Eva Micheler (European Corporate Governance Institute (ECGI); University of Oxford; London School of Economics – Law School) has posted From Contract to Regulations for the Company: The Metamorphoses of the Corporate Constitution (Law Quarterly Review, forthcoming) on SSRN. Here is the abstract:
This article examines the legal nature of the corporate constitution and argues that its traditional characterisation as a contract is historically accurate but no longer conceptually adequate. Two metamorphoses have been identified: the corporate constitution evolved from the deed of settlement into a private statutory instrument under the Companies Acts, and at incorporation it changes its legal nature from an agreement among incorporators into regulations for the company. The analysis demonstrates that interpretation, amendment, and enforcement align more closely with statutes and statutory instruments than with ordinary contracts, while shareholder agreements remain ordinary contracts.
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