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|Title: ||In search of corporate accountability: liabilities of corporate participants|
|Authors: ||Lo, Stefan Huoy Cheng|
|Keywords: ||directors’ duties, shareholders’ liabilities, corporate veil, limited liability|
|Issue Date: ||25-Feb-2015|
|Publisher: ||University of Sydney|
Faculty of Law
|Abstract: ||There is much debate over corporate social responsibility on whether business companies should look beyond shareholder primacy and profit maximisation to act for the benefit of others. But it is generally agreed, even amongst advocates of shareholder primacy, that profit maximisation should only be achieved within the framework of external laws regulating the conduct of individuals and companies generally. If the objectives of such external laws are not to be defeated, then it is important for controllers of companies to ensure corporate compliance with the law. Yet controversies have arisen (such as the James Hardie scandal) where corporate enterprises may have improperly flouted or evaded liabilities under the law.
Against this background, the thesis argues that it is necessary to ensure that responsible persons are accountable under the law so as to promote compliance with legal regulations in the corporate context. Individuals or entities behind the company who are responsible for wrongful conduct should be held liable under the law ― whether it be tort law or statutory regulation. Some counter that the corporate law principles of limited liability and separate entity have primacy to effectively shield those behind the company from at least certain types of liability. However, the thesis argues that it is undesirable for corporate insiders to hide behind the company to avoid tortious or statutory liabilities.
The thesis adopts a theory of interactive (corrective) justice to be applied in the corporate context to justify the imposition of civil liability on responsible directors, shareholders and other corporate participants. In light of this theoretical framework, possibilities of rectifying deficiencies in the law through judicial development of existing legal principles will be examined. To the extent that appropriate directions in the law cannot be achieved via judicial development of the law, the thesis also investigates possibilities of statutory reform.|
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|Rights and Permissions: ||The author retains copyright of this thesis. It may only be used for the purposes of research and study. It must not be used for any other purposes and may not be transmitted or shared with others without prior permission.|
|Type of Work: ||PhD Doctorate|
|Type of Publication: ||Doctor of Philosophy Ph.D.|
|Appears in Collections:||Sydney Digital Theses (University of Sydney Access only)|
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|Lo_S_thesis.pdf||Thesis||2.4 MB||Adobe PDF|
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