Pub Date : 2023-03-31DOI: 10.24886/blr.2023.03.37.1.125
Ju-hyun Namgung
{"title":"A Study on the Legal Effect of Disguised Capitalization","authors":"Ju-hyun Namgung","doi":"10.24886/blr.2023.03.37.1.125","DOIUrl":"https://doi.org/10.24886/blr.2023.03.37.1.125","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"61 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"77930081","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}
Pub Date : 2023-03-31DOI: 10.24886/blr.2023.03.37.1.93
A. Choi
{"title":"How to Response to Extend or Pay","authors":"A. Choi","doi":"10.24886/blr.2023.03.37.1.93","DOIUrl":"https://doi.org/10.24886/blr.2023.03.37.1.93","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"141 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74903012","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}
Pub Date : 2023-03-31DOI: 10.24886/blr.2023.03.37.1.53
Taejoon Ahn
{"title":"Research on the Enlightened Shareholder Value Theory under the UK Companies Act - In Search of the Provisions of the Director’s Duty and the Disclosure Mechanism Suitable for the ESG Management -","authors":"Taejoon Ahn","doi":"10.24886/blr.2023.03.37.1.53","DOIUrl":"https://doi.org/10.24886/blr.2023.03.37.1.53","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"19 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-03-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"75505269","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}
Pre-emptive rights are legal relationships either created by a statute or through a contract. By the exercise of these rights, priority is given to the right holder over and above others as regards the potential acquisition of the relevant subject matter. Only upon refusal by such right holder, is this opportunity given to a third party to negotiate. In India, the statutory pre-emptive rights of a shareholder in a company have been recognized statutorily through the Companies Act, 2013, as well as by the extant security exchange laws. Whereas, in the case of contractual pre-emptive rights, they are enforced as per the Indian Contract Act, 1872. As per the statutorily recognized pre-emptive rights, the rights are held by the shareholders of a corporation by virtue of which additional shares shall not be issued by the company to a third party, without the shares first being offered to all its existing shareholders. In the case of the contractual pre-emptive rights, they are, typically, an arrangement between the shareholders of the corporation that, in the case of transfer of shares, the exiting shareholder shall first offer those shares to the non-exiting one. It leads to great confusion for many, as the context in which the term is used statutorily and contractually varies to a great degree. Through this article, an attempt is made to discuss the concept of pre-emptive rights in a company, its statutory and contractual presence in companies regulated as per the laws of India and review judicial developments and understand its relevance in today’s time. Rights Issue, Companies, Public Company, Private Company, Indian Companies Act, 2013, Indian Contract Act, 1872, Pre-emptive Rights, Statutory Pre-emptive Rights, Contractual Pre-emptive Rights, Right of First Refusal, Right of First Offer
{"title":"Pre-emptive Rights of Shareholders: An Indian Perspective","authors":"K. Ritika","doi":"10.54648/bula2023002","DOIUrl":"https://doi.org/10.54648/bula2023002","url":null,"abstract":"Pre-emptive rights are legal relationships either created by a statute or through a contract. By the exercise of these rights, priority is given to the right holder over and above others as regards the potential acquisition of the relevant subject matter. Only upon refusal by such right holder, is this opportunity given to a third party to negotiate.\u0000In India, the statutory pre-emptive rights of a shareholder in a company have been recognized statutorily through the Companies Act, 2013, as well as by the extant security exchange laws. Whereas, in the case of contractual pre-emptive rights, they are enforced as per the Indian Contract Act, 1872.\u0000As per the statutorily recognized pre-emptive rights, the rights are held by the shareholders of a corporation by virtue of which additional shares shall not be issued by the company to a third party, without the shares first being offered to all its existing shareholders.\u0000In the case of the contractual pre-emptive rights, they are, typically, an arrangement between the shareholders of the corporation that, in the case of transfer of shares, the exiting shareholder shall first offer those shares to the non-exiting one.\u0000It leads to great confusion for many, as the context in which the term is used statutorily and contractually varies to a great degree. Through this article, an attempt is made to discuss the concept of pre-emptive rights in a company, its statutory and contractual presence in companies regulated as per the laws of India and review judicial developments and understand its relevance in today’s time.\u0000Rights Issue, Companies, Public Company, Private Company, Indian Companies Act, 2013, Indian Contract Act, 1872, Pre-emptive Rights, Statutory Pre-emptive Rights, Contractual Pre-emptive Rights, Right of First Refusal, Right of First Offer","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"22 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"84146238","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 Dog With No Name","authors":"David Flint","doi":"10.54648/bula2023007","DOIUrl":"https://doi.org/10.54648/bula2023007","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"62 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82262972","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}
With this article, the author intends to outline a systematic framework of the long-standing issue relating to the delicate relationship between innovative start-ups and the (different) insolvency procedures. First, the report attempts to provide the subjective and objective elements by which a start-up can actually be framed as ‘innovative’. Secondly, the article analyses the successive regulations on insolvency matters aimed – sometimes at inclusion, sometimes at exemption – at regulating the procedures that can be carried out voluntarily by the innovative startup or those to which, in any case, it shall be subjected. In the following, the author tries to highlight the case law framework in fieri that occurred in the context of insolvency in relation to the aforementioned companies. Finally, the article, analysing some of the recent rulings occurred, attempts to represent the state of the art of the quaestio iuris and how this may affect the application of the new provisions on insolvency matters, governed by the new Corporate Crisis and Insolvency Code (breviter, CCII). Innovative start-ups, bankruptcy, objective and subjective requirements, five-year term
