||10 September 2015
||Professor Sarah Worthington, Downing Professor of the Laws of England, University of Cambridge
||The Hon. Justice Jackson, Supreme Court of Queensland
||The Hon. Justice McMurdo AC, President, Court of Appeal, Supreme Court of Queensland
||Stories of misbehaving corporate agents add spice to the pages of law reports, especially if the corporate losses are on a grand scale. But the applicable legal rules are often seen as rather mundane and well settled. In England, however, a number of these rules have become increasingly difficult to describe and apply. Lessons might be learnt or changes made. Three particular problems are considered. The first concerns the headline issue of corporate attribution itself, and the question of whose acts should legitimately count as the acts of the company and for what purposes. The second concerns actual authority, and some of the peculiar ramifications of the modern orthodoxy that agents have no actual authority to act contrary to the interests of their corporate principals. The third concerns ostensible authority, and the appropriate legal response to the problem of companies finding that their junior employees have intimated to outsiders that a deal has been agreed when it has not. In short, this paper canvasses a number of difficult debates in modern corporate attribution.
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