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Finance and Financial Management Commons™
Open Access. Powered by Scholars. Published by Universities.®
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- Board of directors (1)
- Business judgment rule (1)
- Bylaws (1)
- Corporate financial distress (1)
- Corporate hybrids (1)
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- Crowdfunding (1)
- Darden Restaurants Inc. (1)
- Debtholder Activism (1)
- Disciplining Corporate Boards and Debtholders (1)
- Duty of care (1)
- Fiduciary duties (1)
- Fiduciary duty litigation (1)
- For-profit charity (1)
- RadioShack Corp. (1)
- SE(c)(3) (1)
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- Shareholders (1)
- Social enterprise (1)
- Targeted Proxy Access (1)
- Tax law (1)
Articles 1 - 2 of 2
Full-Text Articles in Finance and Financial Management
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Indiana Law Journal
Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it sug-gests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate direc-tors upon the occurrence of predefined events. Such …
Se(C)(3): A Catalyst For Social Enterprise Crowdfunding, Dana Brakman Reiser, Steven A. Dean
Se(C)(3): A Catalyst For Social Enterprise Crowdfunding, Dana Brakman Reiser, Steven A. Dean
Indiana Law Journal
The emerging consensus among scholars rejects the notion of tax breaks for social enterprises, concluding that such prizes will attract strategic claimants, ultimately doing more harm than good. The SE(c)(3) regime proposed by this Article offers entrepreneurs and investors committed to combining financial returns and social good with a means of broadcasting that shared resolve. Combining a measured tax benefit for mission-driven activities with a heightened burden on shareholder financial gains, the revenue-neutral SE(c)(3) regime would provide investors and funding platforms with a low-cost means of screening out “greenwashed” ventures.