{"title":"Start-ups to the Test of the New Italian Crisis and Insolvency Code","authors":"Marina Spiotta","doi":"10.54648/bula2023003","DOIUrl":"https://doi.org/10.54648/bula2023003","url":null,"abstract":"With this article, the author intends to outline a systematic framework of the long-standing issue relating to the delicate relationship between innovative start-ups and the (different) insolvency procedures. First, the report attempts to provide the subjective and objective elements by which a start-up can actually be framed as ‘innovative’. Secondly, the article analyses the successive regulations on insolvency matters aimed – sometimes at inclusion, sometimes at exemption – at regulating the procedures that can be carried out voluntarily by the innovative startup or those to which, in any case, it shall be subjected. In the following, the author tries to highlight the case law framework in fieri that occurred in the context of insolvency in relation to the aforementioned companies. Finally, the article, analysing some of the recent rulings occurred, attempts to represent the state of the art of the quaestio iuris and how this may affect the application of the new provisions on insolvency matters, governed by the new Corporate Crisis and Insolvency Code (breviter, CCII).\u0000Innovative start-ups, bankruptcy, objective and subjective requirements, five-year term","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"30 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90344546","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}
Recent case law in the UK courts has established the possibility for the parent companies of multi-national corporations to hold liability in tort negligence for harms caused by their foreign based subsidiaries. The UK’s approach – a general duty of care for cross-border torts – is noteworthy in that it has developed organically through the common law. One possible tension this duty raises, may be with established principles of company law, affirmed at common law. By comparison, European neighbours such as France, Switzerland and Germany, have addressed the same issue of corporate accountability by developing statutory regulatory regimes which utilize due diligence obligations reflective of the recent trend toward international accountability standards, such as the UN Guiding Principles for Business and Human Rights (UNGPs) of the late John Ruggie. This work serves as an in-depth investigation for scholars of tort law, company law, private international law, and human rights, who are interested in understanding this rapidly developing area of practice from an English perspective. This work is offered in two parts. This second part offers an overview of UK statutory and case law as it may relate to parent company liability. A critical analysis of recent case law, seeks to understand the characteristics of parent company liability, as developed by the Courts in securing fair remedy for corporate misfeasance. With reference to comparative regimes observed in the aforementioned neighbouring European countries, this work further considers what limitations the current law has, and what benefits could be realized through the introduction of reporting requirements. Parent Company, Corporate Groups, English Company Law, Human Rights Due Diligence, UNGPs, Okpabi, Vedanta, Mass Torts, Supply Chain Liability, Limited Liability
{"title":"Part II: Parent Company Liability and the Idea of Statutory Due Diligence","authors":"Gregory Chilson","doi":"10.54648/bula2023006","DOIUrl":"https://doi.org/10.54648/bula2023006","url":null,"abstract":"Recent case law in the UK courts has established the possibility for the parent companies of multi-national corporations to hold liability in tort negligence for harms caused by their foreign based subsidiaries. The UK’s approach – a general duty of care for cross-border torts – is noteworthy in that it has developed organically through the common law. One possible tension this duty raises, may be with established principles of company law, affirmed at common law. By comparison, European neighbours such as France, Switzerland and Germany, have addressed the same issue of corporate accountability by developing statutory regulatory regimes which utilize due diligence obligations reflective of the recent trend toward international accountability standards, such as the UN Guiding Principles for Business and Human Rights (UNGPs) of the late John Ruggie.\u0000This work serves as an in-depth investigation for scholars of tort law, company law, private international law, and human rights, who are interested in understanding this rapidly developing area of practice from an English perspective. This work is offered in two parts. This second part offers an overview of UK statutory and case law as it may relate to parent company liability. A critical analysis of recent case law, seeks to understand the characteristics of parent company liability, as developed by the Courts in securing fair remedy for corporate misfeasance. With reference to comparative regimes observed in the aforementioned neighbouring European countries, this work further considers what limitations the current law has, and what benefits could be realized through the introduction of reporting requirements.\u0000Parent Company, Corporate Groups, English Company Law, Human Rights Due Diligence, UNGPs, Okpabi, Vedanta, Mass Torts, Supply Chain Liability, Limited Liability","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"38 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"83449330","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}
This article examines current thinking on geopolitics and its implications for businesses. It will also explore response options for businesses, including accountability implications for board members. Geopolitics, businesses, business strategy, risk management
{"title":"Geopolitics: Rising Global Risks for Businesses","authors":"Peter Yeoh","doi":"10.54648/bula2023001","DOIUrl":"https://doi.org/10.54648/bula2023001","url":null,"abstract":"This article examines current thinking on geopolitics and its implications for businesses. It will also explore response options for businesses, including accountability implications for board members.\u0000Geopolitics, businesses, business strategy, risk management","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"99 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2023-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81402603","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}
Pub Date : 2022-12-31DOI: 10.24886/blr.2022.12.36.4.9
Chul-Song Lee
{"title":"Legal Liabilities for the Abusive Governmental Regulations on the Enterprises","authors":"Chul-Song Lee","doi":"10.24886/blr.2022.12.36.4.9","DOIUrl":"https://doi.org/10.24886/blr.2022.12.36.4.9","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"65 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90937933","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}
Pub Date : 2022-12-31DOI: 10.24886/blr.2022.12.36.4.69
Myoung-Ah Kim
{"title":"A Study on the Legislation for Big Data Utilization in Korea","authors":"Myoung-Ah Kim","doi":"10.24886/blr.2022.12.36.4.69","DOIUrl":"https://doi.org/10.24886/blr.2022.12.36.4.69","url":null,"abstract":"","PeriodicalId":42005,"journal":{"name":"AUSTRALIAN BUSINESS LAW REVIEW","volume":"120 1","pages":""},"PeriodicalIF":0.4,"publicationDate":"2022-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"74311046","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}
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