Martin Petrin

Assumption of Responsibility in Corporate Groups: Chandler v Cape Plc

In Chandler v Cape plc, the Court of Appeal imposed for the first time liability on a company for a breach of its duty of care to an employee of its subsidiary. In doing so, the court laid out a new four-part test for ascertaining a parent companys responsibility for the health and safety of individuals employed by group companies. Although liability of parent companies may be justified under the right circumstances, the courts approach in Chandler is problematic in a number of ways and raises more questions than it answers.

Regulatory Analysis in Corporate Law

Drawing from recent experiences in the US, UK, and EU, this article examines regulatory analysis of corporate law policies. It suggests that regulatory analysis, as currently understood and applied in this area, suffers from severe weaknesses. The effects of proposed corporate law policies are often particularly difficult to predict and even more difficult to quantify, which negatively impacts analytical reliability. Moreover, given its nature and interconnections with politics, corporate law is less amenable to purely technocratic assessments than other areas of law. Based on three case studies, the article explores these problems. It outlines a revised ‘procedural’ view, suggesting that regulatory analysis in corporate law should be understood primarily as a process for enhancing information, transparency, and monitoring, independently from specific normative criteria. This leads to several implications. In short, regulatory analysis should combine quantified analysis with leeway for regulatory judgment and focus on increased consultation, critical engagement, review, and transparency as the dominant guiding factors.

Reconceptualizing the Theory of the Firm - From Nature to Function

What is the “firm”? This Article revisits and explores the theory of the firm and corporate personhood and shows how the century old discourse in this area still firmly shapes how scholars, judges, and legislatures treat legal entities in corporate law, constitutional law, tort law, and criminal law, causing unnecessary complications and flawed outcomes. Traditionally, the firm is characterized as either a real entity, a fiction, or an aggregate. Conversely, the Article proposes a novel answer to the perennial question as to how to conceptualize the firm. The new approach refocuses the debate away from the nature of the firm and contends that explanations of the firm should focus on its economic and social function, purpose, and effects. It also argues that compared to current approaches, a purely functional approach, as developed in more detail in the Article, provides a more useful analytical framework to ascertain what rights and duties corporations and other legal entities should have.

Corporate Governance that ‘Works for Everyone’: Promoting Public Policies through Corporate Governance Mechanisms

ABSTRACT Corporate governance mechanisms are traditionally seen as devices for reducing agency costs between shareholders and managers in the context of private ordering. More recently, however, the UK and other governments have embraced regulations in the field of corporate governance as tools through which to impose public responsibilities on corporations. Among others, corporate governance mechanisms have been relied on to equalise wealth distribution, promote equality in the labour force, and pursue environmental goals. This article assesses the justification, utility, and efficacy of using corporate governance to promote public aims. It finds that while it may be appropriate for corporate governance mechanisms to include public goals, the current overreliance on disclosure requirements and on indirect regulation to address societal issues is misguided. Instead, the article suggests that governments should view corporate governance mechanisms with public policy goals as complementary strategies, and not as substitutes, to direct external regulation.