Principal (commercial law)

About: Principal (commercial law) is a research topic. Over the lifetime, 1579 publications have been published within this topic receiving 35379 citations. The topic is also known as: Principal (commercial law).

The World Trade Organization: Law, Practice, and Policy

Abstract: The WTO is one of the most important intergovernmental organizations in the world, yet the way in which it functions as an organization and the scope of its authority and power are still poorly understood. This comprehensively revised new edition of the acclaimed work by an outstanding team of WTO law specialists provides a complete overview of the law and practice of the WTO. The authors begin with the institutional law of the WTO (such as the sources of law and remedies of the dispute settlement system), then tackle the principal substantive obligations of the WTO regime (including tariffs, quotas, and MFN). They then move on to consider unfair trade, regional trading arrangements, and developing countries. In its final section the book deals with the consequences of globalization: firstly, where free trade is seen to be incompatible with environmental protection and, secondly, where WTO law confronts legal regimes governing issues of competition and intellectual property.

Origin of the Theory of Agency: An Account By One of the Theory's Originators

Abstract: The first scholars to propose, explicitly, that a theory of agency be created, and to actually begin its creation, were Stephen Ross and Barry Mitnick, independently and roughly concurrently. Ross is responsible for the origin of the economic theory of agency, and Mitnick for the institutional theory of agency, though the basic concepts underlying these approaches are similar. Indeed, the approaches can be seen as complementary in their uses of similar concepts under different assumptions. In short, Ross introduced the study of agency in terms of problems of compensation contracting; agency was seen, in essence, as an incentives problem. Mitnick introduced the now common insight that institutions form around agency, and evolve to deal with agency, in response to the essential imperfection of agency relationships: Behavior never occurs as it is preferred by the principal because it does not pay to make it perfect. But society creates institutions that attend to these imperfections, managing or buffering them, adapting to them, or becoming chronically distorted by them. Thus, to fully understand agency, we need both streams -- to see the incentives as well as the institutional structures. This paper describes the origin and early years of the theory, placing its development in the context of other research in this area.

Partnership and Profit-sharing in Islamic Law

Abstract: These principles governing participatory finance and joint ventures are derived from juristic sources - the four principal schools of Islamic law.

Hostile Takeovers, Corporate Law, and the Theory of the Firm

Abstract: The legal treatment of hostile takeovers1 is a central issue in the contemporary debate on corporate governance. In the 1980s, hostile takeovers came to be regarded a mechanism both for raising shareholder value and for enhancing the efficiency of the corporate system as a whole. Two main effects were imputed to hostile bids. First, the threat of an unwelcome bid served to improve the performance of incumbent managers and to align their interests more completely with those of shareholders. Secondly, hostile bids, even where they were not successful, tended to induce corporate restructurings which in turn freed up productive resources to be reallocated to more efficient uses elsewhere in the economy. In order to realize these ends, the fostering of an active market for corporate control was seen as one of the principal goals of company law. More recently, this view has been challenged by the 'stakeholder' model which sees hostile takeovers as occasions for the redistribution, rather than the generation, of wealth. The gains made by shareholders are said to accrue not from greater efficiency in the management of assets, but from income transfers made at the expense of the long-term employees, suppliers, and customers of the firm. The threat of such expropriation undermines cooperation within the productive process and thereby threatens long-run competitiveness. Views of this kind informed the adoption of 'stakeholder' or 'constituency statutes' in many United States jurisdictions in the late 1980s and early 1990s but, as yet, have had little impact on the British debate. The legal framework of corporate law broadly conceived to include not just company law but also elements of labour law, commercial law, and the law of taxation is more immediately concerned with the definition of the property rights and income streams of those with interests in or against the business enterprise, than with considerations of economic efficiency. Economic

Outside director liability

Abstract: Outside directors can fail to do a good job, sometimes spectacularly. Yet outside directors of U.S. public companies who fail to meet what we call their "vigilance duties" under corporate, securities, bankruptcy, environmental, and other laws almost never face personal liability. This paper describes the almost impenetrable windows within which outside directors may be personally liable for good faith conduct. The principal liability window is under securities law, for a seriously rich (hence worth chasing) director of an insolvent company, where damages exceed the DO barely open under securities law, but only if the firm is bankrupt -maps poorly (we argue) onto the policy factors that should inform director liability. We therefore consider whether the right policy move is toward greater liability of outside directors under corporate law, less liability under securities law, or some of both. We conclude that neither move will make a large difference in practice, given the mediating effects of insurance, indemnification, and settlement incentives. In a companion paper, Bernard Black & Brian Cheffins, Outside Director Liability and Reputational Sanctions Across Countries, we argue that a barely open liability window is likely to be a stable solution, both politically and in the D&O insurance market, and that a barely open window may strike a sensible balance between wanting directors to be aware of potential liability while wanting good candidates to neither avoid becoming directors nor to be overly risk-averse. The details of the window's shape may have only a second-order effect on director behavior.