Envelope addressed to Mr. Welland D. Woodruff from Caldwell, Masslich and Reed, Attorneys and Counsellors at Law

Envelope addressed to Mr. Welland D. Woodruff from Caldwell, Masslich and Reed, Attorneys and Counsellors at Law, New York, postmarked Hudson Terminal Station, New York, Sept. 22, 1913.

Management renewal? Consequences of the new conception of the “best interests of the corporation” in North American and French Corporate Law

Corporate law integrates a stakeholder conception through the comprehensive meaning of the best interests of the corporation. In this paper, I address criticisms about classical definition of the firm’s purpose. Even if American law is more discreet and uncertain, it is possible to defend a broad conception of the best interests of the corporation. The interests of Canadian and French firms include their partners. While the notion of intérêt social is debatable in France, Canada has recently modified its point of view regarding the purpose of the firm. Indeed, the decision of the Supreme Court of Canada Magasins à rayons Peoples Inc. (Syndic de) v. Wise in 2004 changed the concept of corporate law. With respect to fiduciary duties, the Supreme Court set aside the traditional interpretation of the “best interests of the corporation” which gave primacy to shareholders’ interests. The Court held that the expression “best interests of the corporation” refers to the maximization of the corporation’s value. This innovative vision of the best interest of the corporation introduces stakeholder theory and corporate social responsibility (CSR) into corporate law and provides a new field for the firm’s management to frame their responsibilities. This paper concludes with an extended discussion of the implications of stakeholder and CSR influence for the future of corporate law, economy and financial researches.

Comparative Lessons on Corporate law and CSR: Hard Law as Solution? Do the French offer the way ahead?

This paper provides a comparative analysis of corporate law and CSR and asks whether there are lessons for Australia from corporate law and CSR developments in France. This presentation presents a summary of the provisions of the new French Act Number 2010-788 passed on 12 July 2010 – called “Grenelle 2” –. Firstly, article 225 of Law’s Grenelle 2 changes the Commercial Code to extend the reach of non-financial reporting and to ensure its pertinence. Secondly, article 227 Law’s Grenelle 2 amends certain provisions of the Commercial and Environmental Codes and incorporates into substantive law the liability of parent companies for their subsidiaries. In fine, article 224 of Law’s Grenelle 2 reinforces the pressure on the market to act in a responsible manner. It modifies article 214-12 of the Monetary and Financial Code in order to compel institutional investors (mutual funds and fund management companies) to take social, environmental and governance criteria into account in their investment policy.

Corporate human rights obligations and international investment law

La globalización permeó las fronteras artificiales existentes entre la economía y la sociedad alrededor del mundo. Las actividades empresariales en este ambiente globalizado ha servido como catalizador de las violaciones de derechos humanos como consecuencia de la ausencia de la protección institucional algunas empresas han explotado los vacíos jurídicos y la falta de protección de los derechos humanos. Al respecto, para lograr un cambio paradigmático requiere un fuerte énfasis en los derechos y las obligaciones de las empresas. Este artículo presenta un análisis crítico de las obligaciones de las empresas en material de derechos humanos frente a la falta de cláusulas de estabilización en los contratos de inversión extranjera. En primer lugar, estas cláusulas son examinadas en relación con la responsabilidad en las obligaciones corporativas con relación a los derechos humanos fundamentales. De acuerdo con lo anterior, se analizan las dimensiones sustantivas y procesales de las cláusulas de estabilización. En segundo lugar, apelando a los ejemplos concretos del Acuerdo para el desarrollo de la Minería entre Mittal Steel y el Gobierno de Liberia, así como el proyecto del Oleoducto de Baku‐Tblisi‐Ceyhan como casos de análisis, este artículo busca la aplicación de las cláusulas de estabilidad en las inversiones extranjeras con relación a la protección de los derechos humanos por parte de los Estados y de las empresas. En tercer lugar, se propone una modificación a la forma como se introduce la cláusula relativa a los derechos humanos. En este orden de ideas, los derechos humanos de los inversionistas, específicamente de las empresas, deben ser incluidos en los acuerdos de inversión extranjera.

