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Business Organizations Law

2016

Selected Works

Corporate governance

Articles 1 - 3 of 3

Full-Text Articles in Law

The Role Of Comparative Law In Shaping Corporate Statutory Reforms, Marco Ventoruzzo Mar 2016

The Role Of Comparative Law In Shaping Corporate Statutory Reforms, Marco Ventoruzzo

Marco Ventoruzzo

This Essay discusses how comparative law played and plays a role in the statutory development of corporate laws. The influence of laws of other systems on the development of statutory law is common, explicit, and represents a tradition that accompanied legal reforms since the very beginning of the development of legislation. Focusing on modern corporate law, I argue (but the argument could be extended to many other legal fields) that it is necessary to distinguish two basic ways in which comparative law influences legal reforms in one particular jurisdiction. The first one is through regulatory competition among different systems. In …

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Issuing New Shares And Preemptive Rights: A Comparative Analysis, Marco Ventoruzzo Mar 2016

Issuing New Shares And Preemptive Rights: A Comparative Analysis, Marco Ventoruzzo

Marco Ventoruzzo

The question of whether the corporate law of Europe and America are converging is still largely unanswered. One fundamental area in which the two systems diverge concerns how they regulate the issuing of new shares, in particular preemptive rights, a problem rarely addressed by comparative corporate law scholars. This essay fills that gap by examining the major comparative differences between the approaches followed on the two sides of the Atlantic, and offers some possible explanations for this divergence.

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Officer Accountability, Megan Wischmeier Shaner Dec 2015

Officer Accountability, Megan Wischmeier Shaner

Megan Wischmeier Shaner

The officer is at the center of modern corporate governance. Wielding immense power and influence, officers’ conduct and decision-making can determine the success or failure of their companies and impact the economy more broadly. Fiduciary duties under state law serve as a vital check on officer power. This article is the third piece in a study of the role of fiduciary duties in regulating officer behavior. It examines an underlying premise in prior scholarship – that officers are rarely being held accountable for their conduct in the traditional fiduciary duty litigation context of state court. This article reviews opinions of …

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