Many vigilance laws have been designed to prevent and mitigate the impacts of Global Value Chains (GVCs) on human rights and the environment. The article situates these laws within the corporate liability regimes that exist for GVCs. The article argues that vigilance laws remain ambiguous regarding the obligations of powerful actors involved in GVCs, insofar as they often rely on conventional corporate liability regimes. Drawing on insights from responsibility and moral philosophy theories, the article proposes to reconceptualise 'vigilance' as an 'intentional-epistemic' type of responsibility, in which actors are held responsible based on their intention to know. Building on this, the legal duty of vigilance could be defined as the duty for powerful GVC actors to seek to know potential and actual impacts of the value chains they are involved in. The article closes by examining how this reconceptualisation might be operationalised and the challenges it raises.
Corporate social responsibility (CSR) and environmental, social and governance (ESG) principles have increasingly become objects of lawmaking. This paper evaluates this trend from a classical ordoliberal perspective. We find that classical ordoliberals' concern for the common good and the principle of liability provide some support for corporate responsibility beyond the profit motive. However, ordoliberalism's concept of 'interdependence of orders' hints at a more fundamental problem: CSR/ESG laws may turn companies into the main entity responsible for social and environmental concerns and thus confer even more power to them beyond the realm of the market economy. Such further concentration of private economic power is detrimental to the functioning of markets and risks undermining democracy. Therefore, in our reading, classical ordoliberals suggest that CSR/ESG laws should only require companies to take on such roles where the state is unable to do so and with appropriate safeguards against further increases in corporate power.
Amending the Companies Act 1956 in India, the Companies (Amendment) Act 1960 represented an abrupt departure from the free-market policy of the colonial-era towards greater state control. It also extensively criminalised the Act, leading to a dramatic expansion of penal control over companies, the focus of this study. Relying on popular characterisations of post-colonial Indian economic history, company law scholarship attributes this policy shift to the state's intensifying socialist and dirigiste tendencies. Despite the Amendment's significance, this reliance has led to a limited analysis of its legislative history and the political-economic factors that triggered the shift. By contextualising the Companies (Amendment) Act 1960 within debates on post-colonial economic historiography, this study reinterprets the existing narrative in company law. It argues that while ideological considerations played a role, the expansion of penal control in 1960 was largely politically driven, particularly in response to the Mundhra Scandal that erupted in 1957.
Corporate governance debates have shifted their primary focus from a stockholder primacy approach to a more stakeholder primacy approach. They have also increasingly emphasised the importance of long-term corporate wealth maximisation and sustainability. This article mainly addresses the benefits of a broader stakeholder focus in governance. We have seen the growing influence of digital technology, such as artificial intelligence (AI) and big data and the development of digital technology, has promoted the expansion of many companies with digital platforms. The rise of large companies with digital platforms poses a challenge to narrower stakeholder-focused corporate governance ideas. This article seeks to analyse the extent to which the stakeholder-focused approach can be extended to deal with challenges in corporate governance in companies whose business has a heavy reliance upon digital platforms; it argues that this approach to corporate governance can be widened to embrace other stakeholders who use these digital platforms.
This article contends that Indian corporate law governing corporate purpose embodies a structural tension, evident in two respects: first, an imbalance between directors' duties and shareholders' rights, which leaves questions around controlling shareholders' accountability unaddressed; second, contradictions in its underlying theoretical foundations, which generate conceptual ambiguities. We examine the Indian approach through an analysis of these interrelated elements, highlighting their implications for the implementation of stakeholder governance. In so doing, we assess three corporate governance theories underpinning the Indian framework, namely, shareholder primacy, stakeholder theory and real entity theory, and how their coexistence reinforces ambiguities. We then evaluate the distribution of powers, rights and duties among corporate constituencies under Indian corporate law, identifying configurations that contribute to governance misalignments. Lastly, we evaluate how anchoring the Indian stakeholder governance approach in the real entity conception can address the identified ambiguities and provide an appropriate theoretical basis for operationalising a broader corporate purpose.
This study examines and suggests the adoption of the US Oversight Doctrine within the European sustainability context. It argues that European directors should go beyond the business judgment rule and instead adopt practices aligned with the US oversight doctrine to comply with the expectation of on-going proactivity inherent in the CSRD and CS3D. Acknowledging that directives do not require companies to ensure outcomes, an appropriate compliance regime implemented and maintained in good faith should shield directors from being perceived as negligent. Second, a review of the European Sustainability Reporting Standards (ESRS) reveals that the board of directors, as the governance body with the highest decision-making authority, bears the duties set forth by both directives. In this respect the ESRS is more explicit than the directives that employ a generic phrase of 'administrative, management, and supervisory bodies', which could allow an EU member state to task the managing director with the responsibilities instead of the board.
This article critically re-evaluates the concept of control in corporate groups as a fundamental determinant of parental liability under UK company law and the complementary framework of tort law. It argues that traditional legal approaches, narrowly focused on equity-based and active control, fail to account for the multifaceted nature of control in modern corporate structures. Through an analysis of recent common law developments and judicial trends, the article critiques the limitations of existing legal tests for control and liability, which inadequately address informal governance practices. It calls for an integrated legal approach that aligns with the operational realities of corporate groups, ensuring accountability and protecting third parties in complex business structures. Ultimately, the contribution of this article is a redefinition of control as a continuum, a construct including formal mechanisms, such as equity ties, and informal mechanisms, including strategic oversight and group-wide policies.
Private litigation is central to securities enforcement, yet the dominance of firm-level liability warrants reassessment, especially in China. This article introduces the 'behavioural paradigm of fraud', distinguishing between 'management-driven' and 'controller-driven' fraud. While entity liability is defensible for the management-driven fraud common in Western markets, an empirical analysis of China's market reveals that misconduct in China is overwhelmingly 'controller-driven', where controllers tunnel corporate assets. This misalignment between China's strict firm-level liability regime and its dominant fraud paradigm undermines regulatory objectives. The system punishes already-victimised long-term investors while failing to hold controllers accountable, as they shield their wealth through complex ownership, equity pledges, and ineffective internal recourse. To align liability with culpability, this article proposes shifting from strict to fault-based liability for listed companies and applying proportionate liability to corporate defendants.
Drawing from contractualist moral philosophy, this article argues in favour of extensive liability in negligence for persons associated with a corporation in connection with harms for which the corporation itself is primarily liable. These persons include not only parent companies but also natural persons who are controlling shareholders, the directors of liable companies and independent companies in the supply chain of the company that causes the harm. Doctrinal legal analysis is complemented by critically interrogating the case law from the perspective of Scanlon's contractualist theory of morality, which is utilised to build a compelling case for law reform. The article advocates holding broader classes of third parties liable to the extent that they, in fact, exercise control of the relevant activities of the primarily liable company. This would require courts to adopt broad interpretations of the established legal concepts of 'creating a source of danger' and 'assumption of responsibility'.
