Enterprise Liability: Reviewing and Revitalizing Liability for Corporate Groups

Enterprise Liability: Reviewing and Revitalizing Liability for Corporate Groups

This Comment explores enterprise liability as it applies to corporate groups. It argues that the doctrine of limited liability, which shields a corporation’s shareholders from the corporation’s debts, is problematic from both a normative and an efficiency perspective when applied to the parent/subsidiary context, and in particular to preventing parent liability for a subsidiary’s mass torts, human rights disasters, and environmental harms. Enterprise liability in this limited context provides one possible solution to the shortcomings of limited liability, as a parent corporation would be liable to outside creditors for a subsidiary’s torts if it is part of the same economic enterprise. The Comment then explores areas where enterprise liability, in many different iterations, has gained explicit or implicit support from legislators and judges. The Comment reviews both international jurisdictions and enclaves of United States law where enterprise principles have either become part of an established canon, or survive in the shadows of entity law. It draws on the lessons of these jurisdictions in order to enumerate some of the various features that might characterize a preferable system.




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Against Moral Rights

This Article attacks the foundations of moral rights scholarship, law, and theory. The author focuses on the moral right of “integrity,” called “the heart of the moral rights doctrine,” which allows an artist to prevent modification, and in some cases, destruction of his art work. Her argument is that moral rights actually endanger art in […]

The Federal Courts as a Franchise: Rethinking the Justifications for Federal Question Jurisdiction

This article provides a critical analysis of the view, dominant among courts and scholars, that the lower federal courts’ jurisdiction to adjudicate cases involving questions of federal law can be justified on the ground that federal judges are more likely than their state court counterparts to provide evenhanded, uniform, expert adjudication of federal law. It […]

An Estoppel Doctrine for Patented Standards

Technical standards, such as interface protocols or file formats, are extremely important in the “network industries” that add so much value to the world economy today. Under some circumstances, the assertion of patent rights against established industry standards can seriously disrupt these network industries. We have in mind two particularly disruptive tactics: (1) the “snake […]