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Business Organizations Law

Board of directors

Fordham Law School

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Full-Text Articles in Law

Non-Profit Organizations Should Prioritize Governance In Board Selection Decisions—Those That Prioritize Money May Pay Too Much, Heidi Grunwald, Daniel Isaacs Jan 2022

Non-Profit Organizations Should Prioritize Governance In Board Selection Decisions—Those That Prioritize Money May Pay Too Much, Heidi Grunwald, Daniel Isaacs

Fordham Journal of Corporate & Financial Law

Non-profit corporations must comply with federal tax laws, and their governing bodies must satisfy corporation law-based duties, but they are not subject to the regulatory requirements of publicly traded corporations. This discrepancy should be troubling, because the stakeholders of non-profit organizations are far more vulnerable than the typical investor. Accordingly, non-profit boards have a particularly strong need for good governance. However, our research shows that non-profit board members believe that board selection procedures prioritize giving over the ability to attract and retain members with attributes commonly associated with good governance. To address this problem, we argue that laws should require …


A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain Jan 2019

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …


Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman Jan 2007

Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman

Fordham Journal of Corporate & Financial Law

No abstract provided.


Keynote Address, Susan S. Bies, Alan Rechtschaffen Jan 2003

Keynote Address, Susan S. Bies, Alan Rechtschaffen

Fordham Journal of Corporate & Financial Law

No abstract provided.


Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik Jan 1997

Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik

Fordham Journal of Corporate & Financial Law

No abstract provided.


Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel Jan 1962

Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel

Faculty Scholarship

It is a traditional rule of corporate law that the board of directors exercises plenary power over corporate management. In fact, however, the twentieth century has witnessed a decided shift of the functional center of authority to the corporate officers. Although a basic residuum of authority remains in the board of directors, the officers, especially the president, in the majority of corporations exercise the day-to-day control of corporate affairs; In practice the modern corporation is occasionally directed by a general manager, but more often by the president (or perhaps, to use a mode currently in vogue for large public- issue …