Current Issue

  • Volume 26,
  • Number 2 -
  • Winter 2016

Articles

Toward a Political Theory for Private International Law
John Linarelli
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Private international law presents a dilemma for legal and political philosophy. Legal and political philosophers have ignored private international law, with only a few scattered attempts to evaluate its claims. Private international law offers a powerful set of counterexamples that put into serious doubt attempts to link law’s authority only or primarily to relationships between states and citizens. No society, state, or other practice-mediated relationship can serve as grounds for the authority of private international law to persons to whom it applies but who are outside of such relationships. Private international law affects the normative situations of persons entirely outside these relationships. This article examines these issues from the standpoint of contractualist moral and political philosophy. How can private international law be justified from a moral point of view? The aim of this article is to show that the moral justification of private international law, in particular the law on jurisdiction and recognition and enforcement of foreign judgments, requires an evaluation of the coercive qualities of private international law. Suitably constructed moral principles, which permit reasonable restrictions on liberty, are developed.

The Director Duty of Care in Qatar
Joel Slawotsky & Jon M. Truby
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In this age of globalization, cross-border investment and intense competition for capital, comparative corporate governance is an increasingly important topic. This Article examines and analyzes the duty of care for directors of publicly-traded companies, comparing Qatari law with Delaware law. It finds that Qatari law on the duty of care is deficient in several respects. Under current Qatari law, directors are liable for duty of care violations for “mistaken” business decisions. Neither gross negligence nor something more than mere negligence is required. Moreover, Qatari law makes these duties non-exculpatory. Thus, in comparison with Delaware, Qatari director obligations are riskier to directors in terms of personal liability and may discourage the most qualified people from becoming directors. Qatar would greatly benefit from modifications to its duty of care law. Specifically, Qatar should enact a business judgment rule (“BJR”) which is vital to creating a balanced risk-taking environment. Qatar’s Companies Law should be amended to include the BJR and should articulate the misconduct necessary to rebut the BJR. The threshold of such conduct should be gross negligence or a business decision for which there is no rational basis. Mere mistake or negligence alone should not be sufficient to impose liability. In addition, Qatar should consider allowing shareholders to approve exculpatory clauses which would insulate directors from liability for duty of care violations based upon conduct where there is no bad faith, self-interest or disloyalty. Doing so would encourage companies to hire the most qualified directors and would encourage the prudent risk-taking that is the hallmark of the world’s most successful corporations.

Notes

Resolving the Tension Between Free Speech and Hate Speech: Assessing the Global Convergence Hypothesis
Anne E. Showalter
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Digital Tahrir Square: An Analysis of Human Rights and the Internet Examined Through the Lens of the Egyptian Arab Spring
Amy E. Cattle
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