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2012

Business Organizations Law

Selected Works

Corporate Governance

Articles 1 - 2 of 2

Full-Text Articles in Law

El Traje Nuevo Del Emperador, Diego G. Pardow, Rodrigo Vallejo May 2012

El Traje Nuevo Del Emperador, Diego G. Pardow, Rodrigo Vallejo

Diego G. Pardow

This note is a public policy analysis on the duty of state-owned corporations to disclose their executive compensation plans.


Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh Feb 2012

Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh

Renee Jones

This Article proposes a public enforcement model for the fiduciary duties of corporate directors. Under the dominant model of corporate governance, the principal function of the board of directors is to oversee the conduct of senior corporate officials. When directors fail to provide proper oversight, the consequences can be severe for shareholders, creditors, employees, and society at large. Despite general agreement on the importance of director oversight, courts have yet to develop a coherent doctrine governing director liability for the breach of oversight duties. In Delaware, the dominant state for U.S. corporate law, the courts tout the importance of board …