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Enforcement of Corporate Conduct under the Equitable Maximisation and Viability Principle

Attenborough, D.



Legal academics and practitioners have engaged in intense elaboration and defence of differing perspectives about the appropriate standard of corporate conduct, and unresolved debates surrounding this contemporary legal issue have proved intractable. The classical scholarship has become ghettoised in self-supporting ecosystems of inflexible exchange. Of necessity, a new conceptual approach has been proposed to address in an affirmative fashion the inevitable penumbra of uncertainty and institutional indeterminacy of corporate law, specifically in regard to stipulating an appropriate standard of corporate behaviour for the myriad of organisational activity. This is the Equitable Maximisation and Viability principle (EMV). This paper focuses on providing for some meaningful enforceable standards that ensure the principle is not precatory. Before this can be undertaken, it considers in a systematic and comprehensive manner corollary questions as to whether substantive private enforcement procedures can, and should, be used to monitor and challenge directors’ decision making. These insights allow the paper to open up the enforcement issue. The principal part of the paper identifies and examines various alternative ways of enforcing the principle and then argues for the use of one credible mechanism.


Attenborough, D. (2013). Enforcement of Corporate Conduct under the Equitable Maximisation and Viability Principle. Legal Studies, 33(4), 650-678.

Journal Article Type Article
Publication Date Dec 1, 2013
Deposit Date Feb 20, 2015
Journal Legal Studies
Print ISSN 0261-3875
Electronic ISSN 1748-121X
Publisher Cambridge University Press
Peer Reviewed Peer Reviewed
Volume 33
Issue 4
Pages 650-678