Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Oversight (2)
- Board of Directors (1)
- Caremark (1)
- Closely held (1)
- Compliance (1)
-
- Corporate Disobedience (1)
- Corporate Law (1)
- Corporate governance (1)
- Corporations (1)
- Criminal procedure (1)
- DPAs (1)
- Deferred prosecution & non prosecution agreements (1)
- Entrepreneurship (1)
- Fiduciary Duty (1)
- Fiduciary duties (1)
- Fiduciary law (1)
- Going public (1)
- Good Faith (1)
- IPO (1)
- Independence (1)
- Innovation (1)
- Law and economics (1)
- Legal Obedience (1)
- Loyalty (1)
- Marchand v. Barnhill (1)
- Monitoring (1)
- NPAs (1)
- Plea bargaining (1)
- Principal-agent conflicts (1)
- Private (1)
Articles 1 - 3 of 3
Full-Text Articles in Law
The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky
The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky
All Faculty Scholarship
The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of the agency problem has surfaced—the reverse agency problem. The surge in criminal investigations against corporations, combined with the rising popularity of settlement mechanisms including Pretrial Diversion Agreements (PDAs), and corporate plea agreements, has led corporations to sacrifice directors and officers in order to reach settlements …
Startup Governance, Elizabeth Pollman
Startup Governance, Elizabeth Pollman
All Faculty Scholarship
Although previously considered rare, over three hundred startups have reached valuations over a billion dollars. Thousands of smaller startups aim to follow in their paths. Despite the enormous social and economic impact of venture-backed startups, their internal governance receives scant scholarly attention. Longstanding theories of corporate ownership and governance do not capture the special features of startups. They can grow large with ownership shared by diverse participants, and they face issues that do not fit the dominant principal-agent paradigm of public corporations or the classic narrative of controlling shareholders in closely held corporations.
This Article offers an original, comprehensive framework …
Corporate Oversight And Disobedience, Elizabeth Pollman
Corporate Oversight And Disobedience, Elizabeth Pollman
All Faculty Scholarship
Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty of good faith, but almost never brought to fruition in terms of trial liability.
This article explores the public-regarding purpose of the obedience and oversight duties in corporate law and provides a descriptive account of how they are applied in practice. The Article argues that the fidelity to external law required by the duty of …