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Shareholder Primacy vs. Stakeholder Theory: A Critical Analysis of Corporate Legal Obligations

The debate between shareholder primacy and stakeholder theory concerns the legal obligations of corporate directors. Introduction A corporation is never just a machine for making money. It is a legal institution, a social system, and a vehicle for allocating power, risk, and responsibility. That is why one of the most important debates in corporate governance continues to divide scholars, executives, regulators, and investors: should corporations exist primarily to maximize shareholder value, or should they balance the interests of all the people and institutions affected by their actions? This debate is commonly framed as shareholder primacy vs. stakeholder theory. Shareholder primacy says the corporation's central obligation is to its owners, the shareholders. Stakeholder theory says the corporation owes duties to a wider circle of affected parties, including employees, customers, suppliers, creditors, communities, and sometimes society at large. This is not a purely academ...
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Liability for AI-Generated Content: A Legal Framework Analysis

Liability for AI-generated content falls on users, deployers, developers, or platform operators rather than on the AI system itself. Introduction Artificial intelligence is no longer merely assisting content creation; it is actively participating in the production of text, images, audio, video, and code that circulate in commercial, professional, and public contexts. That shift has created a difficult legal problem: when AI-generated content causes harm, who is legally responsible? The answer is not simple. AI content may defame a person, reproduce copyrighted expression, reveal private information, mislead consumers, or generate professional harm through falsehoods that sound authoritative. Yet traditional liability doctrines were designed for human speakers, human authors, and human decision-makers. AI disrupts that model by distributing agency across several actors: the user, the deployer, the model provider, the platform, and sometimes the downstream publisher. Liability there...

The CISG vs. the UCC: A Comparative Analysis of International Sales Law

The Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC) are two major legal frameworks governing sales transactions. The CISG is an international treaty designed to standardize rules for cross-border sales of goods among contracting states. The UCC, particularly Article 2, is a domestic statutory framework governing sales of goods within the United States. Although both systems regulate commercial sales, they differ in legal source, scope, interpretive method, and default rules. Comparative analysis of the two frameworks is central to international sales law. Definition of the CISG The CISG is a multilateral convention adopted under the auspices of the United Nations Commission on International Trade Law (UNCITRAL). It entered into force in 1988 and has been adopted by a large number of states. Its primary function is to provide a uniform legal regime for contracts for the international sale of goods, reducing uncertainty arising...

The Challenge of Smart Contracts

Introduction Smart contracts are software programs that execute predefined actions when specified conditions are satisfied. They are most commonly associated with blockchain systems, where execution occurs on distributed infrastructure governed by consensus rules. In technical usage, a smart contract is a self-executing program. In legal usage, the term may refer to a digitally mediated arrangement in which some obligations are automated by code. The two meanings overlap, but they are not identical. The central challenge of smart contracts lies in the relation between deterministic software logic and the interpretive nature of law and commerce. Traditional contracts are expressed in natural language and can be interpreted in context. Smart contracts require conditions that are machine-readable and unambiguous. This creates difficulties in drafting, modification, dispute handling, and legal characterization. Definition A smart contract is a digital contract mechanism in which co...

The Implied Covenant of Good Faith and Fair Dealing

The implied covenant of good faith and fair dealing requires parties to exercise contractual rights consistently with the bargain they made. This article examines its legal foundations across jurisdictions, its scope in commercial contracts, and the limits that preserve freedom of contract. By Kateule Sydney - Researcher and Writer | Last Fact-Checked: 2026-10-14 | Published by Kat-Syd Resources Hub The implied covenant of good faith and fair dealing is best understood as a narrow doctrine of contractual fidelity. Used carefully, it can curb opportunism and protect the integrity of agreements; used broadly, it can create uncertainty and invite judicial overreach. Table of Contents 1. Introduction 2. Defining the Implied Covenant 3. Legal Foundations and Jurisdictional Variation 4. Scope of the Covenant in Commercial Contracts 5. Limits of the Covenant 6. Gap-Filling and Incomplete Contracts 7. Opportunism and Commercial Relationships 8. Uncertainty and the Risk of Over...