As mandatory environmental, social, and governance (ESG) disclosure proliferates, jurisdictions often adapt financial enforcement mechanisms to complex ESG information, creating regulatory gaps and excesses. Japan relies on resource-constrained public sanctions, leading to under-enforcement; the USA employs investor litigation, which chills disclosure; and the European Union (EU) mandates costly, narrow third-party assurance. To address these structural deficiencies, this article proposes a hybrid model. The analysis begins with a comparative two & times; two matrix (ex-ante/ex-post & times; public/private) that maps the enforcement measures of Japan, the USA, and the EU, revealing distinct trade-offs among cost, coverage, and deterrence. An empirical study of Japanese enforcement reveals systemic under-enforcement and the Securities and Exchange Surveillance Commission's capacity deficits. Findings demonstrate that neither singular reliance on private-led mechanisms (such as third-party assurance or investor litigation) nor resource-constrained public enforcement alone can reliably secure ESG information without distorting incentives. The proposed hybrid strategically allocates tools to their comparative advantage: (i) reserving ex-ante assurance for high-impact, readily verifiable metrics; (ii) enlarging public audit resources for broader disclosures; and (iii) tying private liability thresholds to context-specific materiality reflecting ESG's qualitative character. Such an integrated framework can achieve a more balanced alignment between investor protection, stakeholder transparency, and compliance costs, thereby reinforcing market trust and avoiding the twin perils of greenwashing and disclosure chill.
The COVID-19 pandemic exposed the rigidity of will-making laws requiring in-person witnessing. Jurisdictions responded differently: some introduced temporary measures, others implemented permanent reforms allowing remote witnessing. This article compares responses in England and Wales, selected Australian states, Singapore, and Hong Kong SAR, tracing developments toward potential recognition of electronic wills. The central argument is that law reform should balance accessibility with safeguards against fraud and undue influence, avoiding overly burdensome formalities that deter compliance. The article concludes by examining how national digital identity systems could be used for the execution of electronic wills.
China is often characterized as an outlier in veil piercing, with courts perceived as being more willing than their common law counterparts to disregard corporate personality. This article reassesses that claim by examining the newly codified recognition of horizontal veil piercing among sibling companies under common control. Article 23(2) of the 2023 Company Law provides an express statutory basis for intra-group liability where corporate personality is abused to evade debts and seriously harm creditors. Drawing on an empirical study of published judgments involving sibling-company claims decided before and after the reform entered into force, and supported by doctrinal and comparative analysis, the article finds that codification has not narrowed judicial intervention. On the contrary, post-reform decisions display a higher piercing rate and a greater willingness to extend liability where documentary evidence of cross-company commingling is established. Judicial reasoning has become more standardized and increasingly formalistic, with courts in some cases applying a lower evidential threshold once key indicia of commingling are established. From a comparative perspective, these findings challenge the assumption that statutory clarification necessarily constrains a doctrine framed as exceptional in common law systems. The article argues that codification may instead facilitate more routine application when it aligns with adjudicative incentives and broader policy priorities. It concludes by proposing doctrinal and evidential benchmarks to better balance creditor protection with limited liability and entity shielding in corporate groups.
Unexpected events, such as the Covid-19 pandemic, can have a dramatic impact on the ability of contracting parties to perform their contractual obligations and can create real hardship for contracting parties by substantially increasing the cost of contractual performance. In such circumstances contracting parties may look to the applicable law for relief. An alternative approach, and the one explored in this paper, is for contracting parties to make their own provision in the contract for the occurrence of such events. It is, however, no easy task to draft such clauses. These clauses take different forms, such as a force majeure clause, a hardship clause or a material adverse change clause, and they have different potential remedial consequences. One of the central questions for contracting parties is whether they should attempt to make provision in one of these forms for the impact of events which, by definition, have not occurred at the time of entry into the contract or whether they should leave it to national courts, particularly in those jurisdictions where a legal doctrine of hardship is being developed, to resolve the difficulties that have arisen and when the courts can use the benefit of hindsight to develop a solution which is appropriate for the events which have in fact occurred. This question does not admit of a single answer which will be suitable for all contracts but parties seem more likely to wish to make their own provision for the occurrence of such events where the contract is of high-value, entered into over a long term and drafted with some sophistication with the benefit of professional legal advice.
