Description

“The New Corporate Law of Corporate Groups” explores how corporate law treats legal entity
boundaries in groups of companies. This study reveals an overlooked global development that has
accelerated in the 21st century. 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 significant
asset sales by subsidiaries. However, the adoption of entity transparency varies across jurisdictions,
leading to unnoticed gaps in investor protection. Notably, there is little correlation between a
jurisdiction’s willingness to bypass entity boundaries for shareholder rights and imposing shareholder
liability for the benefit of creditors. The lecture delves into the economic rationale for the distinct
treatment of entity boundaries with respect to shareholders and creditors, as well as the broader
theoretical and normative implications. It highlights the need to deconstruct various dimensions of
corporate separateness and challenges the notion that overcoming such separateness invariably
requires exceptional circumstances—conclusions that hold significance for other areas of law.

ABOUT THE SPEAKER

Mariana Pargendler is the Beneficial Professor of Law at Harvard Law School. Her scholarship focuses on corporate law, corporate governance, and contract law from economic and comparative perspectives. She has published over 30 articles in various journals and edited volumes, including the Yale Law Journal, the Stanford Law Review, the University of Pennsylvania Law Review, and the American Journal of Comparative Law, among others. She is also a coauthor of The Anatomy of Corporate Law: A Comparative and Functional Approach (Oxford University Press, 2017), a leading academic treatise on comparative corporate law.

Before joining Harvard Law School, Professor Pargendler served as Professor of Law at FGV Law School in São Paulo, Brazil, where she also directed the Center for Law, Economics, and Governance. She has served as a Visiting Professor of Law at Columbia, Penn, Stanford, and Yale, and has taught as Global Professor of Law at NYU’s Buenos Aires program.

Professor Pargendler holds LL.M. and J.S.D. degrees from Yale Law School, as well as LL.B. and PhD degrees from the Federal University of Rio Grande do Sul (Brazil). Prior to entering academia, she practiced in the areas of corporate governance and M&A in the New York office of Weil, Gotshal & Manges LLP.

ABOUT THE MODERATOR

Professor Tan Cheng Han, S.C. was Dean of the NUS law school from 2001 to 2011, Chairman of the NUS E W Barker Centre for Law and Business from 2012 to 2019, and Dean of the City University of Hong Kong School of Law from 2019 to 2022. He is presently the Chief Strategy Officer of NUS Law. His other current roles include being a Senior Consultant at Wong Partnership LLP, Chairman of Singapore Exchange Regulation Pte Ltd, President of the Asian Law Schools Association, and a member of the Singapore Business Federation’s Board of Trustees. He maintains an active practice as counsel and arbitrator and has received many arbitral appointments as sole, presiding and co-arbitrator.

Professor Tan has been active in public service. These include being Chairman of the Public Accountants Oversight Committee, the Media Literacy Council, NTUC First Campus and Caritas Singapore. He has also served as Deputy Chairman of Sport Singapore and the Singapore Exchange’s Listing Advisory Committee, as a member of the Securities Industry Council, the Corporate Finance Committee and the Advisory Council on the Impact of New Media on Society, and on the boards of the Competition and Consumer Commission of Singapore and the Accounting and Corporate Regulatory Authority. Professor Tan has also sat as a member of the Military Court of Appeal and as a Specialist Judge.

Recent publications include: “The Metaverse beyond the internet” (2023) Law, Innovation and Technology, DOI: 10.1080/17579961.2023.2245677 (with Daniel Seng); “Vicarious Liability in the Law of Agency” [2022] 2 Journal of Business Law 164; “Implied Terms in Undisclosed Agency” (2021) 84 Modern Law Review 532; “Mixed Ownership Reform and Corporate Governance in China’s State-owned Enterprises” (2020) 53 Vanderbilt Journal of Transnational Law 1055 (with Wang Jiangyu); “Estoppel in the Law of Agency” (2020) 136 Law Quarterly Review 315; and a co-edited book, Intermediaries in Commercial Law (Hart, 2022) to which he contributed a chapter on “Agency, Artificial Intelligence and Algorithmic Agreements”.