Many legal procedures focus on the question whether or not the contractants have acted in good faith. Long gone are the days that contracts were (just) considered to be the meeting point of antagonistic interests. René Demogue famously introduced the idea that contracts constitute a “petite société”, with the contractual parties having common – not divergent – interests (Traité des obligations en général, 1931, t. VI, 9). Continue reading “Good faith in contractual dealings: abstract versus concrete”
The Kornhaas judgment: insolvency law as a safe harbour for Real Seat provisions?
In its judgment of 10 December 2015 (C‑594/14, Kornhaas), the European Court of Justice (CJEU) addressed two issues which are at the heart of the debate on the intra-Union mobility of companies: Continue reading “Real seat by any other name would smell as sweet?”
Link here. See previous post here.
Lessons from an ancient experiment with light vehicles: on moral hazard, agency problems, publicity systems and the unsavoury regions of Flanders
The limited partnership or “partnership en commandite” (commenda, société en commandite, Kommanditgesellschaft) has been a fixture of continental business law since the 12th century. It is an entity with one or more unlimited partners and one or more limited partners. For a long time, the limited partnership was the only form offering limited liability off-the-shelf, without the need for a specific governmental authorization. In many jurisdictions the “partnership en commandite” still enjoys a quiet popularity. Continue reading “Our own private Delaware: the ‘partnership en commandite’”
Settlement in the bankruptcy liquidation of Nortel
This week it was reported that a settlement has been reached in the bankruptcy liquidation of Nortel Networks Corp (read here). The Nortel group once was one of the world’s leading providers of telecommunications network solutions.
The insolvency of the Nortel Group was a dream for scholars of international insolvency law. Continue reading “Everybody loses … except the lawyers”
See statement by the Royal Swedish Academy of Sciences.
“Contract theory has greatly influenced many fields, ranging from corporate governance to constitutional law. Thanks to the work of Oliver Hart and Bengt Holmström, we now have the tools to analyse not only contracts’ financial terms, but also the contractual allocation of control rights, property rights, and decision rights between parties. The contributions by the laureates have helped us understand many of the contracts we observe in real life. They have also given us new ways of thinking about how contracts should be designed, both in private markets and in the realm of public policy.”
See also video of announcement.