Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 17 of 17
Full-Text Articles in Law
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Law and Contemporary Problems
Wilcox discusses the compliance of the duty to inform of directors of publicly held companies. The expected long-term impact of a duty to inform would be to "operationalize" corporate governance policies and accustom boards to provide greater transparency about their deliberations and decisions on matters relating to governance, business oversight, and strategy. Regardless of whether a directors' duty to inform can be inferred from the Model Business Corporation Act or other provisions of state law, it could be implemented through the adoption of a charter or bylaw amendment initiated by the board or by shareholders.
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Law and Contemporary Problems
DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
Law and Contemporary Problems
No abstract provided.
Director Confidentiality, Cyril Moscow
Director Confidentiality, Cyril Moscow
Law and Contemporary Problems
The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.
Protecting Shareholder Access To Director Elections: A Response To Ca, Inc. V. Afscme Urging The Adoption Of A Blasius Standard Of Review For The Exercise Of A Fiduciary-Out Clause, Christopher Fawal
Duke Law Journal
The shareholder's role in corporate management is evolving. In CA, Inc. v. AFSCME, the Delaware Supreme Court likely expanded that role in a ruling that signals the potential for greater shareholder access to the corporate boardroom and enhanced director accountability. The court determined that a shareholder proposal to mandate reimbursement of certain board of director candidates was a proper subject for shareholder bylaws. But the court also held that the particular bylaw in question did not preserve the board's ability to exercise its fiduciary duties and, therefore, violated Delaware law. Future bylaws governing director nominations and elections are likely to …
Judicial Schizophrenia In Corporate Law: Confusing The Standard Of Care With The Business Judgment Rule, Fred W. Triem
Judicial Schizophrenia In Corporate Law: Confusing The Standard Of Care With The Business Judgment Rule, Fred W. Triem
Alaska Law Review
No abstract provided.
Paying Lawyers, Empowering Prosecutors, And Protecting Managers: Raising The Cost Of Capital In America, Ralph K. Winter
Paying Lawyers, Empowering Prosecutors, And Protecting Managers: Raising The Cost Of Capital In America, Ralph K. Winter
Duke Law Journal
No abstract provided.
The Monitoring Duties Of Directors Under The Ec Directives: A View From The United States Experience, James D. Cox, Nis Jul Clausen
The Monitoring Duties Of Directors Under The Ec Directives: A View From The United States Experience, James D. Cox, Nis Jul Clausen
Duke Journal of Comparative & International Law
No abstract provided.
Fairness Opinions: How Fair Are They And What Can Be Done About It?, Lucian Arye Bebchuk, Marcel Kahan
Fairness Opinions: How Fair Are They And What Can Be Done About It?, Lucian Arye Bebchuk, Marcel Kahan
Duke Law Journal
No abstract provided.
Poison Pills And Litigation Uncertainty, Charles M. Yablon
Poison Pills And Litigation Uncertainty, Charles M. Yablon
Duke Law Journal
No abstract provided.
Perspectives On Choice Of Law For Corporate Internal Affairs, Deborah A. Demott
Perspectives On Choice Of Law For Corporate Internal Affairs, Deborah A. Demott
Law and Contemporary Problems
No abstract provided.
Bias In The Boardroom: Psychological Foundations And Legal Implications Of Corporate Cohesion, James D. Cox, Harry L. Munsinger
Bias In The Boardroom: Psychological Foundations And Legal Implications Of Corporate Cohesion, James D. Cox, Harry L. Munsinger
Law and Contemporary Problems
No abstract provided.
Winnowing Derivative Suits Through Attorneys Fees, A. F. Conard
Winnowing Derivative Suits Through Attorneys Fees, A. F. Conard
Law and Contemporary Problems
No abstract provided.
Director Independence And Derivative Suit Settlements, Kenneth W. Kossoff
Director Independence And Derivative Suit Settlements, Kenneth W. Kossoff
Duke Law Journal
No abstract provided.
Pac-Man Tender Offers, Deborah A. De Mott
Searching For The Corporation’S Voice In Derivative Suit Litigation: A Critique Of Zapata And The Ali Project, James D. Cox
Searching For The Corporation’S Voice In Derivative Suit Litigation: A Critique Of Zapata And The Ali Project, James D. Cox
Duke Law Journal
No abstract provided.
The Need For Antitrust Legislation Tailored To The Specific Concerns Of Bank-Nonbank Director Interlocks, Dean H. Blythe
The Need For Antitrust Legislation Tailored To The Specific Concerns Of Bank-Nonbank Director Interlocks, Dean H. Blythe
Duke Law Journal
No abstract provided.