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Articles 1 - 3 of 3
Full-Text Articles in Law
Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues
Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues
Scholarly Works
From the Symposium: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance
Boards of directors are curious creatures. The law generally requires corporations to have them—indeed, they are the focus of the corporate law we teach in Business Associations in U.S. law schools. The corporation is managed by directors or under their direction; directors hire and fire officers; directors are necessary for fundamental transactions.
But the reason why corporations have directors is not entirely clear. In the prototypical privately held corporation, the family firm, the same individuals serve both as directors and officers. The CEO (better known as …
Acqui-Hiring, Gregg D. Polsky, John F. Coyle
Acqui-Hiring, Gregg D. Polsky, John F. Coyle
Scholarly Works
Facebook, Google, and other leading technology companies in Silicon Valley have been buying start-up companies at a brisk pace. In many of these transactions, the buyer has little interest in acquiring the startup’s projects or assets. Instead, the buyer’s primary motivation is to hire some or all of the startup’s software engineers. These so-called “acqui-hires” represent a novel — and increasingly common — tool by which the largest and most successful technology companies in the world satisfy their intense demand for engineering talent.
To date, the acqui-hire has attracted no attention in the academic or professional legal literature. With this …
A Conflict Primacy Model Of The Public Board, Usha Rodrigues
A Conflict Primacy Model Of The Public Board, Usha Rodrigues
Scholarly Works
e board of directors is the theoretical fulcrum of the corporate form: Statutes task the board with managing the corporation. Yet in the twentieth century, CEOs and other executives came to dominate the real-world control of the corporation. In light of this transformation, in the 1970s Melvin E. Eisenberg proposed reconceiving the board as an independent monitor. Eisenberg’s monitoring board is now the dominant regulatory model of the board. Recently two different visions of the board of directors have emerged. Stephen Bainbridge’s “director primacy” model calls directors “Platonic guardians,” and Margaret Blair and Lynn Stout’s “team production model” characterizes them …