A company is a legal entity, distinct from its creators, members, directors and managers. Chapter 3 of this book discusses the separate legal status of the company in detail. For the purposes of this current chapter, we emphasise that for a company to come into existence there must be a conferral of that status by the state. Unlike some other forms of association, such as a partnership, it is not legally effective for a group of people to simply declare themselves to be a company. A company is a type of corporation. The corporate status of a company is brought into existence through a process of registration under the Corporations Act. Other types of corporate entities are created by different legislative mechanisms, and we briefly describe some of these later in this chapter.

This chapter describes the range of basic company structures available under the Corporations Act, focusing on three ways in which companies can be categorised: their proprietary or public status; how they structure the liability of their members; and their relationship to other companies. The chapter examines the role of corporate groups, as well as the difference between closely-held, one-person, and widely-held companies.

There are three ways of becoming a shareholder: by subscribing to a new issue of shares in a company; by purchasing shares from an existing shareholder; or by transmission of ownership in shares due to the operation of law (for example, where shares are transferred to the beneficiary under a will). In this chapter, we focus on the first method: the issuing of shares and securities as a means of fundraising, commonly referred to as ‘raising capital’ or ‘equity raising’. The term ‘subscription’ describes the relationship where a company issues shares directly to a shareholder. The legal relationship between the company that issues and the shareholder who subscribes for new shares can be analysed using the contractual rules of offer and acceptance.

Our primary focus in this chapter is the issue of securities by public companies. Generally speaking, only public companies are permitted to raise capital by issuing securities to a broad cross-section of the public.

In this book, we have mostly depicted companies as legal actors in their own right that act through certain human agents. In this chapter, our focus changes: we now think of companies as things that may be owned and controlled. Nevertheless, the motivations of human agents remain at the forefront. Some of the law that we encountered in previous chapters will be relevant here, because it regulates the behaviour of the human protagonists; for example, the law on directors’ duties. However, the law of takeovers in Australia is a special body of law. This law is set out in chs 6, 6A, 6B and 6C of the Corporations Act, together with a unique dispute resolution system that diverts disputes away from the courts and into an administrative body—the Takeovers Panel (‘the Panel’)—during the life of a takeover bid. The decision-making of the Panel is guided by policy and commerciality, rather than legal doctrine.

This introduction to the book begins with a narrative of the prevalence of gun violence in the United States and the trafficking of gun violence into Mexico and Latin America. It canvasses the current statistics of gun-related murders, suicides, mass shootings, and school shootings compiled by the CDC, the Pew Research Institute, Bureau of Alcohol, Tobacco, Firearms and Explosives, the Giffords Center, and other agencies collecting gun violence data. The introduction sets forth the themes of the book, including locating the landscape of firearms litigation in the history of mass tort litigation, the ineffectiveness of various gun regulatory initiatives, the historical immunity of the firearms industry from liability for gun harms, and the recent inroads on the ability to sue firearms defendants through the enactment of targeted consumer protection and public nuisance firearms accountability statutes. The introduction suggests the argument that the 1998 Tobacco Master Settlement Agreement demonstrated that impervious, dangerous product industries could finally be held accountable, and that the Sandy Hook Elementary School litigation marked a pivotal point in opening a pathway toward suing the firearms industry and holding it accountable for gun harms.

The advent and momentum gained by Generative AI erupted into the EU regulatory scene signalling a significant paradigm shift in the AI landscape. The AI Act has struggled to embrace the eruption and extraordinary popularity of Generative AI and managed to provide for specific solutions designed for these models. Nonetheless, there are legal and regulatory implications of Generative AI that may exceed the proposed solutions. Understanding the paradigm shift that Generative AI is likely to bring will allow us to assess the sufficiency and adequacy of the measures adopted and to identify possible shortcomings and gaps in the current EU framework. Generative AI raises specific problems in the compliance of AI Act obligations and in the application of liability rules that have to be acknowledged and properly addressed. Multimodality, emergence factor, scalability or generality of tasks may mismatch the assumption underlying the obligations and requirements laid down for AI systems. The chapter explores whether the current ecosystem of existing and still-to-be adopted rules on AI systems does fully and adequately address the distinctive features of Generative AI, with special consideration to the interaction between the AI Act and the liability rules as provided for the draft AILD and the revPLD.

