The profession, the legal system and society have all traditionally seen loyalty, confidentiality, care and competence as cornerstones of professional responsibility. Lawyers are in a fiduciary relationship with their clients – clients need to be able to trust their lawyers to provide advice and represent them loyally in the legal system, uninfluenced by any concern other than the client’s interests. We examine lawyers’ general duty of care and competence in Chapter 5 and their obligations to avoid conflicts of interest in Chapter 6 . The topic for this chapter is the duty of confidentiality: the obligation to keep secret all communications made by the client to the lawyer about their affairs and all the information learned about the client directly or indirectly during the professional relationship (subject to various exceptions to be discussed).

This chapter explains how PhD students can use large language models (LLMs) to support research without outsourcing scholarship. It covers practical uses in writing, literature exploration, coding, experiment planning, and self-critique, while emphasizing that you remain responsible for accuracy, reasoning, and originality. The chapter highlights common failure modes such as fabricated citations, confident errors, and overly agreeable “reviews,” and discusses when LLM feedback is helpful versus misleading. It also outlines responsible use, including disclosure norms, bias awareness, and protecting confidential data. The goal is to benefit from speed and breadth while staying intellectually in control.

Chapter two examines why existing corporate law fails to address the social dimensions of corporate decision-making. It focuses on the fiduciary duties of care and oversight, disclosure obligations, and shareholder proposals and engagement. While these doctrines provide broad managerial discretion, they offer little guidance when decisions involve social tradeoffs that cannot be separated from business strategy.

The chapter explains how corporate law was built for an era in which social impacts were treated as externalities to be addressed by regulation. As a result, boards are required to monitor compliance and financial performance but not the social consequences of operational choices.

The chapter also shows why expanding substantive duties is not a solution. Courts lack the institutional capacity to resolve contested social questions. Prescribing outcomes would undermine managerial discretion without improving decision quality.

The core claim is that corporate law contains a governance gap. It authorizes discretion without requiring deliberation when social stakes are high. This gap explains why corporations develop their own governance structures rather than relying on law for guidance. The chapter sets up the need for a procedural approach that focuses on decision-making capacity rather than substantive results.

Chapter seven examines how climate change pushed corporations into governance roles traditionally associated with public institutions. The chapter traces the development of emissions accounting systems and sustainability standards that allow firms to measure and manage climate impact.

The case study focuses on how corporate actors helped create shared metrics and reporting frameworks. These systems enabled firms to translate abstract commitments into operational rules affecting supply chains, investment decisions, and product design.

The chapter shows how executive decision-making was structured through disclosure requirements that exposed tradeoffs and invited scrutiny. Monitoring systems verified implementation and created feedback loops.

The chapter also examines resistance and backlash. Investor disagreement and political polarization exposed the fragility of corporate climate governance. Yet the core accounting frameworks persisted and were later adopted by regulators.

This chapter demonstrates how corporate ordering operates in a global domain characterized by scientific uncertainty and political conflict. It shows why governance capacity matters more than rhetorical ambition and why climate governance depends on institutional design rather than consensus.

This introduction situates the volume within contemporary debates surrounding Environmental, Social, and Governance (ESG). It traces the historical evolution of the ESG movement—originally conceived as a voluntary form of regulation—from its origins in the early 2000s, associated with the launch of the UN’s Who Cares Wins initiative, to current developments marked by political backlash in the United States and regulatory consolidation in Europe. The authors argue that the widespread tendency to reduce ESG to issues of financial materiality—a view they describe as “mainstream ESG”—risks undermining its ethical and social foundations. Against this backdrop, the book advances the claim that ESG cannot be meaningfully developed without serious ethical reflection. The second part of the introduction presents the chapters included in this collection along three main lines: debates about the purpose(s) of ESG; discussions concerning the tensions between profitability and sustainability; and analyses of ESG as a form of voluntary or mandatory disclosure.

