Journal of Corporate Governance and International Business Law

Reassessing the Duomatic Principle: Balancing Informality, Flexibility, And Accountability in Modern Company Law

Suhruth Srivatsav Pendem — Mon, 08 Dec 2025 00:00:00 +0000

The Duomatic Principle, a long-standing doctrine in company law, allows decisions binding on a company to be made based on the unanimous informal consent of its shareholders, without adhering to prescribed formalities. This research paper critically examines the extent to which the Duomatic Principle promotes corporate flexibility while maintaining sufficient safeguards against potential misuse. Tracing its origin in Re Duomatic Ltd [1969] and analyzing its doctrinal development through key judicial decisions — including Ciban Management v Citco and others — the paper explores its practical application, limitations, and relevance in modern corporate governance. The study emphasizes the importance of the principle in closely-held and private companies, where informal consensus often drives corporate action. However, it also highlights the risks associated with
informality, particularly in cases involving fraud, minority shareholder suppression, and evidentiary challenges. The principle’s reliance on unanimity and shareholder knowledge is scrutinized in the context of beneficial ownership and constructive notice, revealing interpretative complexities. A comparative analysis with other common law jurisdictions, including Australia and India, illustrates jurisdictional variances and enriches the understanding of the principle’s adaptability and limitations. The paper also considers the need for judicial clarity and potential statutory reform to preserve the utility of the Duomatic Principle while curbing its potential for abuse. Ultimately, this research argues that while the Duomatic Principle enhances efficiency in corporate decision-making, its continued legitimacy depends on the development of clearer boundaries by courts and the possible introduction of legislative safeguards that uphold transparency, shareholder protection, and legal certainty.

How to File Under Sections 94 and 95 of the Insolvency and Bankruptcy Code, 2016: Procedure, Limitation and Key Rulings

Neerja Sharma — Fri, 12 Dec 2025 00:00:00 +0000

The Insolvency and Bankruptcy Code (IBC) of 2016 transformed India’s insolvency framework by establishing a consolidated, time-bound process for addressing the insolvency of both corporate entities and individuals. While Part II deals with corporate insolvency, Part III of the Code extends its provisions to individuals and partnership firms, particularly personal guarantors to corporate debtors. This paper examines the procedural and legal aspects of Sections 94 and 95, which empower debtors and creditors respectively to initiate insolvency resolution before the National Company Law Tribunal (NCLT). The discussion focuses on the applicability of the Limitation Act, 1963—especially Article 137—acknowledgment of liability under Section 18, and judicial pronouncements shaping the interpretation of these provisions. Drawing on landmark rulings including Lalit Kumar Jain v. Union of India, B.K. Educational Services v. Parag Gupta & Associates, and Dena Bank v. C. Shivakumar Reddy, the paper analyses limitation issues, procedural steps, and practical challenges in implementation. The study also evaluates the effectiveness of the personal guarantor insolvency framework, highlighting procedural bottlenecks and suggesting reforms to enhance efficiency, judicial consistency, and creditor confidence within the insolvency ecosystem.

Public–Private Partnerships in Space: National and International Legal Dimensions in the USA and Europe

Shikha Bhardwaj, Razia Chauhan — Sat, 08 Nov 2025 00:00:00 +0000

The increasing commercial involvement in space activities has fundamentally reshaped the dynamics between governmental and private entities engaged in space exploration and utilization. Public-Private Partnerships have become a crucial method for balancing public interests, fostering technological advancements, and attracting private investment in this developing sector. This paper, titled “Public–Private Partnerships in Space: National and International Legal Dimensions in the USA and Europe,” offers a comparative examination of the legal and institutional structures that facilitate PPPs within two prominent spacefaring regions: the United States and Europe. By referencing international commitments outlined in the Outer Space Treaty, the Liability Convention, and related agreements, the study assesses how national legislation in these areas—including the U.S. Commercial Space Launch Competitiveness Act, France’s Space Operations Act, the U.K. Space Industry Act, and Luxembourg’s Space Resources Law—implement state accountability and oversight for private space ventures. Furthermore, it investigates how evolving international frameworks, such as the dichotomy between the U.S.-led Artemis Accords and the Chinese-Russian International Lunar Research Station initiative, influence the regulatory landscape for private actors and the overall governance of outer space (Hasin, 2022).

The analysis highlights significant differences in the structuring of Public-Private Partnerships: the United States adopts a procurement-centric strategy aimed at market acceleration, drawing upon NASA's Space Act Agreements and performance-based contracts, whereas Europe favors an authorization-centric model driven by the European Space Agency and its industrial policy, emphasizing state-led development and regulatory oversight. Special attention is directed toward the allocation of liability, insurance frameworks, and the legal status of space resources, with specific case studies illustrating how legal determinations influence private sector engagement. The paper also examines how these distinct legal and policy approaches affect the competitive landscape and the pace of innovation within the commercial space sector.

The results highlight crucial compromises between adaptability and supervision, fostering innovation versus managing risks, and aligning national industrial objectives with adherence to global treaties. The paper also identifies emerging issues, such as the regulation of in-orbit servicing, space resource extraction, and extensive satellite constellations, necessitating flexible PPP structures. Building upon this comparative analysis, the study proposes recommendations for developing robust legal frameworks for PPPs that are internationally responsible and promote sustainable space commercialization. By contextualizing U.S. and European practices within the broader landscape of international space law, the paper emphasizes the necessity of coherent principles that balance competitive dynamics with accountability in the global space economy. Moreover, the inherent challenges associated with space as an open-access resource, particularly concerning the potential for a "tragedy of the commons," necessitate refined governance mechanisms to prevent unregulated exploitation and ensure sustainable development (Rausser et al., 2023). This is particularly critical given the increasing number of state and private actors involved in space activities and the lack of clear international consensus on the management of space resources and activities (Korpershoek, 2023) (Wiser & Aganaba, 2022).