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Full-Text Articles in Law
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon
Steven Davidoff Solomon
This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …
Person, State Or Not: The Place Of Business Corporations In Our Constitutional Order, Daniel J.H. Greenwood
Person, State Or Not: The Place Of Business Corporations In Our Constitutional Order, Daniel J.H. Greenwood
Daniel J.H. Greenwood
Business corporations are critical institutions in our democratic republican market-based economic order. The United States Constitution, however, is completely silent as to their status in our system. The Supreme Court has filled this silence by repeatedly granting corporations rights against the citizenry and its elected representatives.
Instead, we ought to view business corporations, like municipal corporations, as governance structures created by We the People to promote our general Welfare. On this social contract view, corporations should have the constitutional rights specified in the text: none. Instead, we should be debating which rights of citizens against governmental agencies should also apply …
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Now over 36 years old, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. Over the past thirty-six years NACD has grown from a mere realization of the importance of corporate governance to become the only national membership …
The Law Of Corporate Purpose, David Yosifon
The Law Of Corporate Purpose, David Yosifon
David G. Yosifon
Delaware corporate law requires corporate directors to manage firms for the benefit of shareholders, and not for any other constituency. Delaware jurists have been clear about this in their case law, and they are not coy about it in extra-judicial settings, such as speeches directed at law students and practicing members of the corporate bar. Nevertheless, the reader of leading corporate law scholarship is continually exposed to the scholarly assertion that the law is ambiguous or ambivalent on this point, or even that case law affirmatively empowers directors to pursue non-shareholder interests. It is shocking, and troubling, for corporate law …
The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield
The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield
Kent Greenfield
As capital markets in the United States increasingly "go private," it is unclear how the privatization of corporate finance will affect non-shareholder stakeholders of firms, most centrally employees, communities, and the environment. Some scholars and public policy experts believe that concern for such stakeholders should not hold any relevance in the discussion of corporate law in general, and thus may be presumed to believe the same about a conversation about privatization. In such a view, these concerns lie outside the realm of corporate governance law; they therefore should be of no great moment in the debate over whether public policy …
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
Paolo Santella
No abstract provided.
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
Paolo Santella
No abstract provided.
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Pdf Format), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
Carlo Drago
No abstract provided.
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Powerpoint), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
A Comparative Analysis Of The Legal Obstacles To Institutional Investor Activism In Europe And In The Us (Powerpoint), Paolo Santella, Enrico Baffi, Carlo Drago, Dino Lattuca
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Powerpoint Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
Paolo Santella
No abstract provided.
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
The Italian Chamber Of Lords Sits On Listed Company Boards. An Empirical Analysis Of Italian Listed Company Boards From 1998 To 2006 - Presentation (Pdf Format), Paolo Santella, Carlo Drago, Andrea Polo
Carlo Drago
No abstract provided.
S.Sepe(2007): "Private Sale Of Corporate Control: Why The European Mandatory Bid Rule Is Inefficient" Discussion, Carlo Drago
S.Sepe(2007): "Private Sale Of Corporate Control: Why The European Mandatory Bid Rule Is Inefficient" Discussion, Carlo Drago
Carlo Drago
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Paolo Santella
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Carlo Drago
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Paolo Santella
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Carlo Drago
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Paolo Santella
No abstract provided.
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Who Cares About Director Independence? Presentation (Pdf Format), Paolo Santella, Carlo Drago, Giulia Paone
Carlo Drago
No abstract provided.