses and situates its importance in light of the UK Supreme Court decision of Cavendish Square Holding BV v Talal El Makdessi and Beavis v ParkingEye Ltd. It compares the analytical frameworks laid down in the two cases and points out some unresolved issues in this area of law even following these cases.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"46 1","pages":"61 - 68"},"PeriodicalIF":0.0,"publicationDate":"2017-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779516682445","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49527242","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 Heil v Rankin approach to law-making","authors":"D. Campbell","doi":"10.1177/1473779516676442","DOIUrl":"https://doi.org/10.1177/1473779516676442","url":null,"abstract":"In a remarkably frank paper, Professor Andrew Burrows has shed some light on the process by which awards for non-pecuniary loss in personal injury cases were uplifted in Heil v Rankin, a process in which he played a leading role as a Law Commissioner. In apparent disregard of the criticisms to which this process has been subjected, Burrows regards it as an example of a valuable ‘methodology’ of common law law reform. These criticisms are reviewed in this paper and to them is added a criticism of the concept of ‘normal decision-making’ by the courts that is the basis of Burrows’ views. Heil v Rankin was far from normal decision-making, but in this it was merely of a piece with all awards of damages for non-pecuniary loss, for such damages have no grounding in the common law adjudication of awards of compensation. The further development in Simmons v Castle of the judicial legislation effected in Heil v Rankin is also considered.","PeriodicalId":87174,"journal":{"name":"Common law world review","volume":"45 1","pages":"340 - 365"},"PeriodicalIF":0.0,"publicationDate":"2016-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1177/1473779516676442","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"65634277","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}
求助内容：
应助结果提醒方式：
京公网安备 11010802042870号
