The Proprietary Foundations of Corporate Law

Recent work in both the theory of the firm and of corporate law has called into question the appropriateness of analysing corporate law as ‘merely’ a set of standard form contracts. This article develops these ideas by focusing on property law’s role in underpinning corporate enterprise. Rights to control assets are a significant mechanism of governance in the firm. Practical circumstances dictate that such rights must be shared. Property law protects the rights of co-owners against each other’s opportunistic attempts to grant entitlements to t hird parties. At the same time, it uses a range of strategies to minimise the costs such protection imposes on third parties. The choice of strategy significantly affects co-owners’ freedom to customise their control-sharing arrangements. This theory is applied to give an account of the ‘proprietary foundations’ of corporate law, which has significant implications for the way in which the subject’s functions are understood and evaluated.theory of corporate law, shared ownership, property rights

Shareholder Primacy and the Trajectory of UK Corporate Governance

Core institutions of UK corporate governance, in particular those relating to takeovers, board structure and directors’ duties, are strongly orientated towards a norm of shareholder primacy. Beyond the core, in particular at the intersection of insolvency and employment law, stakeholder interests are better represented, thanks to European Community influence. Moreover, institutional shareholders are redirecting their investment strategies away from a focus on short-term returns, in such a way as to favour stakeholder-inclusive practices. We therefore suggest that the UK system is currently in a state of flux and that the debate over shareholder primacy has not been concluded.corporate governance, stakeholding, hostile takeovers, company law, insolvency, employee representation, shareholder activism

Stability of Few-Charge Systems in Quantum Mechanics

We consider non-relativistic systems in quantum mechanics interacting through the Coulomb potential, and discuss the existence of bound states which are stable against spontaneous dissociation into smaller atoms or ions. We review the studies that have been made of specific mass configurations and also the properties of the domain of stability in the space of masses or inverse masses. These rigorous results are supplemented by numerical investigations using accurate variational methods. A section is devoted to systems of three arbitrary charges and another to molecules in a world with two space-dimensions.Comment: 101 pages, review articl