A European Tribute to Henry Hansmann

Universidad Pontificia de Comillas - Uría Menéndez - Fordham University - ECGI Conference

A European Tribute to Henry Hansmann

  • 28 June 2023
  • Madrid, Spain

Universidad Pontificia de Comillas - Uría Menéndez - Fordham University - ECGI Conference

“A European Tribute to Henry Hansmann”

 Hosted by ICADE, Madrid | Hybrid Event
 

Wednesday, 28 June 2023 | 14:00 - 20:00 CEST
 

Location:
Universidad Pontificia de Comillas, Madrid

This was a hybrid event so virtual attendance was possible.

Organisers:
Maribel Sáez Lacave
(Universidad Autónoma de Madrid and ECGI)
Abel Benito Veiga (Universidad Pontificia de Comillas)

 

ABOUT THE EVENT

Henry Hansmann is the Oscar M. Ruebhausen Professor Emeritus of Law at the Yale Law School. His scholarship through the years has made seminal contributions to the field of Corporate Law, helping advance our understanding of organizational forms and the structure of property rights. His work has been greatly influential for Corporate Law European scholars. This event paid tribute to his academic achievements and aimed to explore the broad influence of Professor Hansmann’s work through a one-day seminar with presentations and discussion of original papers by professors of law, business, and economics.

Location
Universidad Pontificia de Comillas. ICADE. | C/ de Alberto Aguilera 23, 28015 Madrid

 

 

Information

Address:
Universidad Pontificia de Comillas, C/ de Alberto Aguilera 23, 28015 Madrid
Contact:
Maribel Sáez Lacave
Universidad Autónoma de Madrid

WEDNESDAY, JUNE 28 2023 | 14:00 CEST

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The corporate group as an organizational form

Time:
16:10h

Speakers

Discussants

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The New Corporate Law of Corporate Groups

Time:
16:10h

Author: 

Mariana Pargendler (Fundação Getulio Vargas (FGV) Law School and ECGI)

Abstract

This Article examines how corporate law treats legal entity boundaries in groups of companies. This is a critical question given that large corporations typically have hundreds of subsidiaries. Investigating the treatment of this question in key jurisdictions over time reveals an overlooked development in corporate law around the globe. Corporate law rules of internal governance increasingly overcome entity boundaries and apply on a pass-through basis, such as by allowing shareholders of a parent company to sue subsidiary directors, inspect subsidiary books and records, and approve major asset sales by subsidiaries. This phenomenon, which can be described as the rise of “entity transparency” in corporate law, reflects a gradual trend that has accelerated in the twenty-first century. Nevertheless, jurisdictions have embraced entity transparency at a different pace, leading to unnoticed gaps in investor protection. Moreover, there appears to be little direct correlation between a jurisdiction’s willingness to disregard entity boundaries to enforce shareholder rights, on the one hand, and to impose liability on shareholders for the benefit of creditors, on the other. The Article then offers an economic account for the distinct treatment of entity boundaries vis-à-vis shareholders and creditors, and explores the broader theoretical and normative ramifications of its analysis. The rise of entity transparency in corporate law underscores the importance of unbundling different dimensions of entity boundaries, challenges the view that overcoming corporate separateness between parent companies and subsidiaries invariably requires exceptional circumstances, and has implications for developments in other areas of law.

Speakers

Discussants

Conference Documents

Q&A

Coffee break

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Collapsing the Bankrupt Corporate Group

Time:
16:10h

Speakers

Discussants

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Corporate Governance as a Social Institution

Time:
16:10h

Speakers

Discussants

Q&A

Coffee break

Q&A

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Special Address: In Praise of Henry Hansmann

Time:
16:10h

Speakers

Speakers

Presentations

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Session 1: Unsolved problems of corporate subsidiaries | Chaired by

Time:
16:10h

Speakers

Back to all presentations

The corporate group as an organizational form

Time:
16:10h

Speakers

Discussants

Back to all presentations

The New Corporate Law of Corporate Groups

Time:
16:10h

Author: 

Mariana Pargendler (Fundação Getulio Vargas (FGV) Law School and ECGI)

Abstract

This Article examines how corporate law treats legal entity boundaries in groups of companies. This is a critical question given that large corporations typically have hundreds of subsidiaries. Investigating the treatment of this question in key jurisdictions over time reveals an overlooked development in corporate law around the globe. Corporate law rules of internal governance increasingly overcome entity boundaries and apply on a pass-through basis, such as by allowing shareholders of a parent company to sue subsidiary directors, inspect subsidiary books and records, and approve major asset sales by subsidiaries. This phenomenon, which can be described as the rise of “entity transparency” in corporate law, reflects a gradual trend that has accelerated in the twenty-first century. Nevertheless, jurisdictions have embraced entity transparency at a different pace, leading to unnoticed gaps in investor protection. Moreover, there appears to be little direct correlation between a jurisdiction’s willingness to disregard entity boundaries to enforce shareholder rights, on the one hand, and to impose liability on shareholders for the benefit of creditors, on the other. The Article then offers an economic account for the distinct treatment of entity boundaries vis-à-vis shareholders and creditors, and explores the broader theoretical and normative ramifications of its analysis. The rise of entity transparency in corporate law underscores the importance of unbundling different dimensions of entity boundaries, challenges the view that overcoming corporate separateness between parent companies and subsidiaries invariably requires exceptional circumstances, and has implications for developments in other areas of law.

Speakers

Discussants

Conference Documents

Q&A

Back to all presentations

Q&A

Time:
16:10h

Speakers

Coffee break

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Coffee break

Time:
16:10h

Speakers

Back to all presentations

Session 2: Organizations and stakeholders | Chaired by

Time:
16:15h

Speakers

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Collapsing the Bankrupt Corporate Group

Time:
16:10h

Speakers

Discussants

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Corporate Governance as a Social Institution

Time:
16:10h

Speakers

Discussants

Q&A

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Q&A

Time:
16:10h

Speakers

Coffee break

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Coffee break

Time:
16:10h

Speakers

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Session 3: Economics of Property | Chaired by

Time:
18:30h

Speakers

Q&A

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Q&A

Time:
16:10h

Speakers

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Special Address: In Praise of Henry Hansmann

Time:
16:10h

Speakers

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Conclusion

Time:
20:00h

Speakers