The duty of loyalty in the cooperative law. A comparative study

Among the duties of the government bodies’ members of the different entities, which are connected to the good government, the duty of loyalty must be underlined. This duty, derived from the good-faith duty, obliges to act in the interest of the entity in case of conflict of interest, and to subordinate one’s own interests, except when there is an authorisation. Loyalty duty is applicable both to managers, who must manage the entity’s interest, and to partners, according to the common purpose derived from the company contract. This duty, at the same time, includes some particular rules, referred to transparency, remuneration, prohibition of competition, self-contracting... This essay compares the regulation of the duty of loyalty and its realizations in the different Cooperative Laws in Spain, both referring to the managers and to the partners, comparing this, at the same time, with the regulation of these aspects in companies’ general legislation, an in the Spanish Corporate Enterprises Act in particular, in order to obtain a general view of the issue, a necessary basis to go more deeply into it, and suggesting some preliminary conclusions or assessments.

The corporate regimen of labour companies in the New Act 44/2015, on 14th October, of labour and investee companies

Act 44/2015, on 14th October, of labour and investee companies, aims to accommodate the different instruments, limits and requirements with which the legal regime of the labour companies is set, to the current economic and legal context where they must develop their economic activity. The purpose of the law is to preserve their special status, while it seeks to modernize its legal structure to ensure the economic solvency of the business plan, without weakening the social profile that is required. The new law includes two organisational figures, ‘labour companies’ and the calling ‘investee companies’, of the last one, only leaving evidence of what is to be understood by them referring its regulation to a subsequent regulatory development. Until the publication of the regulation, our work has focused on the corporate aspect of the labour companies by analysing the modifications made on the typological elements and legal regime of these organisational figures to determine whether the law is the necessary and sufficient instrument to achieve the challenge proposed.

Resistance is futile: the borg, the hive, and corporate hegemony

The Borg, a collective of humanoid cyborgs linked together in a hive-mind and modeled on the earthly superorganisms of ant colonies and beehives, has been the most feared alien race in the Star Trek universe. The formidable success of the Borg in assimilating their foes corresponds to the astounding success of superorganisms in our own biosphere. Yet the Borg also serves as a metaphor for another collective of biological entities known as the corporation. In the Anthropocene epoch, corporations have become the most powerful force on the planet; their influence on the social world and the environment exceeds any government and may determine the continued sustainability of human life. Corporations have been described as people and as machines, but neither metaphor accurately describes their essence or contributes to an understanding that might resist their power. This paper reframes our understanding of the corporation by examining the metaphors that are used to describe it, and by suggesting an entirely new metaphor viewing the Borg and the corporation through the lens of sociobiology. I will argue that the corporation is a new form of superorganism that has become the dominant species on the planet and that the immense, intractable power of a globalized, corporate hive-mind has become the principal obstacle to addressing the planetary emergency of climate change. Reframing our metaphoric understanding of corporations as biological entities in the planetary biosphere may enable us to imagine ways to resist their increasing dominance and create a sustainable future.