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Full-Text Articles in Law
Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim
Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim
Faculty Publications
Fiduciary duty is one of the most litigated areas in corporate law and the subject of much academic attention, yet one important question has been ignored: Should fiduciary liability be assessed individually, where directors are examined one-by-one for compliance, or collectively, where the board's compliance as a whole is all that matters? The choice between individual and collective assessment may be the difference between a director's liability and her exoneration, may affect how boards function, and informs the broader fiduciary duty literature in important ways. This Article is the first to explore the individual/collective question and suggest a systematic way …
Narcissism, Over-Optimism, Fear, Anger, And Depression: The Interior Lives Of Corporate Leaders, Jayne W. Barnard
Narcissism, Over-Optimism, Fear, Anger, And Depression: The Interior Lives Of Corporate Leaders, Jayne W. Barnard
Faculty Publications
No abstract provided.
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard
Faculty Publications
No abstract provided.
The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard
The Sec's Suspension And Bar Powers In Perspective, Jayne W. Barnard
Faculty Publications
Enron has brought about demands from many quarters to grant the Securities and Exchange Commission (SEC) new powers. Among the powers the SEC now seeks is the power to bar or suspend securities law violators from serving as an oflicer or director of any public company. Currently, the law assigns this power only to federal district courts. In this Essay, Professor Barnard traces the history of the current law; examining why Congress has expressly withheld suspension and bar powers from the SEC. She then argues that the courts have exercised their suspension and bar powers wisely, and that recent developments …
When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard
When Is A Corporate Executive "Substantially Unfit To Serve"?, Jayne W. Barnard
Faculty Publications
The recently enacted Securities Enforcement Remedies and Penny Stock Reform Act of 1990 provides that, in an SEC enforcement action, a federal court may enjoin or "disbar" the defendant from serving in the future as an officer or director of a public company. A court may enter such an order if it finds that the defendant is "substantially unfit" to serve as a corporate executive; the Act, however, does not define "substantial unfitness." In this Article Professor Jayne Barnard provides a framework for defining this term and identifying the defendants to which the Remedies Act should apply. Professor Barnard begins …
Corporate Loans To Directors And Officers -- Every Business Now A Bank?, Jayne W. Barnard
Corporate Loans To Directors And Officers -- Every Business Now A Bank?, Jayne W. Barnard
Faculty Publications
In most states, a corporation may loan money to an officer or director if the board of directors authorizes the loan and finds that it will "benefit" the corporation. According to Professor Jayne W. Barnard, however, this benefit requirement has proved to be an illusory standard. Barnard reviews existing law on the subject and surveys the executive lending practices of 152 publicly held corporations. She concludes that executive loan enabling statutes have failed to consider the risks involved in making such loans, such as illiquidity, inadequate collateralization, inclination to default, and volatility of the economy. As a result, current laws …
A Constitutional Analysis Of The Delaware Director-Consent-To-Service Statute, Susan Grover
A Constitutional Analysis Of The Delaware Director-Consent-To-Service Statute, Susan Grover
Faculty Publications
No abstract provided.