Law Commons^™

Shareholders’ Agreements In Public Corporations In Chile: What Are We Missing Out?, Gonzalo Islas, Osvaldo Lagos, Iván Cerda

University of Miami Inter-American Law Review

Shareholders’ agreements are quite common in many jurisdictions. Theory and empirical evidence suggest that they may have a positive or a negative impact on corporate governance structures depending on companies’ characteristics and on the goals that these contracts pursue. Shareholders’ agreements may be used as Control Enhancement Mechanisms (CEM) allowing controllers to circumvent rules that favor minority investors. However, comparing to other CEM, in many countries information regarding them is scarce. Is it necessary that shareholders’ agreements in public corporations be fully informed?

We examine the case of Chile (a country that only requires to inform that a shareholder agreement …

Understanding Cyber Risk: Unpacking And Responding To Cyber Threats Facing The Public And Private Sectors, Lawrence J. Trautman, Scott Shackelford, Brian Elzweig, Peter Ormerod

University of Miami Law Review

Cyberattacks, data breaches, and ransomware continue to pose major threats to businesses, governments, and health and educational institutions worldwide. Ongoing successful instances of cybercrime involve sophisticated attacks from diverse sources such as organized crime syndicates, actors engaged in industrial espionage, nation-states, and even lone wolf actors having relatively few resources. Technological innovation continues to outpace the ability of U.S. law to keep pace, though other jurisdictions including the European Union have been more proactive. Nation-state and international criminal group ransomware attacks continue; Sony’s systems were hacked by a ransomware group; MGM Resorts disclosed that recovery from their September 2023 hack …

Whistling In The Wind: Why Federal Whistleblower Protections Fall Short Of Their Corporate Governance Goals, Meera Khan

University of Miami Business Law Review

Teetering on the line between hero and villain, whistleblowers have a remarkably unusual role in contemporary American society. Those who blow the whistle on public sector activities, like Edward Snowden and the Watergate Scandal’s “Deep Throat”, are often vilified in history as treasonous and unprincipled rogues. In the private sector, however, whistleblowers are seen as moral compasses for corporate behavior, and are even afforded federal protections for speaking out against internal malfeasance. The piecemeal evolution of whistleblower legislation including the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 created regulatory and enforcement …

The Rise Of Independent Directors In Australia: Adoption, Reform, And Uncertainty, Luke Nottage, Fady Aoun

University of Miami International and Comparative Law Review

No abstract provided.

“Comply Or Explain”—A Flexible Mechanism To Countervail Behavioral Biases In M&A Transactions, Gerrit M. Beckhaus

University of Miami Business Law Review

Mergers and acquisitions (M&A) are a common phenomenon of great importance in today’s business world. However, the majority of them fail to achieve the aspired objectives. These failures can be attributed to various circumstances, inter alia decision-makers’ vulnerability to behavioral biases due to the complexity, uncertainty, and time pressure characteristic of M&A transactions. Such biases often lead to predictable irrational behavior resulting in momentous misjudgments. Despite numerous psychological studies proving that people systematically tend to make irrational decisions under uncertainty, neither the transactional practice nor its current legal framework address this problem. Instead, the present law shields decision-makers from potential …

Ending The Silence: Shareholder Derivative Suits And Amending The Dodd-Frank Act So "Say On Pay" Votes May Be Heard In The Boardroom, William Alan Nelson Ii

University of Miami Business Law Review

No abstract provided.

Food, Globalism And Theory: Marxian And Institutionalist Insights Into The Global Food System, Charles R.P. Pouncy

University of Miami Inter-American Law Review

No abstract provided.

Corporate Political Speech And The Balance Of Powers: A New Framework For Campaign Finance Jurisprudence In Wisconsin Right To Life, Frances R. Hill

Articles

No abstract provided.

Executive Fraud And Canada's Regulation Of Executive Compensation, Bo James Howell

University of Miami Inter-American Law Review

No abstract provided.

Trust, Institutionalization, & Corporate Reputations: Public Independent Fact-Finding From A Risk Management Perspective, Gregory Todd Jones

University of Miami Business Law Review

No abstract provided.

Resistances To Reforming Corporate Governance: The Diffusion Of Qlccs, Robert Eli Rosen

Articles

No abstract provided.

United States Regulation Of Canadian Securities Attorneys Under Sarbanes-Oxley: Exploring Costs And Finding An Optimal Allocation Of Authority, Lauren M. Harper

University of Miami Inter-American Law Review

No abstract provided.

Risk Management And Organizational Governance: The Case Of Enron, Robert Eli Rosen

Articles

No abstract provided.

Corporate Governance Issues Related To Strategic Investments In Public Companies, John G. Finley

University of Miami Business Law Review

No abstract provided.

Purpose With Profit: Governance, Enforcement, Capital-Raising And Capital-Locking In Low-Profit Limited Liability Companies, J. Haskell Murray, Edward I. Hwang

University of Miami Law Review

No abstract provided.

Multinational Enterprises And Human Rights, Cristina Baez, Michele Dearing, Margaret Delatour, Christine Dixon

University of Miami International and Comparative Law Review

No abstract provided.

The Bylaw Battlefield: Can Institutions Change The Outcome Of Corporate Control Contests?, John C. Coffee Jr.

University of Miami Law Review

No abstract provided.

Defensive Measures In Anticipation Of And In Response To Unsolicited Takeover Proposals, Dennis J. Block, Jonathan M. Hoff, H. Esther Cochran

University of Miami Law Review

No abstract provided.