Cambridge Scholars Publishing In Search of Corporate Accountability: Liabilities of Corporate Participants

There is currently 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. It is generally agreed, however, 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. Despite this, controversies have arisen where corporate enterprises may have improperly flouted or evaded liabilities under the law. Against this background, it is argued in this book 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 the primacy to effectively shield those behind the company from at least certain types of liability. However, it is undesirable for corporate insiders to hide behind the company to avoid tortious or statutory liabilities. This book adopts a theory of interactive (corrective) justice that is applied in the corporate context to justify the imposition of civil liability on responsible directors, shareholders and other corporate participants under Anglo-Australian law. In light of this theoretical framework, possibilities of rectifying deficiencies in the law through judicial development of existing legal principles are examined. To the extent that appropriate directions in the law cannot be achieved via judicial development of the law, the book also investigates possibilities of statutory reform. About the Author Stefan H. C. Lo is a Legal Practitioner of the Supreme Court of New South Wales, and received his LLM and PhD from the University of Sydney. He is currently Deputy Principal Government Counsel (Ag) in the Civil Division of the Department of Justice, Hong Kong, and a Research Affiliate of the Sydney Law School’s Ross Parsons Centre of Commercial, Corporate and Taxation Law, having formerly served as Assistant Professor at the School of Law at the City University of Hong Kong. He is a co-author of Lo and Qu’s Law of Companies in Hong Kong, now in its 2nd edition (2015), and has also published in law journals and treatises in areas including corporations law, consumer law and privacy law.