Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 2 of 2
Full-Text Articles in Business
Proxy Access And Optimal Standardization In Corporate Governance: An Empirical Analysis, Reilly S. Steel
Proxy Access And Optimal Standardization In Corporate Governance: An Empirical Analysis, Reilly S. Steel
Fordham Journal of Corporate & Financial Law
According to the conventional wisdom, “one size does not fit all” in corporate governance. Firms are heterogeneous with respect to their governance needs, implying that the optimal corporate governance structure must also vary from firm to firm. This one-size-does-not-fit-all axiom has featured prominently in arguments against numerous corporate law regulatory initiatives, including the SEC’s failed Rule 14a-11—an attempt to impose mandatory, uniform “proxy access” on all public companies—which the D.C. Circuit struck down for inadequate cost–benefit analysis.
This Article presents an alternative theory as to the role of standardization in corporate governance—in which investors prefer standardized terms—and empirical …
A Novel Approach To Defining "Whistleblower" In Dodd-Frank, Ian A. Engoron
A Novel Approach To Defining "Whistleblower" In Dodd-Frank, Ian A. Engoron
Fordham Journal of Corporate & Financial Law
Following the Financial Crisis of 2008, trust in the financial industry was at an all-time low as the American taxpayer was forced to bailout the very same institutions responsible for their suffering. In response, Congress passed Dodd-Frank in 2010 to ensure another crisis like 2008 never happen again. Section 78u-6 of the Act provides incentives and protections for whistleblowers who report violations of securities laws. In recent years there has been a divide among circuit courts over the question of whether employees who report violations internally to their bosses—and not directly to the SEC—are protected by the Act. Currently, the …