Franchising serves as one of the most popular forms of owning and operating a business. As the franchise model has grown, so too have issues in vicarious liability. Over the years, multiple methods of allocating the blame to franchisors have developed, such as through statutory construction or the emergence of vicarious liability in the common law. With legal classification and the level of control of the utmost importance, franchisors tread lightly in establishing oversight procedures that do not cross over into control of day-to-day operations.

This Article frames a normative theory of stewardship engagement by large institutional investors and asset managers that is congruent with their theory of investment management—“Modern Portfolio Theory”—which describes investors as attentive to both systematic risk as well as expected returns. Because investors want to maximize riskadjusted returns, it will serve their interests for asset managers to support and sometimes advance shareholder initiatives that will reduce systematic risk. “Systematic stewardship” provides an approach to “ESG” matters that serves both investor welfare and social welfare and fits the business model of large, diversified funds, especially index funds. 

A fundamental question in corporate law is the nature of the stockholders’ ownership interest in the firm. Should a share of stock be viewed as a simple chattel, the value of which can be measured for all purposes by its trading price? Or should it be viewed as a partial claim on the firm as a whole, the value of which—for some purposes—cannot be determined without reference to the value of the entire firm to a single owner? This question arises in a number of contexts involving intra-corporate disputes, the most important of which is the merger. When examining whether a target board has satisfied its fiduciary duties, or when determining the “fair value” of the stockholders’ shares, a court must confront this fundamental question of the shareholders’ entitlement.

We conducted a comprehensive, up-to-date observation of the enforcement of insider trading law in China. Our observation has a twofold goal. First, we examine how a key component of modern securities law—insider trading law—is enforced in a rapidly growing economy where both regulators and market participants are relatively lacking in experience and must learn to communicate with one another and establish an effective model of law enforcement. Second, we use this observation as a lens for understanding how corporate information flows in a concentrated ownership environment. In theory, controlling shareholders can either voluntarily push for corporate information flow to the general public to win investor confidence, or they can trade for their own private benefit with an informational advantage and keep that information private as long as possible and bet that law enforcement does not detect it. Alternatively, company controllers may opt for a third option, which is to tacitly allow corporate managers to trade with undisclosed corporate information as a form of managerial compensation without conducting any insider trading themselves. Which scenario is more likely is unclear, but China’s concentrated ownership environment makes it a good setting for testing these possibilities. 

Can parties contract out of the general partnership form of business organization, even if their conduct would otherwise establish a partnership? Although a recent judicial decision suggests that they can, treating contractual disclaimers of partnership as dispositive is inconsistent with modern statutes. More importantly, permitting parties to contract out of partnership imposes substantial costs by undermining the protections of fiduciary duty, creating uncertainty about the operating rules for the business, and threatening to deny the rights of third parties. These costs outweigh the benefits of promoting freedom of contract and providing certainty on the partnership formation question, particularly because such benefits can largely be captured within existing partnership and LLC law.