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Articles 1 - 30 of 32
Full-Text Articles in Business Organizations Law
How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones
How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones
Renee Jones
No abstract provided.
The Irrational Actor In The Ceo Suite: Implications For Corporate Governance, Renee M. Jones
The Irrational Actor In The Ceo Suite: Implications For Corporate Governance, Renee M. Jones
Renee Jones
This Article challenges corporate governance theorists’ standard assumptions regarding the rationality of business leaders. It reviews scholarly research that documents the presence of irrational actors among senior corporate managers and considers the impact these executives might have on corporations and society. The Article focuses analysis on psychological literature that explores why risk-related decision-making often goes wrong.
Research shows that many individuals have a dysfunctional approach to risk that leads them to engage in self-destructive conduct. A non-trivial number of individuals with problematic personality traits work at high levels of major corporations where they have the capacity to cause significant harm. …
Unfit For Duty: The Officer And Director Bar As A Remedy For Fraud, Renee Jones
Unfit For Duty: The Officer And Director Bar As A Remedy For Fraud, Renee Jones
Renee Jones
Many commentators have questioned the efficacy of the SEC’s enforcement program in the aftermath of the 2008 financial crisis. Some criticize the agency for allowing corporate defendants to settle charges without admitting or denying liability. Others dispute the impact of astronomical fines levied against too-big-to-fail financial institutions. Still others urge prosecutors to bring criminal charges against those who led the failed financial firms to ruin. This Article, written for a symposium on SEC enforcement, focuses attention on an underutilized weapon in the SEC’s arsenal: the power to bar officers and directors of public companies from future service in such roles. …
Rethinking Risk, Renee Jones
Toward A Public Enforcement Model For Directors' Duty Of Oversight, Renee Jones, Michelle Welsh
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 …
Corporate Governance And Accountability, Renee M. Jones
Corporate Governance And Accountability, Renee M. Jones
Renee Jones
This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The …
Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones
Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones
Renee Jones
This article provides a democratic assessment of the corporate law making structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article is the first to present a comprehensive assessment of the corporate regulatory structure from the perspective of democracy. It departs from prior accounts by looking past the states' role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on …
The Role Of Good Faith In Delaware: How Open-Ended Standards Help Delaware Preserve Its Edge, Renee M. Jones
The Role Of Good Faith In Delaware: How Open-Ended Standards Help Delaware Preserve Its Edge, Renee M. Jones
Renee Jones
This Article traces the development of the good faith doctrine in Delaware and links shifts in the doctrine to events occurring in the national economy and in Washington. It shows that in 2003 Delaware judges seemed open to the possibility of imposing liability on directors in a case (Disney) where facts suggested that the directors were overly passive in approving the terms of an employment contract for a senior corporate executive. After the 2001-2002 corporate governance scandals faded, however, the courts abandoned this course. A trio of decisions in Disney, Stone v. Ritter, and Lyondell reiterated what had long been …
Dynamic Federalism: Competition, Cooperation And Securities Enforcement, Renee M. Jones
Dynamic Federalism: Competition, Cooperation And Securities Enforcement, Renee M. Jones
Renee Jones
The concept of competition between the federal government and the states was central to the framers’ vision of our constitutional structure. In the framers’ view, federal-state regulatory competition ensured an alternative regime to citizens dissatisfied with the dominant regulator’s performance. Recently, the dynamics of federalism have shifted power in the securities enforcement field from the SEC to certain state securities regulators. The states, rather than the SEC, have led enforcement efforts in the Wall Street analyst conflicts and the mutual fund trading investigations. This shift in authority has prompted renewed debate over whether a uniform national system of securities regulation …
Corporate Law Discussion Group On The Dodd-Frank Act, Renee Jones
Corporate Law Discussion Group On The Dodd-Frank Act, Renee Jones
Renee Jones
No abstract provided.
Panelist, Federalism And Corporate Governance, Renee Jones
Panelist, Federalism And Corporate Governance, Renee Jones
Renee Jones
No abstract provided.
Enforcing Directors Duties: A Comparative Analysis, Renee Jones
Enforcing Directors Duties: A Comparative Analysis, Renee Jones
Renee Jones
No abstract provided.
Corporate Governance And Business Ethics In A Post-Crisis World, Renee Jones
Corporate Governance And Business Ethics In A Post-Crisis World, Renee Jones
Renee Jones
No abstract provided.
Corporate Law Discussion Group On The Dodd-Frank Act, Renee Jones
Corporate Law Discussion Group On The Dodd-Frank Act, Renee Jones
Renee Jones
No abstract provided.
The Sec's Revolving Door And The Problem Of Institutional Corruption, Renee Jones
The Sec's Revolving Door And The Problem Of Institutional Corruption, Renee Jones
Renee Jones
No abstract provided.
Roundtable On Restructuring Financial Regulation, Renee Jones
Roundtable On Restructuring Financial Regulation, Renee Jones
Renee Jones
No abstract provided.
Delaware's Response To The Financial Crisis, Renee Jones
Delaware's Response To The Financial Crisis, Renee Jones
Renee Jones
No abstract provided.
Corporate And Financial Regulation Scholarship: Where Did We Go Wrong?, Renee Jones
Corporate And Financial Regulation Scholarship: Where Did We Go Wrong?, Renee Jones
Renee Jones
No abstract provided.
Panelist, Academic Tunnel Vision, Renee Jones
The Decade Of Disaster, Renee Jones
The Financial Collapse And Recovery Effort: What Does It Mean For Corporate Governance?, Renee Jones
The Financial Collapse And Recovery Effort: What Does It Mean For Corporate Governance?, Renee Jones
Renee Jones
No abstract provided.
Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones
Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones
Renee Jones
No abstract provided.
Will The Sec Survive Financial Regulatory Reform?, Renee Jones
Will The Sec Survive Financial Regulatory Reform?, Renee Jones
Renee Jones
No abstract provided.
Conference On The Past, Present, And Future Of The Sec, Renee Jones
Conference On The Past, Present, And Future Of The Sec, Renee Jones
Renee Jones
No abstract provided.
The Future Of Financial Regulation, Renee Jones
Why Financial Regulatory Overhaul Is Overrated, Renee Jones
Why Financial Regulatory Overhaul Is Overrated, Renee Jones
Renee Jones
No abstract provided.
Sarbanes-Oxley's Insight: The Role Of Distrust, Renee Jones
Sarbanes-Oxley's Insight: The Role Of Distrust, Renee Jones
Renee Jones
No abstract provided.
Does Federalism Matter? Its Perplexing Role In The Corporate Governance Debate, Renee Jones
Does Federalism Matter? Its Perplexing Role In The Corporate Governance Debate, Renee Jones
Renee Jones
No abstract provided.
Rethinking Corporate Federalism In The Era Of Corporate Reform, Renee Jones
Rethinking Corporate Federalism In The Era Of Corporate Reform, Renee Jones
Renee Jones
No abstract provided.
The Sarbanes-Oxley Act Of 2002: A Primer, Renee Jones
The Sarbanes-Oxley Act Of 2002: A Primer, Renee Jones
Renee Jones
No abstract provided.