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Full-Text Articles in Law

Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim Mar 2008

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 …


Branding The Small Wonder: Delaware's Dominance And The Market For Corporate Law, Omari S. Simmons Jan 2008

Branding The Small Wonder: Delaware's Dominance And The Market For Corporate Law, Omari S. Simmons

Omari Scott Simmons

No abstract provided.


The North Dakota Publicly Trade Corporations Act: A Branding Initiative Without A (North Dakota) Brand, Joshua P. Fershee Jan 2008

The North Dakota Publicly Trade Corporations Act: A Branding Initiative Without A (North Dakota) Brand, Joshua P. Fershee

Joshua P Fershee

Any time a new market is entered and a new brand is created, whether it is the market for corporate governance laws or consumer electronics, it is essential to understand the market and have a clear vision of what the brand is supposed to be. When the North Dakota Publicly Traded Corporations Act (Act) became law on July 2, 2007, the state of North Dakota officially entered (or tried to enter) the corporate governance market. Rather than adding to the already significant debate about the value of increased shareholder rights or arguing that the Act was bad (or good) for …


Stakeholder Governance: A Bad Idea Getting Worse, George W. Dent Jan 2008

Stakeholder Governance: A Bad Idea Getting Worse, George W. Dent

Faculty Publications

Calls for a stakeholder voice in corporate governance never end, as evidenced by the Symposium Corporations and Their Communities to which this paper is a contribution. The demise of labor unions and explosion of executive compensation while the income of most Americans has stagnated over the last several years has precipitated cries for remedial action, some of which include stakeholder governance. Although complaints about deepening inequality are just, other remedies should be pursued. The traditional objections to stakeholder governance remain valid: the interests of stakeholder groups clash not only with those of the shareholders but also with each other, and …


Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard Jan 2008

Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard

Faculty Publications

No abstract provided.


On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch Jan 2008

On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch

All Faculty Scholarship

No abstract provided.