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Full-Text Articles in Law
The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier
The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier
University of Miami Business Law Review
Directors and officers liability (hereinafter D&O) serves as a deterrent to corporate wrongdoing. Recent cycles of corporate scandal have impacted the tools used to manage the risk that D&O liability creates. The impact of these scandals is a "shock," which is a sudden event that alters the market profoundly. Market alteration has counter intuitively resulted in increased availability of D&O insurance at a lower price, despite an increase in D&O liability. With increased D&O coverage offerings at lower costs, the market has become soft, making coverage readily available. Carriers are competing for insureds and there is now a risk of …
The Director's Duty Of Care In Negotiated Dispositions, Melvin Aron Eisenberg
The Director's Duty Of Care In Negotiated Dispositions, Melvin Aron Eisenberg
University of Miami Law Review
No abstract provided.
Life In The Boardroom After Firrea: A Revisionist Approach To Corporate Governance In Insured Depository Institutions, Mark David Wallace
Life In The Boardroom After Firrea: A Revisionist Approach To Corporate Governance In Insured Depository Institutions, Mark David Wallace
University of Miami Law Review
No abstract provided.
A Symposium On The Ali Corporate Governance Project, James S. Mofsky, Robert D. Rubin
A Symposium On The Ali Corporate Governance Project, James S. Mofsky, Robert D. Rubin
University of Miami Law Review
No abstract provided.
The American Law Institute's Draft Restatement On Corporate Governance: The Business Judgment Rule, Related Principles, And Some General Observations, Marc I. Steinberg
The American Law Institute's Draft Restatement On Corporate Governance: The Business Judgment Rule, Related Principles, And Some General Observations, Marc I. Steinberg
University of Miami Law Review
No abstract provided.
Corporate Governance Eludes The Legal Mind, Kenneth R. Andrews
Corporate Governance Eludes The Legal Mind, Kenneth R. Andrews
University of Miami Law Review
Professor Andrews argues that the American Law Institute's Principles of Corporate Governance and Structure: Restatement and Recommendations fails to consider the recent evolution of the large publicly held corporation and the relationship among shareholders, the board, and management. He suggests that the legal and management communities work together to solve the problems in corporate governance.
The Role Of The Board Of Directors: The Ali And Its Critics, Victor Brudney
The Role Of The Board Of Directors: The Ali And Its Critics, Victor Brudney
University of Miami Law Review
No abstract provided.
The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg
The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg
University of Miami Law Review
The business reality to which corporate law relates is constantly evolving. The author argues that in many critical areas, corporate statutory law has failed to evolve alongside that business reality, with the result that much of the statutory law is obsolescent and in need of modernization. After discussing some of the institutional reasons for this statutory obsolescence, he illustrates the problem by discussing the areas of corporate combinations, shareholders' informational rights, corporate distributions, and corporate structure, and describes how a few statutes have managed to deal with the underlying issues in these areas in a realistic manner. He concludes by …
Protections For Corporate Shareholders: Are Major Revisions Needed?, David S. Ruder
Protections For Corporate Shareholders: Are Major Revisions Needed?, David S. Ruder
University of Miami Law Review
No abstract provided.
Corporate Governance: A Director's View, Bryan F. Smith
Corporate Governance: A Director's View, Bryan F. Smith
University of Miami Law Review
The Draft Restatement prescribes the composition and activities of boards of directors. Based on his experience as a member of several corporate boards, the author is convinced that these requirements would have a harmful impact on corporate governance.
The Draft Restatement impedes directors' responses to the corporation's needs by stipulating the number and role of independent directors and mandating monitoring activities, by requiring a "rational basis" for business judgments, and by relaxing procedural barriers to derivative suits. These formal requirements emphasize restraint at the expense of effective governance. The board of directors should remain free to meet the changing demands …