Florence Thépot provides the first systematic account of the interaction between competition law and corporate governance. She challenges the 'black box' conception of the firm- or 'undertaking' - in competition law, as applied to increasingly complex corporate relations. The book opens the 'black box' of the firm to understand the internal drivers of collusive behaviour, and proposes a unified approach to cartel enforcement, based on the agency theory. It explores key issues including corporate compliance programmes, the attribution of liability in corporate groups, and structural links between competitors, and should be read by anyone interested in how the evolution of the corporate landscape impacts competition law.

This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.

This Article will argue that single-entity status is inappropriate and unnecessary for professional sports leagues. It will proffer that while professional sports leagues might initially appear to be significantly different from other joint ventures, the difference is functionally superficial and does not justify a fundamental departure from the antitrust rules applicable to other joint ventures. It will contend further that the Copperweld decision, so heavily relied upon by the advocates of single-entity status, does not support their argument, but refutes it instead. It will claim that the hybrid created by the commentators-the league that is at times a single entity and at other times a collection of separate actors-is neither a logical creation nor one that can be usefully defined. Finally, it will argue that the legal and economic logic of the Supreme Court's recent antitrust opinions strongly suggest that undiminished output is the best measure of consumer welfare under the Rule of Reason. When the Rule of Reason is applied to the governing rules and business decisions of professional sports leagues, it reveals that few of those rules and decisions serve to decrease the leagues' output, and therefore the single-entity treatment for those leagues is unnecessary to save them from antitrust condemnation.

National Book Award for Nonfiction Finalist National Book Critics Circle Award for Nonfiction Finalist A New York Times Notable Book of the Year A Washington Post Notable Book of the Year A PBS “Now Read This” Book Club Selection Named one of the Best Books of the Year by the Economist and the Boston Globe A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.

Simon J. Evnine explores the view (which he calls amorphic hylomorphism) that some objects have matter from which they are distinct but that this distinctness is not due to the existence of anything like a form. He draws on Aristotle's insight that such objects must be understood in terms of an account that links what they are essentially with how they come to exist and what their functions are (the coincidence of formal, final, and efficient causes). Artifacts are the most prominent kind of objects where these three features coincide, and Evnine develops a detailed account of the existence and identity conditions of artifacts, and the origins of their functions, in terms of how they come into existence. This process is, in general terms, that they are made out of their initial matter by an agent acting with the intention to make an object of the given kind. Evnine extends the account to organisms, where evolution accomplishes what is effected by intentional making in the case of artifacts, and to actions, which are seen as artifactual events.

Today's economic and social context demands that corporations - once seen only as private actors - owe duties to the public.

This book explains how the traditional paradigm of private and public organizations is changing as a result of the multiple factors that are affecting the way in which goods and services are produced, and for whom they are produced. In view of these disruptive trends, the theory of the firm needs to be updated and to some extent rethought. Moreover, diverse challenges and opportunities such as climate change, aging populations, and new public accountability requirements are necessitating novel frameworks to ensure the long-term survival of public and private organizations. Against this backdrop, the authors contribute to the debate over the firm’s primary interest by proposing a new way of viewing the nature of the firm and its relationship with stakeholders. In addition, they carefully analyze the challenges and opportunities mentioned above, evaluating their significance for various important aspects of organizations through different lenses. Global in scope, the book also takes the United Nations Sustainability Development Goals into account. Accordingly, it will be of interest to all readers seeking a better understanding of the evolving nature of firms and organizations in our changing world.

Why we’re better off treating corporations as people under the law—and making them behave like citizens Are corporations people? The U.S. Supreme Court launched a heated debate when it ruled in Citizens United that corporations can claim the same free speech rights as humans. Should corporations be able to claim rights of free speech, religious conscience, and due process? Kent Greenfield provides an answer: Sometimes. With an analysis sure to challenge the assumptions of both progressives and conservatives, Greenfield explores corporations' claims to constitutional rights and the foundational conflicts about their obligations in society. He argues that a blanket opposition to corporate personhood is misguided, since it is consistent with both the purpose of corporations and the Constitution itself that corporations can claim rights at least some of the time. The problem with Citizens United is not that corporations have a right to speak, but for whom they speak. The solution is not to end corporate personhood but to require corporations to act more like citizens.

Unlocking Company Law will give you an understanding of the scope of company law, how it is linked to other specialist legal subjects, the sources of company law and the key legal principles. The book explores the legal structures of different types of business organisations and covers the areas which feature most commonly on undergraduate law programmes: * the corporate personality doctrine * shareholders, shares and capital * directors' duties * minority shareholder protection * transparency. The law is illustrated throughout with recent and prominent cases and the Companies Act 2006 is explored and explained in full. Unlocking Company Law will provide you with the tools you need to engage with and understand company law. The Unlocking the Law series is designed specifically to make the subject matter accessible. The text includes features, activities, key facts charts, diagrams, and clear headings and sub-headings to aid you in understanding the different areas within your course. All titles in this series have been written specifically to ensure that you understand fully the concepts required and are able to apply them with confidence. Each book follows the same format and includes the same features so you can move easily from one subject to another.