Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 4 of 4
Full-Text Articles in Business
Corporate Law For Good People, Yuval Feldman, Adi Libson, Gideon Parchomovsky
Corporate Law For Good People, Yuval Feldman, Adi Libson, Gideon Parchomovsky
All Faculty Scholarship
This article offers a novel analysis of the field of corporate governance by viewing it through the lens of behavioral ethics. It calls for both shifting the focus of corporate governance to a new set of loci of potential corporate wrongdoing and adding new tools to the corporate governance arsenal. The behavioral ethics scholarship emphasizes the large share of wrongdoing generated by "good people" whose intention is to act ethically. Their wrongdoing stems from "bounded ethicality" -- various cognitive and motivational processes that lead to biased decisions that seem legitimate. In the legal domain, corporate law provides the most fertile …
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
Scholarly Works
Prevailing theories of corporate law tend to rely heavily on strong claims regarding the corporate governance primacy and legitimacy of either the board or the shareholders, as the case may be. In this article I challenge the descriptive power of these theories as applied to widely held public corporations and advance an alternative, arguing that corporate law is, and will remain, deeply ambivalent - both doctrinally and morally - with respect to three fundamental and related issues: the locus of ultimate corporate governance authority, the intended beneficiaries of corporate production, and the relationship between corporate law and theachievement of the …
Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner
Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner
Scholarly Works
The Delaware General Corporation Law was amended in 1986 to permit shareholder-approved exculpatory charter provisions shielding corporate directors from monetary liability for certain fiduciary duty breaches not including (among other things) breaches of the duty of loyalty and acts not in good faith. This article examines the development of corporate fiduciary duty doctrine in Delaware leading up to and following this statutory amendment, focusing particularly on the Delaware courts' evolving conception of the meaning anddoctrinal status of the good faith concept employed in recent cases to permit a non-exculpable cause ofaction for conscious nonfeasance.
The article argues that Delaware's good …
The Rule That Isn't A Rule - The Business Judgment Rule, Douglas M. Branson
The Rule That Isn't A Rule - The Business Judgment Rule, Douglas M. Branson
Articles
On a doctrinal basis, few areas of corporate law are more confused then the duty of care applicable to corporate officials and its handmaiden, the business judgment rule. The tendency of many scholars and practitioners has been to collapse the duty of care into the business judgment rule, as Professor Stuart Cohn pointed out more than a decade ago. The business judgment rule is a separate legal construct that is related to, but separate from, the duty of care and one which protects only proactive and not somnambulant directors and officers. The business judgment rule stays at center stage for …