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Articles 1 - 7 of 7
Full-Text Articles in Business Organizations Law
The Manager's Share, David I. Walker
The Manager's Share, David I. Walker
William & Mary Law Review
It is sometimes argued in the corporate governance literature that the total share of corporate value that can be extracted by a manager is fixed and independent of the avenues through which value is extracted. Shareholders need not worry about an activity such as insider trading, the story goes, because any profits achieved by a manager through insider trading will simply offset conventional compensation. This Article challenges that idea and argues that whether one views the manager's share as being capped by external market forces, set by an optimal principal/agent contract, or limited by saliency and outrage in accordance with …
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
William & Mary Law Review
No abstract provided.
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Unleashing A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
All Faculty Scholarship
This Essay explores the connection between corporate governance and D&O insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, D&O insurance premiums provide the insurer’s assessment of a firm’s governance quality. Most basically, firms with relatively worse corporate governance pay higher D&O premiums. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the signal is not being sent. Corporations lack the incentive to produce this disclosure themselves, and U.S. securities regulators do …
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Fordham Journal of Corporate & Financial Law
No abstract provided.
Corporate Governance: Still Broke, No Fix In Sight, George W. Dent
Corporate Governance: Still Broke, No Fix In Sight, George W. Dent
Faculty Publications
Dissatisfaction with the governance of public companies is as old as the public company itself, but public concern about corporate governance is spasmodic. Prior reforms did not cure the ills of corporate governance, and there is little reason to think that the recent spate of reforms will be any more effective. The fundamental problem of corporate governance remains what it has always been: the separation of ownership and control. No reform can succeed unless it overcomes this contradiction. Corporate executives determined to preserve their privileges and a number of scholars deny this claim; in effect, these Panglosses consider the status …
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Faculty Publications
No abstract provided.
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Faculty Publications
No abstract provided.