Law Commons^™

Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The impact of the law and economics movement on legal scholarship, legal analysis, and, ultimately, on the rules under which our society operates is substantial. The proponents of this movement ("Contractarians") articulate their positions skillfully and apply their principles broadly across the entire spectrum of our laws, including, of course, the area of corporate law.

The purpose of this Article is to propose, explain, and defend broad and unifying principles to guide the development of fiduciary duties of corporate managers in the post-Contractarian period. These principles are based on Pareto criteria, which are demonstrably appealing to society and provide workable …

The Corporate Officer's Independent Duty As A Tonic For The Anemic Law Of Executive Compensation, Douglas C. Michael

Law Faculty Scholarly Articles

History repeats itself in the law as in other arenas. In the law of executive compensation, such a repetition may be imminent. Ever since the advent of the large industrial corporation in the United States, there has been periodic outrage at payments made to its top executives. This repetition suggests that the law has failed to keep pace with the observed problems. Part I of this Article describes the current and historic uproar over executive compensation in large corporations in the United States. Part II provides the economic background of the process of negotiating executive compensation. Part III analyzes the …

Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

One of the most important and firmly entrenched concepts of modern corporate law is the concept of limited liability. The digests abound with ringing phrases granting the owners of corporations immunity from liability beyond their initial investment. There are, however, numerous cases in which the courts have denied the owners of corporations the protection of limited liability and have held the owners liable for an obligation incurred by the corporation. It is the purpose of this paper to examine the theories under which the owners of corporations have been held liable for the contractual obligation of corporations.