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).

Basic Principles of Civil Law in China

Abstract: This is an abridged translation of the principal Chinese textbook on civil law, which was published as part of the restructuring of China's legal system following the Third Plenum of the Chinese Communist Party in late 1978. Because the closest thing China has to a civil code - the General Provisions of Civil Law enacted in 1986 - is very incomplete, this treatise is an authoritative source on the subject. "Basic Principles of Civil Law in China" translates those portions of the Chinese text that are likely to be most useful for foreigners dealing with China, such as material on contracts, torts, joint-ventures, negotiable instruments and technology transfer. It also contains general material on such matters as agency and partnership, the general principles of juristic persons, and statutes of limitations.

Non-Profit Organizations as Investor Protection: Economic Theory, and Evidence from East Asia

Abstract: Enforcement problems plague shareholder activism and investor protection in many parts of the world. The importance of solving this problem has led scholars to consider a range of partial alternatives to weak domestic corporate law enforcement regimes, ranging from writing “self enforcing” corporate laws to using cross listings on foreign stock exchanges as a means of bonding firms to higher quality enforcement. The recent experience of the three largest capitalist market economies of East Asia suggests that there is another partial solution to the problem of weak investor protection and corporate law enforcement, one that has received no theoretical or empirical attention—the nonprofit organization. This partial solution emerges from a puzzle at the center of contemporary East Asian corporate governance. With the possible exception of the government itself, nonprofit organizations (NPOs) have emerged as the most important corporate law enforcement agents in Korea, Japan and Taiwan. In each system, an NPO holding a portfolio of shares is engaged directly in the exercise of shareholders’ rights to combat corporate fraud and mismanagement, and to improve the investor protection climate. In numerous instances, these organizations have won significant court victories or settlements against management. This development is puzzling because the defining characteristic of an NPO is the nondistribution constraint. That is, while nonprofits are not prohibited from making profits, they are prohibited from distributing them to their owners. Why are three organizations operating within the nondistribution constraint—rather than institutional investors or individual shareholders represented by plaintiffs’ attorneys—the principal shareholder activists cum corporate law enforcement agents in this region? This paper analyzes the role of NPOs in East Asian corporate governance, and applies economic theory on the existence of nonprofits as suppliers of public goods (along with several complementary theories) to explain the rise of NPOs as suppliers of investor protection in the region. The paper also examines the academic and policy implications of the East Asian experience. Academically, the NPO as a corporate law enforcement mechanism is a highly distinctive illustration of functional convergence in corporate governance: several societies have spontaneously generated substitutes for the attorney-oriented incentive mechanisms relied upon in the United States to enhance investor protection. Yet each NPO displays its own unique structure and strategy, differences that can be tied directly to the distinct domestic legal and political structures in which they operate. At the level of law reform, for transition economies the NPO has several advantages as a corporate law enforcement device, particularly in societies reluctant or unable to transplant the U.S. “attorney as bounty hunter” model of law enforcement. First, the nondistribution constraint inherent in the NPO form provides a built-in check on frivolous litigation. Second, shareholder activist NPOs seek to use and improve local law enforcement institutions, while most of the alternatives discussed in the literature involve abandoning weak local enforcement regimes.

Retaliation: Agency Theory and Gaps in the Law

Abstract: This paper will explore the application of agency theory, the view that the principal is responsible for the actions of his agent, to the law of retaliation in sexual harassment cases. In the law the agency principle is sometimes known as the doctrine of respondeat superior. This doctrine has been used in sexual harassment cases, most frequently in hostile environment cases, but also in quid pro quo cases. The question addressed in this paper is, "Can the principle of respondeat superior be applied to issues of retaliation where the retaliation in question is not conducted by an employer, directly, but indirectly through the actions of a co-worker who had been accused of sexual harassment?" Section 704 (a) of Title VII of the Civil Rights Act of 1964 in part reads as follows: "It shall be an unlawful practice for an employer to discriminate against any of its employees or applicants for employment...because he has opposed any practice, made an unlawful employment practice by this title, or because he has made a charge, testified, assisted, or participated in any manner in any investigation, proceeding, or hearing under this title." The language seems clear enough, but what of a circumstance in which a harassing fellow employee uses tactics which are plainly retaliatory, except that they are conducted by the employee, not the employer, but the employer does nothing to curb the retaliatory behavior? Does this mean that an earlier victim of sexual harassment must now be the victim of retaliation? In the enforcement of Title VII, does the employer have a responsibility to bring the wayward harasser to tow? This paper will lay out the broad outlines of retaliation from a legal perspective, examine some applications of respondeat superior in sexual harassment law and finally suggest gaps in the law wherein this principle may be applied in cases of retaliation following sexual harassment claims. Our examination will also include retaliation against supporting fellow employees of a victim. Agency Theory The name used for the concept in the law that we normally associate with agency theory is the term, respondeat superior. It is the name given to the idea that the principal is responsible for the acts of his agent when the agent is acting within the scope of his employment. In common law, "a master is liable for the tortuous acts of his servant if the agency relationship aids the servant in accomplishing the tort."[1] Agency theory has been around at least since Blackstone. In sexual harassment cases this concept is sometimes distinguished from "strict liability." Where respondeat superior relies on "constructive knowledge" of an event in which the principal "knew or should have known" of its occurrence, strict liability holds the principal responsible without regard to the question of constructive knowledge, but only with respect to the factual nature of the event. Strict liability has emerged more recently and derives from the desire to hold manufacturers responsible for defective or harmful products in product liability cases. Of strict liability: Prime consideration under this doctrine is the character of the product, not the conduct of the defendant. Many considerations germane to other areas of the law of product liability, such as negligence, contributory negligence, privity, disclaimer, or limitation of liability, may be irrelevant to strict liability.[2] At one level it appears that respondeat superior and strict liability are the same in that the principal is responsible for the acts of his agent. At another level, if the following facts are established; did A work for B?, did the event occur?, and did harm result?, then strict liability applies. In sexual harassment literature the terms sometimes employed in this discussion are vicarious liability and constructive knowledge, where the former is treated as identical with strict liability and the latter is treated as identical with respondeat superior. …

Maintenance of Capital

Abstract: The principal concern of the law in this area is that the company should get full value for the shares it issues and that having received the money, that money should be kept within the company. Because the members of a company are in control of it, they could make the company transfer all its assets to them. In particular, therefore, money should not be returned to the members of the company, leaving the creditors with an empty shell to rely on when their bills are due to be paid. In this area the original common law rules have, to a considerable extent, been overtaken by statutory rules, many of them introduced by the Companies Acts 1980 and 1981 as a direct result of the European Community’s company law harmonisation programme. These rules are now part of the Companies Act 1985 which consolidated a number of previous Companies Acts.