Legal Studies Research Paper Series Vol. 11, No. 7

The Faculty has published Volume 11 Number 7 of the University of Cambridge Faculty of Law Legal Studies Research Paper Series on SSRN.

This issue includes the following articles:

Federica Paddeu & Michael Waibel: The Final Act: Exploring the End of Pandemics (27/2020)

This contribution considers how adjudicators could determine the end of the SARS-Cov-2 pandemic. Considerable work examines the beginning and existence of pandemics and emergencies. By contrast, when either of these two phenomena end remains underexplored – creating legal uncertainty. This article reviews how pandemics as biological and social events, end, considers how international bodies have approached the end of emergencies, and assesses what this might mean for adjudicators deciding on the end of the SARS-Cov-2 pandemic and related public health emergency.

Brian R. Cheffins: What Jensen and Meckling Really Said About the Public Company (29/2020)

Accepted views of a classic academic work can quite readily distort the original text. Michael Jensen and William Meckling’s widely cited 1976 article “Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure” exemplifies the pattern. The article has been cited as a key inspiration for various significant governance changes affecting publicly traded firms, including moving the maximization of shareholder value to the top of the managerial priority list. Jensen and Meckling in fact had little to say about altering the corporate landscape, in substantial measure because they were favorably disposed toward the public company. This chapter canvasses the wide gap between what Jensen and Meckling supposedly said about the public company and what they actually said and explains how this discrepancy occurred.

Jenifer Varzaly: The Effectiveness of Disclosure Law Enforcement in Australia (30/2020)

This article examines the empirical incidence of the private and public enforcement of disclosure laws in Australia. Disclosure laws aim to ensure the reduction of information asymmetries and the accuracy of share prices, but their success is predicated on enforcement. In order to assess the enforcement landscape, this article presents two new datasets comprising both private class actions (including whether litigation funding is in place) and public enforcement for further examination. In light of these findings, this article addresses the question of whether the Australian system of enforcement is effective, by reference to whether the enforcement actions compensate, deter, and signal. Overall, the empirical analysis confirms the signalling function of enforcement, shows that there is likely to be a reasonable degree of deterrence where directors are targeted, however, that the compensation rationale is not met. This results in a moderately effective enforcement framework with notable room for improvement across both modalities of enforcement.

J S Liptrap: A Social Enterprise Company in EU Organisational Law? (32/2020)

This article explores the European Parliament’s July 2018 non-legislative resolution proposing to the European Commission a directive for facilitating social enterprise companies’ cross-border activities. The proposal is first situated within the context of the social economy and how the sector has grown in importance to European integration. The proposal and the European Commission’s response are then examined. Although the European Commission was not convinced that Member States would be amenable to the proposal, a consensus may already exist that is sufficient to garner their support. Even if this prediction is wrong, however, it is argued that there are reasons to surmise that the proposal will likely be reassessed and ultimately successful at some future point. Finally, the proposal is viewed with a reflexive harmonisation lens. Through the analysis, regulatory issues are identified and a solution is then suggested.

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