Over the years, there has been an explosion in the mainstream scholarship of various academic disciplines on the issue of the appropriate corporate objective, which has been framed by a debate between the shareholder wealth maximisation and stakeholder-orientated theories. Behind the two paradigms is a complex set of controversies on which there exists wide disagreement. What is certain is that the prevailing theories have obvious normative and/or practical limitations and neither is to be extolled as an affirmative theory, for different reasons. The purpose of this paper is to cut through the consequent knot of partial and inaccurate dialectic in order to develop a positive normative principle of the corporate objective. This will be referred to as the Equitable Maximisation and Viability principle. The objective of the corporation as a separate legal entity should be to: (i) respect, protect, and fulfil the demonstrable, legitimate interests and expectations of the constituent groups that contribute to the corporation; and (ii) to facilitate the corporation's viability so that its future is guaranteed with sufficiently high probability. This theory is justifiable on the basis of the values of equality and efficiency.

It is over 10 years since the Court of Appeal confirmed the legitimacy of the public interest defence in copyright law in Ashdown v Telegraph Group Ltd. However, remarkably little is still known about the defence's function and scope. Indeed, acknowledgement of its unfathomability has become something of a commonplace of copyright jurisprudence and scholarship. This situation contrasts sharply with the position in other related areas of law, such as breach of confidence and defamation, in which courts have made dramatic strides in recasting doctrine to protect ‘public interest’ disclosures. Developments in EU copyright law have also plunged the defence into a renewed crisis of legitimacy. The time is therefore ripe for a reconsideration of the role of the public interest defence in UK copyright law. In this paper, an attempt is made to understand its implicit rationale and scope. It is argued that the existing jurisprudence reflects a persistent concern about copyright's potential to subvert policy outcomes generated by alternative regulatory systems and that the defence is to be viewed as a form of pre-emption doctrine, allowing courts to avoid the explicit rules established under the CDPA in circumstances in which their application would frustrate the outcomes of other more appropriate forms of regulation.

The business case for corporate environmental responsibility is the claim that behaving responsibly makes financial sense. It is impossible to exaggerate the contemporary significance of this claim, not least in legitimising environmental concerns in the corporate sphere. However, the business case is not without significant empirical and normative limitations, as is illustrated by the corporate environmental problem of supermarket waste. This paper evaluates enlightened shareholder value under s 172 of the Companies Act 2006 in light of such business case limitations. It suggests that s 172, by procedurally mandating the business case for corporate environmental responsibility, is a retrograde step which envisions not enlightened, but rather environmentally unenlightened, shareholders.

This paper examines fundamental issues concerning a corporation's right to sue for defamatory attacks on its reputation, the scope of the right and the remedies available. It first outlines the opposed positions in England and Australia, respectively. It also argues that a corporation, save for a government corporation that exercises governmental functions based on markedly different rationales, should have the right to sue in defamation premised on the concept of corporate reputation as property and for the purpose of vindicating its reputation. On the question of remedies, a corporation should be entitled to recover special damages as reparation for damage to reputation provided they are proved. This paper considers, instead of presumed damages, alternative remedies for vindicating corporate reputation. Finally, it examines the business and non-business reputations of both trading and non-trading corporations in relation to claims for damages.

At the heart of the voluntary corporate governance code in the UK and elsewhere is the concept of ‘comply or explain’. It provides that a company is to comply with a code's provision; but if it does not do so, then it is to state that it does not and explain why it does not. There is no provision in the UK for any statements by companies to be assessed by any regulatory body. It is incumbent on the markets generally and the company's shareholders specifically to determine whether the response of the company to code provisions does enough, and then to take some action if they do not. The aim of comply or explain is to empower shareholders to make an informed evaluation as to whether non-compliance is justified, given the company's circumstances. This paper assesses whether the present scheme, which relies on the stewardship of shareholders and the efficiency of the markets, should continue, or whether a regulatory body should be empowered to determine whether companies are in fact complying with code provisions or, if not, whether they are providing adequate explanations for not complying.

Three connected processes make up the UK corporate rescue regime: the formal, legal regime, informal approaches and the quasi-formal system, as exemplified by the pre-packaged administration. These three processes not only operate through different procedures but they are also attuned to the pursuit of different objectives and values, they are subject to different controls and they involve different roles for, and relationships between, the parties affected by corporate rescues. A number of negative and identifiable consequences flow from such divergences. An understanding of the tensions between these three systems and an awareness of the challenges posed by transition through different procedures does, however, help to explain many of the deficiencies of current corporate rescue processes and it also provides an enhanced basis for considering current proposals for reforming restructuring and working towards an improved rescue regime.

The common law restraint of trade doctrine continues to provide valuable protection in a variety of business contexts. This paper analyses an incompatibility problem that has arisen between that doctrine and EU competition rules (in particular Art 101 Treaty on the Functioning of the EU [TFEU]) as implemented by EU Regulation 1/2003, which, amongst other matters, delineates the interface between national law and EU competition law. According to the High Court, once a court has applied Art 101 TFEU, Art 3 of the Regulation prevents a court from reaching a contrary finding under the restraint of trade doctrine. Thus, the court cannot find a clause is void under the doctrine if the clause comes within the scope of, but is not prohibited by, Art 101 TFEU. In effect, this conclusion displaces the restraint of trade doctrine for parties who are subject to unreasonable restraints that fall foul of the doctrine but are not prohibited by Art 101 TFEU. The interface problem and the possible solution are presented as issues of Europeanisation. The negative impact on national law deriving from an EU measure is portrayed as a ‘top down’ Europeanisation scenario. A contrary ‘uploading’ perspective reveals how and why Art 3 and associated Recitals in Regulation 1/2003 were ‘constructed’. These findings on the intended scope of Art 3 are used to challenge the High Court's view on the negative implications of the Regulation for the restraint of trade doctrine. Finally, this paper offers specific proposals as to how courts in the United Kingdom and Ireland could ensure that the restraint of trade doctrine is not an inevitable casualty of Europeanisation. It argues that when looking for a solution to the ‘top-down’ Europeanisation problem faced by the restraint of trade doctrine, the ‘uploading’ perspective of Europeanisation suggests a solution.