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Research Handbook on Corporate Liability
This Research Handbook considers many aspects of corporate liability, beginning with a fundamental explanation of what the company is, through depictions of corporate liability in theory, to the key areas of liability in practice. Interdisciplinary in nature, the contributions cover corporate and participant liability under statutory law, tort and criminal law, and corporate fiduciary and securities law. Specific perspectives include those on vicarious liability in tort and its application to corporations, and accountability for AI labour.
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Critical Acclaim
Contributors
Contents
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This Research Handbook considers many aspects of corporate liability, beginning with a fundamental explanation of what the company is, through depictions of corporate liability in theory, and on to the key areas of liability in practice. While including a timeless distillation of the guiding principles, each contribution explores the emerging boundaries of corporate liability issues so as to bring understanding to new levels.
Cross-jurisdictional and interdisciplinary in nature, the contributions cover corporate and participant liability under statutory law, tort and criminal law, and corporate fiduciary and securities law. Specific perspectives include those on corporate vicarious liability, accountability for AI labour, and procedural law challenges. This Research Handbook examines not only the current state of play, but also predicts trends likely to feature in the development of corporate liability, including those in the areas of ESG and technology.
Featuring contributions from leading scholars in their respective fields, this Research Handbook will be essential reading for scholars and students of commercial law, corporate law, and corporate governance. It will also be beneficial for judges, legal practitioners, and policymakers specialising in corporate liability.
Cross-jurisdictional and interdisciplinary in nature, the contributions cover corporate and participant liability under statutory law, tort and criminal law, and corporate fiduciary and securities law. Specific perspectives include those on corporate vicarious liability, accountability for AI labour, and procedural law challenges. This Research Handbook examines not only the current state of play, but also predicts trends likely to feature in the development of corporate liability, including those in the areas of ESG and technology.
Featuring contributions from leading scholars in their respective fields, this Research Handbook will be essential reading for scholars and students of commercial law, corporate law, and corporate governance. It will also be beneficial for judges, legal practitioners, and policymakers specialising in corporate liability.
Critical Acclaim
‘This is a comprehensive, informative, and insightful Research Handbook on a topic that is of growing importance and significance to corporations faced with ever more complex legal obligations and responsibilities.''
– Colin Mayer, University of Oxford, UK
‘A must-read guide to the complex and highly impactful world of corporate liability, with contributions by leading scholars, and insights into the path of this evolving field of law and practice.’
– Brandon Garrett, Duke University, School of Law, US
– Colin Mayer, University of Oxford, UK
‘A must-read guide to the complex and highly impactful world of corporate liability, with contributions by leading scholars, and insights into the path of this evolving field of law and practice.’
– Brandon Garrett, Duke University, School of Law, US
Contributors
Contributors include: Deirdre Ahern, Jennifer Arlen, Gerlinde Berger-Walliser, Samuel W. Buell, Rachel Chambers, Martin Davies, Mihailis E. Diamantis, Joachim Dietrich, Lisa M. Fairfax, Richard Garnett, Martin Gelter, Paula Giliker, Virginia Harper Ho, Bert I. Huang, Gregory C. Keating, Ernest Lim, Joan Loughrey, Kelvin F. K. Low, Paul B. Miller, Florian Möslein, J.S. Nelson, Martin Petrin, Robert J. Rhee, Edmund Schuster, Tan Cheng Han, Wan Wai Yee, Susan Watson, Christian A. Witting
Contents
Contents:
Introduction to the Research Handbook on Corporate Liability 1
Martin Petrin and Christian A. Witting
PART I FOUNDATIONS
1 The company and its constituents 7
Susan Watson
2 Theoretical approaches to corporate liability 24
Martin Petrin
3 Corporate liability: a systems perspective 42
Christian A. Witting
PART II CORPORATE LIABILITY
4 Corporate law and statutory liability 62
Deirdre Ahern
5 Issuer liability: ownership structure and the circularity debate 82
Martin Gelter
6 Corporate criminal liability 100
Samuel W. Buell
7 Corporate tortious liability 116
Robert J. Rhee
8 Agency liability 136
Tan Cheng-Han
9 Attribution 156
Ernest Lim
PART III PERSONAL LIABILITY
10 Directors’ and officers’ liability under securities laws 174
Lisa M. Fairfax
11 Evolution of director oversight duties and liability under Caremark:
using enhanced information-acquisition duties in the public interest 194
Jennifer Arlen
12 Fiduciary liability and business judgment 222
Paul B. Miller
13 Review of directors’ business judgments 238
Joan Loughrey
14 Joint liability 257
Joachim Dietrich
PART IV VICARIOUS LIABILITY AND EXTENDED LIABILITY
15 Vicarious liability and corporations 275
Paula Giliker
16 Toward corporate group accountability 294
Virginia Harper Ho, Gerlinde Berger-Walliser and Rachel Chambers
17 Liability in the shipping industry 317
Martin Davies
18 Enterprise liability 332
Gregory C. Keating
PART V THE CLAIMS PROCESS
19 Overlapping remedies 353
Bert I. Huang
20 Jurisdiction and corporations: identifying an international standard 367
Richard Garnett
PART VI THE FUTURE OF CORPORATE LIABILITY
21 The future of corporate criminal liability in the ESG space 389
J.S. Nelson
22 Towards corporate digital responsibility 411
Florian Möslein
23 Accountability for AI labor 436
Mihailis E. Diamantis
24 The company and blockchain technology 449
Kelvin F.K. Low, Edmund Schuster and Wan Wai Yee
Index
Introduction to the Research Handbook on Corporate Liability 1
Martin Petrin and Christian A. Witting
PART I FOUNDATIONS
1 The company and its constituents 7
Susan Watson
2 Theoretical approaches to corporate liability 24
Martin Petrin
3 Corporate liability: a systems perspective 42
Christian A. Witting
PART II CORPORATE LIABILITY
4 Corporate law and statutory liability 62
Deirdre Ahern
5 Issuer liability: ownership structure and the circularity debate 82
Martin Gelter
6 Corporate criminal liability 100
Samuel W. Buell
7 Corporate tortious liability 116
Robert J. Rhee
8 Agency liability 136
Tan Cheng-Han
9 Attribution 156
Ernest Lim
PART III PERSONAL LIABILITY
10 Directors’ and officers’ liability under securities laws 174
Lisa M. Fairfax
11 Evolution of director oversight duties and liability under Caremark:
using enhanced information-acquisition duties in the public interest 194
Jennifer Arlen
12 Fiduciary liability and business judgment 222
Paul B. Miller
13 Review of directors’ business judgments 238
Joan Loughrey
14 Joint liability 257
Joachim Dietrich
PART IV VICARIOUS LIABILITY AND EXTENDED LIABILITY
15 Vicarious liability and corporations 275
Paula Giliker
16 Toward corporate group accountability 294
Virginia Harper Ho, Gerlinde Berger-Walliser and Rachel Chambers
17 Liability in the shipping industry 317
Martin Davies
18 Enterprise liability 332
Gregory C. Keating
PART V THE CLAIMS PROCESS
19 Overlapping remedies 353
Bert I. Huang
20 Jurisdiction and corporations: identifying an international standard 367
Richard Garnett
PART VI THE FUTURE OF CORPORATE LIABILITY
21 The future of corporate criminal liability in the ESG space 389
J.S. Nelson
22 Towards corporate digital responsibility 411
Florian Möslein
23 Accountability for AI labor 436
Mihailis E. Diamantis
24 The company and blockchain technology 449
Kelvin F.K. Low, Edmund Schuster and Wan Wai Yee
Index
