The contributors explore how contractual freedom in company law can be reconciled with legal certainty, ethics, and governance. Their analyses shed light on the evolving relationship between private autonomy and corporate structure in a global legal context.
The contributors to this collective volume engage with the ongoing debate on contractual freedom and autonomy in company law. While contractual freedom has long been regarded as a cornerstone of private law, its meaning and boundaries have become increasingly complex within the corporate sphere. Against the background of rapid organizational transformations and internationalized markets, the chapters explore how flexibility and legal certainty can coexist under the constraints of the numerus clausus system. Based on the discussions of the international conference held at the Faculty of Law, University of Lisbon (14-15 January 2025), the volume examines current developments in corporate governance, transparency, sustainability, and democracy. These reflections revolve around the overarching theme of control and its ethical and legal dimensions. By combining theoretical insights with comparative perspectives from various jurisdictions, the authors shed light on how contractual freedom can serve both efficiency and business ethics. Their analyses contribute to a clearer understanding of the interaction between corporate and contractual frameworks and pave the way toward a more coherent and responsible concept of autonomy in company law.
Table of contents:
Sebastian Mock: Shareholders' Agreements between Corporate and Contract Law -
Paula del Val Talens: Shareholders' Agreements in Family Firms -
Luca Enriques/Casimiro A. Nigro: No Private Ordering Please, We're Italian -
Maria Elisabete Ramos: Shareholder Agreements and Sustainable Governance -
Carolina Cunha:
Shareholders' Agreements and Boards Independence: Can We Bring Theory and Practice Together? -
Paulo Olavo Cunha: Shareholders' Agreements and Boards' Independence: Can We Bring Theory and Practice Together? -
Alexandre Soveral Martins: Shareholder's Agreements, Private Equity and Venture Capital -
Francisco Mendes Correia: Shareholder's Agreements, Contractual Remedies and the Limits of Contractualism in Corporate Law -
José Ferreira Gomes: Unanimous Shareholders' Agreements: A Comparative Overview
Nicola de Luca: Russian Roulette and Ethics -
Catarina Coelho: Russian Roulette Clauses in Shareholder Agreements of Closed Limited Liability Companies under Portuguese Law -
Paulo Câmara: Voice, Exit and Sustainability: an EU Perspective -
Catarina Monteiro Pires: Breach of Shareholders' Agreements
