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Articles 1 - 6 of 6
Full-Text Articles in Business Organizations Law
How A “Superstar” Ceo Exposes The Necessity For Third Party D&O Insurance, Angela N. Aneiros, Karen Woody
How A “Superstar” Ceo Exposes The Necessity For Third Party D&O Insurance, Angela N. Aneiros, Karen Woody
Scholarly Articles
he influence that “superstar” CEOs have over a company’s board of directors can be alarming. Among other things, Elon’s ability to skirt personal liability for seemingly obvious breaches of duty has raised concerns within the realm of corporate governance and corporate regulation. While much has been written on Elon’s influence on Tesla’s board of directors, one area of the law that often gets overlooked that has exacerbated Elon’s corporate governance issues, is that of directors and officers (D&O) liability insurance. While personally insuring board members seems like a very "Elon" move, it could have broader implications beyond Elon. Are “superstar” …
A History Of Corporate Law Federalism In The Twentieth Century, William W. Bratton
A History Of Corporate Law Federalism In The Twentieth Century, William W. Bratton
Seattle University Law Review
This Article describes the emergence of corporate law federalism across a long twentieth century. The period begins with New Jersey’s successful initiation of charter competition in 1888 and ends with the enactment of the Sarbanes-Oxley Act in 2002. The federalism in question describes the interrelation of state and federal regulation of corporate internal affairs. This Article takes a positive approach, pursuing no normative bottom line. It makes six observations: (1) the federalism describes a division of subject matter, with internal affairs regulated by the states and securities issuance and trading regulated by the federal government; (2) the federalism is an …
The Structure Of Corporate Law Revolutions, William Savitt
The Structure Of Corporate Law Revolutions, William Savitt
Seattle University Law Review
Since, call it 1970, corporate law has operated under a dominant conception of governance that identifies profit-maximization for stockholder benefit as the purpose of the corporation. Milton Friedman’s essay The Social Responsibility of Business is to Increase Its Profits, published in September of that year, provides a handy, if admittedly imprecise, marker for the coronation of the shareholder-primacy paradigm. In the decades that followed, corporate law scholars pursued an ever-narrowing research agenda with the purpose and effect of confirming the shareholder-primacy paradigm. Corporate jurisprudence followed a similar path, slowly at first and later accelerating, to discover in the precedents and …
Coster V. Uip Companies, Inc.: Corporate - Delaware Board Elections, William Gass
Coster V. Uip Companies, Inc.: Corporate - Delaware Board Elections, William Gass
Transactions: The Tennessee Journal of Business Law
No abstract provided.
Corporate Purpose And The Road, William P. Murray, J. Haskell Murray
Corporate Purpose And The Road, William P. Murray, J. Haskell Murray
Transactions: The Tennessee Journal of Business Law
No abstract provided.
Public Primacy In Corporate Law, Dorothy S. Lund
Public Primacy In Corporate Law, Dorothy S. Lund
Faculty Scholarship
This Article explores the malleability of agency theory by showing that it could be used to justify a “public primacy” standard for corporate law that would direct fiduciaries to promote the value of the corporation for the benefit of the public. Employing agency theory to describe the relationship between corporate management and the broader public sheds light on aspects of firm behavior, as well as the nature of state contracting with corporations. It also provides a lodestar for a possible future evolution of corporate law and governance: minimize the agency costs created by the divergence of interests between management and …