This chapter explores the role and regulation of general meetings within EU companies, focusing on shareholder participation, decision-making processes and procedural requirements. It examines the harmonization efforts through EU directives aimed at ensuring transparency, fairness and effective corporate governance. The chapter analyses the rights and obligations of shareholders during general meetings, including voting mechanisms and minority protections. It also addresses challenges related to cross-border participation and digitalization of meetings. By reviewing case law and national variations, the chapter highlights how general meetings serve as a crucial platform for accountability and stakeholder engagement in the EU corporate framework.

This chapter explores Article III’s enigmatic structure – establishing one Supreme Court, optional inferior courts, and limited original jurisdiction – which is amenable to competing interpretations and lends itself to competing conceptions of the judicial role in a system of separated powers. Despite scholarly disagreements over the details of this structure, judicial review is an inherent feature of judicial power under a written constitution. The chapter argues that judicial review, affirmed in Marbury v. Madison (1803), follows from conflict-of-laws principles, with unanimous Founding-era support from figures like Hamilton and Iredell. The chapter refutes claims that Chief Justice Marshall invented judicial review, emphasizing its roots in the Constitution’s text and the Framers’ expectations. However, it challenges judicial supremacy, suggesting courts were not intended as final arbiters of constitutional meaning, a theme explored further in subsequent chapters on Dred Scott and departmentalism. By comparing Article III with Articles I and II, the chapter clarifies the judiciary’s role within the separation of powers, arguing that its structure supports a balanced, not dominant, judicial branch.

This chapter examines the distribution of foreign affairs powers, arguing that the Constitution’s text sufficiently allocates authority between Congress and the President without requiring unenumerated or inherent presidential powers. It rejects both formalist claims of a residual executive power and functionalist assertions of necessity-driven authority, asserting that the President’s powers, such as appointing ambassadors and treatymaking, cover essential functions like managing international relations. Historical episodes, including Washington’s Neutrality Proclamation and the Monroe Doctrine, illustrate that presidential actions rely on enumerated powers, not a broad policy-setting prerogative. The chapter argues the President does not have unilateral or exclusive authority to recognize foreign governments or to terminate treaties. Treaties are necessary for long-term international obligations and to bind state courts under Article VI, but executive agreements are constitutional if Congress has delegated the relevant authority to the President. While Congress holds most foreign affairs powers, the President’s role is robust but constrained by the Constitution’s formal structure. This formalist approach ensures a balanced separation of powers in foreign affairs.

This chapter explores the legal and historical development of the Societas Europaea (SE), a unique European public limited liability company designed to facilitate cross-border business within the EU. It examines the regulatory framework established by EU legislation, the motivations behind creating a unified corporate form and the processes involved in its formation. By analysing case law, statutory provisions and practical implications, the chapter highlights how the SE promotes corporate mobility, governance harmonization and legal certainty across Member States. The discussion also addresses challenges and future prospects for the Societas Europaea in an evolving European business environment.

This chapter analyses the management and control structures in EU corporate governance, with particular emphasis on the one-tier and two-tier board systems. It explores how different Member States implement these models, examining their respective roles, composition and legal requirements. The chapter assesses the advantages and challenges of each system in terms of oversight, accountability and stakeholder representation. By reviewing EU directives and comparative national practices, it highlights efforts to balance efficient management with effective supervision. The discussion provides insights into how these governance frameworks influence corporate decision-making and transparency within the EU’s diverse legal landscape.

This chapter examines the principles and legal mechanisms aimed at protecting minority shareholders and ensuring equal treatment within EU company law. It explores the balance between majority control and minority rights, focusing on safeguards against abusive practices and discrimination. Key case law, including the Siemens and Volkswagen cases, illustrates judicial approaches to shareholder protection and equal treatment. The chapter reviews EU directives and national practices related to information rights, participation and remedies for oppression. It highlights challenges in harmonizing standards and recent reforms promoting fairness and corporate accountability, underscoring their vital role in maintaining trust and stability in European capital markets.

The focus of this chapter is the debate in the House of Lords and the attack there on Attorney General Richard Hermer’s adoption of Lord Bingham’s ‘thick’ definition of the rule of law in place of their allegedly apolitical ‘thin’ definition. It argues that the main attackers can’t help but espouse a thick conception of the rule of law, which, although less thick than the Hermer/Bingham conception, still shows that the Rwanda Act violated the rule of law. It also shows that the common good lawyers rely on a legal positivist position, which excludes human rights and international law from the content of the rule of law, while Hermer and Bingham, following Dicey, adopt a common law methodology that includes human rights and international law in the content of the rule of law.

This chapter defends the nondelegation doctrine, arguing that the Constitution’s text, structure, and history prohibit Congress from delegating legislative power to the President or subordinate agencies. Textually, the Vesting Clause is an exclusive grant of legislative power to Congress and the Constitution omits any clause permitting delegation. Structurally, each branch is institutionally designed to performs its function effectively, a design disrupted if Congress cedes lawmaking authority to the executive. Historically, Madison’s warnings against power accumulation and other early statutes, discussions, and adjudications align with an “intelligible principle” or “important subjects” test, which refutes revisionist claims of broad delegations. The chapter critiques the Supreme Court’s lenient modern standard for upholding vague delegations, and proposes a reinvigorated doctrine requiring Congress to set major policies, preserving its deliberative function and preventing executive overreach.

This chapter examines the concept of legal capital and its role in capital formation within the European Union. It analyses the regulatory framework governing minimum capital requirements for companies, exploring how these rules aim to protect creditors and ensure financial stability. The chapter also considers the balance between safeguarding stakeholder interests and promoting entrepreneurial flexibility across diverse Member States. By reviewing EU directives, case law and comparative practices, it highlights challenges and reforms in harmonizing capital rules. The discussion underscores the evolving nature of capital formation in the EU’s integrated market and its impact on corporate finance and governance.

This chapter examines the compound republic established by the U.S. Constitution, emphasizing its innovative balance of national and state powers. Unlike the Articles of Confederation’s league of states, the Constitution was ratified by the people, not state legislatures, and thereby creates a national government with direct authority over individuals, but only within its assigned sphere. This “new science of politics,” as Hamilton termed it, departs from Montesquieu’s view that republics suit only small territories, enabling a robust union capable of addressing external threats and internal defects such as the ineffective taxation and defense under the Articles. Madison’s writings in The Federalist highlight the Constitution’s blend of national and federal elements, ensuring legitimacy through popular sovereignty while preserving state autonomy in areas outside the enumerated powers. The chapter explores the Webster-Hayne Debate and Jackson’s response to South Carolina’s tariff nullification to refute secession and nullification and reaffirm the Constitution’s supremacy, while acknowledging states’ roles in “interposition,” as in the 1798 Virginia and Kentucky Resolutions, to alert citizens to potential federal overreach.

This chapter examines the legal framework governing mergers, divisions and conversions of companies within the European Union. It analyses the relevant EU directives designed to facilitate corporate restructuring while protecting stakeholders’ rights and ensuring transparency. The chapter explores procedural requirements, cross-border challenges and the impact of these transformations on capital maintenance and creditor protection. By reviewing case law and national implementations, it highlights efforts to harmonize rules and promote business flexibility across Member States. The discussion underscores how these mechanisms support corporate efficiency, market integration and the dynamic nature of the EU’s internal market.