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Full-Text Articles in Law
Reforming Corporate Governance: What History Can Teach Us, Margaret M. Blair
Reforming Corporate Governance: What History Can Teach Us, Margaret M. Blair
Vanderbilt Law School Faculty Publications
In this Article, I turn to the history of corporate law for insight into the role that the corporate form plays in the organization of business enterprises. I then draw implications from this history for thinking about circumstances and situations in which corporate directors should have unimpeded control over business decisions, versus situations in which shareholders should have more input and control over business decisions. In Part I, I review historical evidence of the rapid growth in demand for the corporate form to organize businesses in the United States during the early nineteenth century. I compare the law that governed …
The Globalization (Americanization?) Of Executive Pay, Randall Thomas, Brian R. Cheffins
The Globalization (Americanization?) Of Executive Pay, Randall Thomas, Brian R. Cheffins
Vanderbilt Law School Faculty Publications
In the United States, the remuneration packages of top executives are characterized by a strong emphasis on pay-for-performance and by a highly lucrative "upside." There is much discussion of the possibility that executive pay practices will globalize in accordance with this pattern. This Article assesses whether such convergence is likely to occur. After surveying briefly the key components of managerial remuneration and after examining the essential elements of the "U.S. pay paradigm," the Article considers market-oriented dynamics that could constitute a "global compensation imperative." These include wider dispersion of share ownership, more cross-border hiring of executives, growing international merger and …
The Public And Private Faces Of Derivative Lawsuits, Randall S. Thomas, Robert B. Thompson
The Public And Private Faces Of Derivative Lawsuits, Randall S. Thomas, Robert B. Thompson
Vanderbilt Law School Faculty Publications
Derivative suits, long the principal vehicle for discussions about representative litigation in corporate and securities law, now share the stage with younger cousins - securities fraud class actions and state law fiduciary duty class actions. At the same time alternative governance vehicles - independent directors, auditors and other reforms that have followed in the wake of Enron - potentially diminish the relative place of litigation such as derivative suits. This article presents data from all derivative suits filed in Delaware over a two-year period. We find a relatively small number, certainly as compared to fiduciary class action and securities fraud …