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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 …
Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard
Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard
Faculty Publications
No abstract provided.
At The Top Of The Pyramid: Lessons From The Alpha Women And The Elite Eight, Jayne W. Barnard
At The Top Of The Pyramid: Lessons From The Alpha Women And The Elite Eight, Jayne W. Barnard
Faculty Publications
No abstract provided.
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Faculty Publications
No abstract provided.
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Faculty Publications
No abstract provided.
Freezing The Company Charter, Eric Kades
Freezing The Company Charter, Eric Kades
Faculty Publications
When legislatures alter corporate, partnership, and other business entity statutes, they simultaneously amend the governing document of all entities of that type formed within the jurisdiction. In many circumstances these business entities may wish to retain existing rules for internal governance. This Article offers a novel tool for firms wishing to so manage their own legal transitions: the "charter freeze." A freeze provision in the company charter declares that future (non-mandatory) changes in relevant statutes have no effect on the firm. Owners may affirmatively adopt the new rules, but choose to exercise complete control over their adoption vel non of …
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
Popular Media
To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.
Institutional Investors And The New Corporate Governance, Jayne W. Barnard
Institutional Investors And The New Corporate Governance, Jayne W. Barnard
Faculty Publications
During the last decade, American capital markets have experienced a marked shift from a constituency made up primarily of household investors to one made up primarily of institutional investors. Institutional investors are fiduciary bodies such as pension funds, mutual funds, and employee stock ownership plans, representing large numbers of beneficiaries. As collective entitites, institutional investors often amass billions of dollars in assets, thus giving them the potential for substantial influence on the companies in which they invest. In recent years, some institutional investors have sought to use this influence to challenge traditional patterns of corporate governance, claiming that new patterns …