Despite experiencing particularly severe and potentially irreversible climate change impacts, Peru has not yet developed explicit national policies on loss and damage. This chapter draws on the analysis of government policy and legislative documents, as well as twelve semi-structured interviews with key public and civil society actors, and identifies two key factors which contribute to limiting Peru’s engagement with loss and damage at the national level: national identity and policymaking politics. With respect to the former, the chapter argues that the issue of loss and damage is perceived as inconsistent with Peru’s identity and status as an upper middle-income country. National actors tend to frame loss and damage as “money for the poor” and thus something concerning Small Island Developing States and least developed countries, and there is also a fear that, as a middle-income nation, Peru might potentially be liable for claims against the nation state for the impacts of climate change. Moreover, Peru’s extractivist development and economic model limits the discussion and uptake of bold climate-related policies. With respect to (party) politics, the chapter finds that loss and damage is seen as highly contentious in Peru’s policymaking process and that it lacks the necessary support from civil society organizations.

The concluding chapter synthesizes the book’s findings and presents the reimagined view of IFIs not only as funders of development projects but as lawmakers and enablers of non-State actor participation in the international lawmaking process concerning sustainable development. As each of the chapters demonstrated, sustainable development can derive meaning and normative force within the international legal order through the work of IFIs and their interaction with other non-State actors and with States from the Global South. This lawmaking role urges further scrutiny to ensure IFIs’ accountable exercise of power and performance of their legal mandates and creativity to genuinely uphold the right to remedy of project-affected people.

The complexity involved in developing and deploying artificial intelligence (AI) systems in high-stakes scenarios may result in a “liability gap,” under which it becomes unclear who is responsible when things go awry. Scholarly and policy debates about the gap and its potential solutions have largely been theoretical, with little effort put into understanding the general public’s views on the subject. In this chapter, we present two empirical studies exploring laypeople’s perceptions of responsibility for AI-caused harm. First, we study the proposal to grant legal personhood to AI systems and show that it may conflict with laypeople’s policy preferences. Second, we investigate how people divide legal responsibility between users and developers of machines in a variety of situations and find that, while both are expected to pay legal damages, laypeople anticipate developers to bear the largest share of the liability in most cases. Our examples demonstrate how empirical research can help inform future AI regulation and provide novel lines of research to ensure that this transformative technology is regulated and deployed in a more democratic manner.

Chapter 5 discusses the “whitepaper” or prospectus regime in Titles II–IV MiCA and compares it to the Prospectus Regulation. Following an introduction to the objectives, applicable legislation, and the risk-based differentiation of the prospectus rules, Section 5.3 covers the scope of MiCA’s prospectus rules. Section 5.4 explains the prospectus procedure, including the obligation to publish a prospectus, obliged entities, the approval and publication processes, along with expiration, updating, modification, and supplementing of the prospectus. Section 5.5 addresses the content and form of the prospectus, Section 5.6 the liability for information in the prospectus, and finally, Section 5.7 covers the EU-wide application of the prospectus (EU passport).

Chapter 9 discusses the rules applicable to investment funds investing in digital assets. We discuss the question of which cases the additional MiCA provisions apply to (Section 9.2) and consider the particularities of the general CASP rules laid down in Title V MiCA in the context of investment funds (Section 9.3) before we look into outsourcing (including brokerage and portfolio management and advice) in Section 9.4 and fund-specific questions regarding safekeeping and custody (Section 9.5). Section 9.6 concludes.

