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Full-Text Articles in Law
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 …
The Fiduciary Duty In Mutual Fund Excessive Fee Cases: Ripe For Reexamination, Emily D. Johnson
The Fiduciary Duty In Mutual Fund Excessive Fee Cases: Ripe For Reexamination, Emily D. Johnson
Duke Law Journal
Congress imposed a fiduciary duty regarding compensation on investment advisors by adding Section 36(b) to the Investment Company Act of 1940. Legislators intended this fiduciary duty to protect mutual fund investors from excessive management fees. It has failed. Mutual fund investors continue to pay significantly higher fees than institutional investors for the same money management services. In Jones v. Harris Associates, decided in 2008, the Seventh Circuit broke with the widely followed, thirty-year-old precedent of Gartenberg v. Merrill Lynch Asset Management. Chief Judge Easterbrook authored the majority opinion and Judge Posner wrote vigorously in dissent. This disagreement between two titans …
The Academic Expert Before Congress: Observations And Lessons From Bill Van Alstyne’S Testimony, Neal Devins
The Academic Expert Before Congress: Observations And Lessons From Bill Van Alstyne’S Testimony, Neal Devins
Duke Law Journal
No abstract provided.
Shareholder Value And Auditor Independence, William W. Bratton
Shareholder Value And Auditor Independence, William W. Bratton
Duke Law Journal
This Article questions the practice of framing problems concerning auditors' professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal's control and cannot act independently. For the same reason, auditors' duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …
The Venture Capital Solution To The Problem Of Close Corporation Shareholder Fiduciary Duties, Shannon Wells Stevenson
The Venture Capital Solution To The Problem Of Close Corporation Shareholder Fiduciary Duties, Shannon Wells Stevenson
Duke Law Journal
No abstract provided.
Fairness And Trust In Corporate Law, Lawrence E. Mitchell
Fairness And Trust In Corporate Law, Lawrence E. Mitchell
Duke Law Journal
No abstract provided.
Beyond Metaphor: An Analysis Of Fiduciary Obligation, Deborah A. Demott
Beyond Metaphor: An Analysis Of Fiduciary Obligation, Deborah A. Demott
Duke Law Journal
No abstract provided.
The Alternative-Action Requirement: The Derailment Of Santa Fe, E. C. Lashbrooke Jr.
The Alternative-Action Requirement: The Derailment Of Santa Fe, E. C. Lashbrooke Jr.
Duke Law Journal
No abstract provided.