Equality, reasonableness and gender in the process of constitutionalization and internationalization of law

The themes of this paper are equality, reasonableness and gender rights in the dynamics of two sequential and convergent processes: the constitutionalization of judicial law, and the internationalization of constitutional law. The thesis of this paper is that in the face of non-compliance of the obligation to regulate, guarantee and protect gender rights, the best option has been to strengthen judicial law, which has enabled the development of rules for protection, the adoption of contemporary methods of interpretation and adjudication of the law, as well as the resolution of shortfalls in protection based on said processes of the constitutionalization and internationalization of local law.

Changing precipitation patterns alter plant community dynamics and succession in an ex-arable grassland

1. Changes in the frequency of extreme events, such as droughts, may be one of the most significant impacts of climate change for ecosystems. Models predict more frequent summer droughts in much of England: this paper investigates the impact on different types of plants in an ex-arable grassland community. 2. A long-term experiment simulated increased and decreased summer precipitation. Substantial interannual variation allowed the effects of summer drought to be tested in combination with wet and dry weather in other seasons. This is important, as climate models predict increased winter precipitation. 3. Total cover abundance in early summer increased with increasing water supply in the previous summer; there was no effect of winter precipitation. Productivity is therefore likely to decrease with more frequent summer droughts, with no mitigating effect of wetter winters. 4. The percentage cover of perennial grasses declined during a natural drought in 1995-97; this was exacerbated by the experimental drought treatment and reduced by supplemented rainfall. Simultaneously, short-lived ruderal species increased; this was greatest in drought treatments and least with supplemented rainfall. 4. These trends were subsequently reversed during several years of unusually wet weather, with perennial grasses increasing and short-lived forbs decreasing. This occurred even in experimentally droughted plots, and we propose that it resulted from rapid coverage of gaps during wet autumns and winters. 6. Deep-rooted species generally proved to be more drought resistant, but there were exceptions. 7. We conclude that increased frequency of summer droughts could have serious implications for the establishment and successional development of ex-arable grasslands. Increased winter precipitation would moderate the impact on species composition, but not on productivity.

Retirement and succession on the family farm

For farmers, the decision as to when to retire is probably one of the hardest that they will have to face during their working lives. The business of farming brings special circumstances which means that retirement is more often a process than a definitive action. This paper seeks firstly to clarify those special circumstances, and then, by means of flow charts, to identify the key decisions which must be faced if the retirement is to be successful. The practise of handing on the farmland and the other business assets to the next generation are regarded as separate but interrelated stages in the process of retirement, both having legal, financial and human consequences which are considered. By way of conclusion, the parameters for a successful retirement are considered, both from the standpoint of the retirer and of the successor.

Safeguarding inheritance and enhancing the resilience of orphaned young people living in child- and youth-headed households in Tanzania and Uganda

This paper explores the resilience of orphaned young people in safeguarding the physical assets (land and property) that they inherited from their parents and in sustaining their households without a co-resident adult relative. Drawing on the concept of resilience and the sustainable livelihoods framework, this paper analyses the findings of an exploratory study conducted with 15 orphaned young people heading households,18 of their siblings and 39 NGO workers and community members in Tanzania and Uganda. The research suggests that inherited land and property represent key determining factors in the formation and viability of child- and youth-headed households in both rural and urban areas. Despite experiences of stigma and marginalisation in the community, social networks were crucial in enabling young people to protect themselves and their property, in providing access to material and emotional resources and in enhancing their skills and capabilities to develop sustainable livelihoods. Support for child- and youth-headed households needs to recognise young people's agency and adopt a holistic approach to their lives that analyses the physical assets, material resources, human and social capital available to the household, as well as individual young people's wellbeing, outlook and aspirations. Alongside cash transfers and material support, youth-led collective mobilisation that is sustained over time may also help to build resilience and foster more supportive social environments that challenge property grabbing and the stigmatisation of child- and youth-headed households.