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Full-Text Articles in Law
Agents Without Principals: Regulating The Duty Of Loyalty For Nonprofit Corporations Through The Intermediate Sanctions Tax Regulations, Carly B. Eisenberg, Kevin Outterson
Agents Without Principals: Regulating The Duty Of Loyalty For Nonprofit Corporations Through The Intermediate Sanctions Tax Regulations, Carly B. Eisenberg, Kevin Outterson
The Journal of Business, Entrepreneurship & the Law
Delaware corporate law imposes a duty of loyalty on officers and directors as a mechanism to regulate and deter self-dealing transactions. In nonprofit corporations, however, there are generally no shareholders with direct financial incentives to monitor against self-dealing. In the absence of shareholders and other principals, Congress and the IRS have articulated duty of loyalty rules for nonprofits that reach far beyond those applied to the for-profit world--most prominently the § 4958 intermediate sanctions. This article identifies the persons who owe a duty of loyalty to a nonprofit corporation, the applicable fiduciary standards for violating the duty of loyalty, and …
Using Game Theory And Contractarianism To Reform Corporate Governance: Why Shareholders Should Seek Disincentive Schemes In Executive Compensation Plans, Elias Pete George
Using Game Theory And Contractarianism To Reform Corporate Governance: Why Shareholders Should Seek Disincentive Schemes In Executive Compensation Plans, Elias Pete George
Golden Gate University Law Review
Employing a model of game theory, this Article shows how current judge-made law in areas of the duty of loyalty does not adequately prevent corporate managers from violating their fiduciary duty. This Article presents a solution, advising shareholders to reform corporate governance through executive compensation contracts that would properly incentivize corporate managers to comport with their duty of loyalty. Part I examines the rise of contractarianism, the prominent legal academic view of a corporation that helps to guide judicial interpretation of corporate law pertaining to managers’ fiduciary duties. Part II examines agency costs, a subset of transaction costs, and the …