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Full-Text Articles in Law
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain Ph.D., Jill E. Fisch, Sean J. Griffith, Steven D. Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain Ph.D., Jill E. Fisch, Sean J. Griffith, Steven D. Solomon
Faculty Scholarship
This Article presents a case study of a corporate governance innovation — the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries …
Being Good Lawyers: A Relational Approach To Law Practice, Eli Wald, Russell G. Pearce
Being Good Lawyers: A Relational Approach To Law Practice, Eli Wald, Russell G. Pearce
Faculty Scholarship
In response to past generations of debates regarding whether law is a business or profession, we advance an alternative approach that rejects the dichotomies of business and profession, or hired gun and wise counselor. Instead, we propose a relational account of law practice. Unlike frameworks grounded in assumptions of atomistic individualism or communitarianism, a relational perspective recognizes that all actors, whether individuals or organizations, have separate identities yet are intrinsically inter-connected and cannot maximize their own good in isolation. Through the lens of relational self-interest, maximizing the good of the individual or business requires consideration of the good of the …