The American Corporation in the Twenty-first Century

Opportunistic Downsizing of Senior Workers: Exploring the Fiduciary/Contract Distinction to Enforce Implicit Employment Agreements lecture given by Marleen A. O\u27Connor, Professor of Law at Stetson College. The Motivational Implications of Debt Financing lecture given by George Triantis, Nicholas E. Chimicles Research Professor of Business Law and Regulation at the University of Virginia and the Director of the John M. Olin Program in Law and Economics. Political Backlash and the Corporation lecture given by Mark Roe, Professor of Law at Columbia University and Director of the Columbia Law School Sloan Project on Corporate Governance. Venture Capital and the Structure of Capital Markets: Banks versus Stock Markets lecture given by Ronald J. Gilson, Charles J. Meyers Professor of Law and Business at Stanford University and The Marc and Eva Stern Professor of Law and Business at Columbia University. The Shaping Force of Corporate Law in the New Economic Order lecture given by Jeffrey N. Gordon, Professor of Law and Co-director Center for Law and Economic Studies at Columbia University

Solvency, company directors’ duties and the problem of process and enforcement - A comparative study

This study examines the legal provisions in relation to creditors’ protection, particularly when the company is insolvent and seeks to compare different statutory approaches with the view of determining the best reforms for Malaysia. Three jurisdictions have been chosen; the United Kingdom, New Zealand and Australia as the basis of comparison due to similar legal history as these countries have often been referred by the Malaysian Courts to assist in the interpretation of the law. To determine the question of creditors’ protection, the thesis will address several main issues. Firstly, the thesis examines the relationship between separate legal entity and limited liability. To do so it questions the circumstances when directors will be personally liable for the debt of the company and the extent to which they are liable. The issue will be explored in the light of the shareholder primacy theory which forms the basis of company law. Directors’ duties therefore are developed with the view of protecting shareholders; and the failure to do so will cause directors to be personally liable. The thesis also considers the arguments for stakeholders’ theory which mandates directors to take account of other stakeholders’ interests in addition to shareholders’ when making decisions. Secondly, it also investigates on how the piercing of the corporate veil and imposing liability on directors will provide protection to creditors especially when the company is insolvent. In order to do so, it scrutinizes the legislative initiatives on the issue as well as the judicial response to the statute. The thesis traces the reforms of the historical doctrine of capital maintenance and the use of solvency test as a replacement to protect creditors. It also provides comprehensive analyses of the law on the issue of remedies in order to ascertain whether the current legal provisions are adequately to protect creditors