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Full-Text Articles in Law
Good Faith In The World Of Delaware Corporate Litigation: A Strategic Perspective On Recent Developments In Fiduciary Duty Law, Zachary S. Klughaupt
Good Faith In The World Of Delaware Corporate Litigation: A Strategic Perspective On Recent Developments In Fiduciary Duty Law, Zachary S. Klughaupt
ExpressO
The Delaware Chancery’s new-found willingness to hold corporate directors accountable for breaching the duty of good faith has provoked widespread attention in both the business and legal communities. Legal practitioners and scholars recognize the novelty of Delaware’s recent good faith jurisprudence, as well as its potential to expose directors to gigantic personal damage awards, and in fact have published numerous articles that seek to delimit the boundaries of good faith conduct. But until now, most discussions of good faith as a fiduciary duty have approached the subject as an abstract measure of conduct, showing little regard for how a complaint …
How To Be Good: The Emphasis On Corporate Director's Good Faith In The Post-Enron Era, Thomas Rivers
How To Be Good: The Emphasis On Corporate Director's Good Faith In The Post-Enron Era, Thomas Rivers
Vanderbilt Law Review
The "irrational exuberance"' of the late 1990s, marked by frenzied stock trading and risky investment strategies, fueled aggressive accounting practices that exaggerated real achievements and camouflaged setbacks. During that time, investors accepted business practices that measured performance by revenue, rather than earnings or cash, and by the number of "eyeballs hitting Internet sites." According to Federal Reserve Chairman Alan Greenspan, "when greed swept through our nation, we were not prepared to address it." The result was accounting scandals at Enron, WorldCom and other organizations, in which directors failed to ask "questions of management to determine whether the stock was rising …
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Faculty Scholarship
This Article develops a theory of rhetoric in corporate law jurisprudence. It begins by examining a recent innovation in Delaware case law: the emerging principle of “good faith.” Good faith is an old notion in law generally, but it offers to bring significant change to corporate law, including realignment of the business judgment rule and a shift in the traditional balance between the authority of boards and the accountability of boards to courts. This Article argues, however, that good faith functions as a rhetorical device rather than a substantive standard. That is, it operates as a speech act, a performance, …