Chapter 8 discusses MiCA’s rules on crypto custody. After examining international developments (Section 8.2), we discuss the scope of MiCA’s custody rules (Section 8.3) prior to analysing the impact of MiCA’s general requirements for CASPs (e.g., fiduciary duties and safekeeping rules) (Section 8.4) and discussing Article 75 MiCA on crypto custody in-depth (Section 8.5). We go on by exploring how crypto custodians regulated by MiCA interact with other regulated intermediaries that safekeep assets either as their main business or as side services to supplement their brokerage or asset management services (Section 8.6), and then, we conclude (Section 8.7).

This paper summarizes the United States’ legal framework governing Internet “platforms” that publish third-party content. It highlights three key features of U.S. law: the constitutional protections for free speech and press, the statutory immunity provided by 47 U.S.C. § 230 (“Section 230”), and the limits on state regulation of the Internet. It also discusses US efforts to impose mandatory transparency obligations on Internet “platforms.”

This chapter explores the action for damages as a remedy for fundamental rights violations committed by the EU. Especially considering the shortcomings of the other direct avenues to the CJEU, this mechanism is essential to ensure full compliance with the right to an effective remedy within the EU legal order. Its potential lies in its accessibility to individuals as well as its substantive flexibility that leaves significant room for the CJEU to craft a liability regime suitable to the EU. Yet the action for damages is currently not very effective as a fundamental rights remedy. This is largely due to two factors: the Court’s insistence on the sufficiently serious breach test and the limits to the establishment and enforcement of joint liability. To ensure full compliance with the right to an effective remedy, the CJEU may rely on Article 47 of the Charter and the approaches adopted in national liability laws to develop a fundamental rights specific regime for damages liability. Alternatively, a fundamental rights specific liability regime may also be achieved through secondary legislation.

Chapter 10 provides an overview of the role and functions of private enforcement within regulatory regimes and the availability of redress. It draws attention to different ‘models of legal responsibility’ upon which regulatory regimes rely in allocating and distributing legal rights and duties between those who are subject to regulation and those whom regulation is intended to protect (‘regulatory beneficiaries’). This chapter is the most legally focused chapter in the volume, selectively highlighting several features of the institutional and enforcement context in which regulation occurs. Examples are private litigation, collective redress mechanisms, the role of courts as authoritative and final interpreters of the law and ‘alternative’ avenues for redress.

Wrongful actions by two or more persons may affect a plaintiff at the same time. Where each wrongdoer causes separate harm to the plaintiff, there are generally separate causes of action without any connection between them. Satisfaction by one wrongdoer does not discharge the other wrongdoers, and the plaintiff cannot generally join the wrongdoers as co-defendants. An exception exists where the wrongdoers act in concert, in which case they are joint wrongdoers, rendering each of them liable (at common law) for the total damage caused by all of them. Thus, where A and B simultaneously trespass on C’s land, each of A and B causing separate damage, the liability regime depends upon whether A and B are acting in concert.

Every civil wrong has a number of requirements that must be satisfied before the plaintiff may obtain compensation for resulting harm. One requirement common to all wrongs is that the harm must be attributable to the defendant’s wrongful conduct. It may broadly be said that the defendant’s wrongful conduct must constitute a cause of the harm. This always involves an inquiry into whether there is a historical link in fact between the wrong and the harm, and usually also a value judgement on whether liability for the harm ought to be imposed upon the defendant.

With regard to wrongs actionable only on proof of damage (for example, negligence), the attribution of responsibility for harm is part of establishing liability rather than a matter of remedy. With regard to wrongs actionable per se, the attribution of responsibility for harm is a matter of remedy since nominal damages can be awarded in the absence of loss. In any event, it is customary to discuss attribution of responsibility in books on remedies, and this book follows that custom.

In this chapter, we consider other forms of remedies which seek to vindicate the plaintiff’s rights by a public statement of those rights, including declarations and awards of nominal damages and apologies. The court may make a public statement of rights (as with declarations) or the defendant himself may be compelled to make the statement (as with apology orders). We first consider apologies, then declarations, nominal damages and contemptuous damages, and then finally other vindicatory awards available under the Australian Consumer Law.