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Full-Text Articles in Law
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Scholarly Articles
No abstract provided.
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
Scholarly Articles
This paper provides a state law perspective on the post-scandal, post-reform audit committee. Federal law, along with NYSE and Nasdaq (together, "SRO") rules, recently have made sweeping changes in corporate governance, including numerous provisions that bear on audit committees. These changes are unprecedented and dramatic, and rightly have received wide attention and careful study. Certain basic principles underlying the governance functions and duties of audit committees, however, originate in, and are still determined by, state law. Moreover, state law applies to all corporations; federal law and SRO rules on audit committees apply only to those companies coming under federal law …
Restoring Trust In Corporate Directors: The Disney Standard And The ‘New’ Good Faith, Sarah Helene Duggin, Stephen M. Goldman
Restoring Trust In Corporate Directors: The Disney Standard And The ‘New’ Good Faith, Sarah Helene Duggin, Stephen M. Goldman
Scholarly Articles
The purpose of this Article is to explore the parameters and potential impact of the good faith standard articulated in Disney V and clarified in Stone. Part I begins with a brief review of the historical impact of the tension between entrepreneurial freedom and managerial accountability, and Part II explains why the Disney standard differs significantly from the traditional understanding of good faith as the absence of subjective bad faith. Part III points out that the court's use of the language of bad faith to articulate the new good faith may undercut the effectiveness of the standard. It urges further …
The Impact Of The War Over The Corporate Attorney-Client Privilege On The Business Of American Health Care, Sarah Helene Duggin
The Impact Of The War Over The Corporate Attorney-Client Privilege On The Business Of American Health Care, Sarah Helene Duggin
Scholarly Articles
The purpose of this article is to review the current dispute over the corporate attorney-client privilege and work product doctrine and to explore its impact on the provision of health care. The article's principal thesis is that a strong attorney-client privilege, along with robust work product protection, is critical to the business of health care, the quality of medical services, and the effective enforcement of federal and state health care laws. Part I begins with a brief account of the origins and scope of the conflict between federal law enforcement policies and the corporate attorney-client privilege and work product doctrine …