The Introduction locates transparency in the global governance of agriculture and mineral supply chains. It proposes an analytical focus on the mediations of transparency to tackle the paradox of transparency, a process of mediation that incorrectly understands itself to be a process of disintermediation. This helps to investigate transparency beyond the normative and substantive assessment of its implementation. Rather than assuming that transparency is itself transparent, we ask: What are the technological practices, material qualities, and institutional standards producing transparency? How is transparency standardized, regimented by “ethical” and “responsible” businesses, or valued by traders and investors, from auction rooms to sustainability reports? Acknowledging that transparency is a global value, we question how transparency projects materially organize and semiotically regiment the global production and circulation of commodities across local settings. Focusing on moments and processes of mediation toward disclosure, immediacy, trust, and truth, we introduce how the chapters render transparency observable across sites, actors, institutions, and technologies.

There are three ways of becoming a shareholder: by subscribing to a new issue of shares in a company; by purchasing shares from an existing shareholder; or by transmission of ownership in shares due to the operation of law (for example, where shares are transferred to the beneficiary under a will). In this chapter, we focus on the first method: the issuing of shares and securities as a means of fundraising, commonly referred to as ‘raising capital’ or ‘equity raising’. The term ‘subscription’ describes the relationship where a company issues shares directly to a shareholder. The legal relationship between the company that issues and the shareholder who subscribes for new shares can be analysed using the contractual rules of offer and acceptance.

Our primary focus in this chapter is the issue of securities by public companies. Generally speaking, only public companies are permitted to raise capital by issuing securities to a broad cross-section of the public.

First, this chapter canvasses the history of the fiduciary obligation as it applies to the director–company relationship. The fiduciary obligation includes two duties: a duty of loyalty and a duty to account for benefits gained—more informally termed the ‘no conflict’ and ‘no profit’ rules. This chapter then discusses examples of the ‘no conflict’ and ‘no profit’ rules from case law, and the modern exceptions to this general principle on the basis of commercial realities, such as the business opportunity rule. It then considers ss 182–3 of the Corporations Act which deal with a director’s misuse of information or position to gain an advantage for themselves or others, or to cause detriment to the company. While there is a clear relationship between these sections and the ‘no profit’ rule, they have developed differently since enactment as legislative provisions. This chapter then considers the requirements for directors to disclose their material personal interests under ss 191–195, and the inconsistent treatment of the disclosure requirements with the ability of a fiduciary to seek the fully informed consent of the company in general meeting. Finally, this chapter considers the protection afforded to members of a public company under ch 2E of the Corporations Act for related party transactions.

As discussed in earlier chapters, a company has the legal powers and capacity of an individual, in addition to any specific powers conferred by law. The two key decision-making organs that can act as the company in exercising these powers are the board of directors and the members in general meeting. The general law and Corporations Act divide the company’s powers and responsibilities between these two groups. This chapter discusses this division of powers. It also discusses how meetings of members and directors are held, and the requirements on companies to prepare and disclose key information, including financial reports.

In this chapter of Complex Ethics Consultations: Cases that Haunt Us, the author describes a case wherein surgical instruments were reused after a prion disease case at a time when the protocol would have been to discard them. Given that there are no interventions available for this prion disease questions arose regarding disclosure, in particular when it would be required and who would be in a position to provide that disclosure.

The chapters in this Part VII of Complex Ethics Consultations: Cases that Haunt Us are a powerful reminder that healthcare ethics consultation does not involve clinical ethics consultation alone. Organizational ethics issues can also weigh heavily on healthcare providers causing deep moral distress. The four chapters in this section reinforce enduring themes, but time and experience allow a reexamination. The first theme is the lesson of truth-telling, error disclosure, and organizational responsibility. The second is the importance of transparency in organizational decision making along with the importance of communication and coordination of care. These themes are explored in the part they played in real cases, looking at the lessons they teach; current dilemmas; the role of diversity, equity, and inclusion; and finally, the meanings for future practices. As the field of ethics consultation progresses, so too will moral distress and the need for the profession to protect its practitioners, as well as the ethicists to emotionally protect themselves. The successful future practice of ethics consultation depends on it.

This chapter examines the ability to obtain government information through the operation of freedom of information legislation in relation to AI data in the United States, the United Kingdom and Australia. Freedom of Information (FOI) legislation provides a potential avenue of obtaining crucial information about the software used to automate decisions, the circumstances in which it was created or purchased, the materials that were used to train it, and any tests run to gauge its accuracy.