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Full-Text Articles in Law
Strengthening Special Committees, Elizabeth Pollman
Strengthening Special Committees, Elizabeth Pollman
All Faculty Scholarship
Special committees make some of the most important decisions facing corporations. High-quality decision-making on these critical issues has become even more urgent in this time of economic volatility and outrage about corporate irresponsibility. Indeed, special committees may be increasingly in the spotlight as the current economic crisis will likely lead to a flood of shareholder litigation and, when credit markets thaw, a wave of strategic transactions. Sometimes a board will create a special committee of just one person to handle a crucial matter. This Article proposes that courts or legislatures firmly establish a preference or requirement that special committees consist …
The New Federal Corporation Law?, Lawrence A. Cunningham
The New Federal Corporation Law?, Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
Could a preemptive federal incorporation law today assume the enabling character of traditional state corporation law, instead of the mandatory flavor typical of much federal securities regulation? Does global competition mean that the US should both preempt state corporation law and adopt a flexible, principles-oriented approach to business regulation? This essay, commenting on Robert Ahdieh’s Trapped in a Metaphor: The Limited Implications of Federalism for Corporate Governance, shows how this surprising approach is plausible and may be desirable but also that it is not politically likely in the current environment. The intellectual basis for a preemptive, enabling, and flexible federal …