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Contracts, Retail, Business relations, Business regulation, Legal endogeneity, In-house counsel, France
Abstract:
The legal devices crafted within large organizations are a key component of legal endogeneity theory (LET). While symbolically complying with legislation, legal devices allow organizations to infuse managerial logics into the legal field, which eventually diverts law from its initial political goals. Although the LET has considered legal devices such as anti-discrimination guidelines and grievance procedures, this chapter argues that contracts also constitute a locus of symbolic compliance and contribute to the eventual endogenization of regulation. Supplementing LET with a focus on legal intermediation, this chapter explores how contracts are crafted and used by large organizations to respond to regulatory pressure. While other legal instruments are unambiguously managerialized from the outset, contracts are highly versatile legal objects that perform the seemingly opposite functions of symbolically complying with regulation and serving substantive commercial purposes. This discussion of the role of contracts as compliance mechanisms is based on an in-depth empirical study of the French retail industry and its response to a set of regulations that aimed at making their business practices fairer.
