Open Access. Powered by Scholars. Published by Universities.®
Business Law, Public Responsibility, and Ethics Commons™
Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Keyword
-
- Corporate governance (6)
- Corporate law (4)
- Business judgment rule (2)
- Fiduciary duties (2)
- Fiduciary duty (2)
-
- Good faith (2)
- Hostile takeovers (2)
- Ambivalence (1)
- Bylaws (1)
- Companies Act (1)
- Corporate Governance Reform (1)
- Corporate Law (1)
- Corporate compliance (1)
- Corporate entities (1)
- Corporatons (1)
- Credit ratings (1)
- Criminal law (1)
- DNS (1)
- Delaware Corporate Law (1)
- Delaware corporate law (1)
- Domain names (1)
- Exculpation (1)
- Financial Crisis (1)
- Gatekeepers (1)
- Hegemony (1)
- Hostile Takeovers (1)
- ICANN (1)
- Institutional activism (1)
- Institutional shareholders (1)
- International law (1)
Articles 1 - 10 of 10
Full-Text Articles in Business Law, Public Responsibility, and Ethics
The Fiduciary Enterprise Of Corporate Law, Christopher Bruner
The Fiduciary Enterprise Of Corporate Law, Christopher Bruner
Scholarly Works
No abstract provided.
Corporate Governance Theory And Review Of Board Decisions, Christopher M. Bruner
Corporate Governance Theory And Review Of Board Decisions, Christopher M. Bruner
Scholarly Works
No abstract provided.
Agency And The Ontology Of The Corporation, Christopher M. Bruner
Agency And The Ontology Of The Corporation, Christopher M. Bruner
Scholarly Works
No abstract provided.
Good Faith In Revlon-Land, Christopher M. Bruner
Good Faith In Revlon-Land, Christopher M. Bruner
Scholarly Works
The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.
In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …
The Blameless Corporation, Larry D. Thompson
The Blameless Corporation, Larry D. Thompson
Scholarly Works
This article is a clarification and expansion of the author's previous oral statements published in The American Criminal Law Review 46-4--a Symposium Issue on "Achieving the Right Balance: The Role of Corporate Criminal Law in Ensuring Corporate Compliance."
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner
Scholarly Works
In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …
Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner
Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner
Scholarly Works
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board authority in key areas of corporate governance are, once again, forcing Delaware's courts to grapple with the fundamental nature of the corporate form.
In this (short) essay written for a roundtable discussion at the 2009 Annual Meeting of the Southeastern Association of Law Schools, I discuss CA, Inc. v. AFSCME Employees Pension Plan - the 2008 opinion in which the Delaware Supreme Court began to define the nature and scope of the shareholders' bylaw authority. In CA, Inc. the court held that a proposed …
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 …
States, Markets, And Gatekeepers: Public-Private Regulatory Regimes In An Era Of Economic Globalization, Christopher M. Bruner
States, Markets, And Gatekeepers: Public-Private Regulatory Regimes In An Era Of Economic Globalization, Christopher M. Bruner
Scholarly Works
This paper illuminates the spectrum of international economic regimes through discussion of an under-theorized regulatory structure in which traditional distinctions between state and market, public and private power, hard and soft law, and international and domestic policy realms, essentially collapse - the public-private gatekeeper.
Specifically, I examine striking similarities between global bond markets and e-commerce markets through comparison of entities regulating admission to them - the dominant credit rating agencies (Standard & Poor's and Moody's), and the Internet Corporation for Assigned Names and Numbers (ICANN). Following anexamination of the development of these markets and the global regulatory power exercised by …
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 …