The Taming of the Shrewd: A Reappraisal of the Interests of the Company as a Control on Directorial Autonomy
Bibliographic record
Abstract
This thesis examines how differing conceptions of the company's interests can affect the autonomy of directors. This involves a comparative analysis across five common law jurisdictions: Ireland, the United Kingdom, Delaware, Canada and Australia, looking at how each jurisdiction judicially or legislatively frames the duty of directors to act in good faith in what they consider to be in the interests of the company. This firstly examines theoretical accounts of what falls within the company's interests spanning various economic and sociological accounts of the company alongside shareholderist and stakeholderist conceptions of corporate purpose. Building upon this theoretical framework later chapters explore the doctrinal understanding of the company's interests at common law and their reappraisal in legislative reform. The contextual nature of the company's interests is also examined, with how differently or narrowly the company's interests are framed in circumstances such as takeovers or insolvency. These differing conceptions of the company's interests are not primarily approached for their normative value. The central research question is instead to what extent the scope of directorial autonomy is contingent upon how the interests of the company are understood. This thesis therefore explores how reappraisals of the company's interests will position directors in their capacity to exercise autonomy over their business judgment and approach towards the company's interests. The position of directors is approached as a trade-off between authority and accountability and whether reappraisals to the company's interests are to be seen as stymying or bolstering directorial autonomy. The means by which the company's interests can act as an accountability mechanism are explored through legal accountability and judicial deference to good faith business judgment. Market accountability is also explored namely through reporting requirements, stakeholder monitoring and residual control. Doctrinal reappraisals of the company's interests may merely recognise the commercial status-quo that the company's interests are inherently multi-faceted. Complexified accounts of the company's interests may accordingly do more to reinforce deference to business judgment than achieve new avenues of accountability. This thesis concludes that any ongoing reappraisal of the company's societal role and broadened interests are to be approached principally for their impact on directorial autonomy and business judgment.
Fetched live from OpenAlex and de-inverted. Abstracts are not stored in this database: the inverted indexes are 8.6 GB of the frame’s 9.3 GB of text, and the host has 13 GB free.
How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.019 | 0.025 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.001 | 0.001 |
| Bibliometrics | 0.002 | 0.001 |
| Science and technology studies | 0.008 | 0.072 |
| Scholarly communication | 0.014 | 0.022 |
| Open science | 0.002 | 0.014 |
| Research integrity | 0.003 | 0.009 |
| Insufficient payload (model declined to judge) | 0.002 | 0.000 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".