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Full-Text Articles in Law
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John Olson, Aaron Briggs
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John Olson, Aaron Briggs
John Olson
No abstract provided.
When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis And The Limits Of Private Law, Nicholas Howson
When 'Good' Corporate Governance Makes 'Bad' (Financial) Firms: The Global Crisis And The Limits Of Private Law, Nicholas Howson
Nicholas Howson
In the aftermath of the global financial crisis of 2008–2009, investors, analysts, legislators, and pundits have spotlighted “good” or “improved” corporate governance as a remedy for all that presently ails us. It is one remedy in a long wish list that includes tougher requirements for risk capital, liquidity, and leverage; compensation and bonus reform; reimposition ofthe Glass-Steagall-like separation of bank “utility” and “casino” functions; the downsizing or breakup of institutions deemed “too big to fail;” enhanced consumer protection; securities law liability for secondary violators (like credit rating agencies); direct taxation of proprietary trading; “macroprudential” regulation; and new transparency requirements for …
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Michael J Goldberg
In the years since Enron, there has been a lively debate over the value of shareholder democracy as a means to improve corporate performance and reduce the likelihood of future Enrons or Lehman Brothers. That debate has been enriched by comparative scholarship looking at corporate governance abroad, and comparing corporate governance with public government. This Article explores a different comparison, between corporations and their sometime adversaries across bargaining tables and picket lines – labor unions. More specifically, this article compares the regulation of corporate governance and the regulation of the internal affairs of unions, and the rights of shareholders and …
Fiduciary Duties For Activist Shareholders, Iman Anabtawi, Lynn Stout
Fiduciary Duties For Activist Shareholders, Iman Anabtawi, Lynn Stout
Lynn A. Stout
Corporate law and scholarship generally assume that professional managers control public corporations, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders traditionally have been thought to have far more limited obligations. Outside the contexts of controlling shareholders and closely held firms, many experts argue shareholders have no duties at all. The most important trend in corporate governance today, however, is the move toward "shareholder democracy." Changes in financial markets, in business practice, and in corporate law have given minority shareholders in public …
Director Nominations, Lawrence Hamermesh
Director Nominations, Lawrence Hamermesh
Lawrence A. Hamermesh
“I don't care who does the electing, so long as I get to do the nominating.” William M. (“Boss”) Tweed. Shareholder election of directors is widely accepted as an important tool in corporate governance. As Boss Tweed’s aphorism demonstrates, the shareholder’s ability to nominate director candidates should therefore also be deemed important. With ever-increasing shareholder activism and increased sensitivity on the part of management to the prospect of director election contests, the scope of the right to nominate and the scope of permissible limitations of that right are likely to come under increasing scrutiny. Yet corporate statutes are largely silent …
The Failure Of Corporate Governance Standards And Antitrust Compliance, Jesse Markham
The Failure Of Corporate Governance Standards And Antitrust Compliance, Jesse Markham
Jesse Markham
This article explores the interplay between corporate governance law and antitrust law, and concludes that fiduciary standards should be strengthened. Part I explains the need for powerful incentives to comply with antitrust laws, given the economic rewards from violations. Part II explores recent trends in antitrust law enforcement to show that violations continue more or less unabated despite major improvements in detection and prosecution of violations. Part III argues why monetary sanctions imposed on corporations should be abandoned as the primary enforcement tool, given that they merely place economic burdens on shareholders who are powerless to intervene ex ante, or …
Who Let You Into The House?, Lawrence Hamermesh
Who Let You Into The House?, Lawrence Hamermesh
Lawrence A. Hamermesh
Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …
Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon
Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon
David K. Millon
No abstract provided.
Barriers To Effective Risk Management, Michelle Harner
Barriers To Effective Risk Management, Michelle Harner
Michelle M. Harner
“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …
Corporate Control And The Need For Meaningful Board Accountability, Michelle Harner
Corporate Control And The Need For Meaningful Board Accountability, Michelle Harner
Michelle M. Harner
Corporations are vulnerable to the greed, self-dealing and conflicts of those in control of the corporation. Courts historically have regulated this potential abuse by designating the board of directors and senior management as fiduciaries. In some instances, however, shareholders, creditors or others outside of corporate management may influence corporate decisions and, in the process, extract corporate value. Courts generally address this type of corporate damage in one of two ways: they designate controlling shareholders as corporate fiduciaries and they characterize creditors, customers and others as contract parties with no fiduciary duties. The traditional roles of corporate shareholders and creditors may …
Beyond Shareholder Value: Normative Standards For Sustainable Corporate Governance, Robert Sprague
Beyond Shareholder Value: Normative Standards For Sustainable Corporate Governance, Robert Sprague
Robert Sprague
This paper explores whether the modern corporate governance model is sustainable. For many, particularly large, corporations, there is a separation between ownership and management, with an emphasis by management on short-term gains at the expense of long-term sustainability. This paper explores the role of corporate directors, particularly vis-à-vis shareholders, from an interdisciplinary perspective, analyzing legal case law as well as legal, management, and finance literature. This paper then explores emerging trends in expanding notions of corporate governance that incorporate concerns beyond just shareholders, recognizing the interrelationship between business and society. It is suggested that in order to remain viable and …
The Law On Shareholders' Meetings In Malaysia, Mohammad Salim, Ong Shyun
The Law On Shareholders' Meetings In Malaysia, Mohammad Salim, Ong Shyun
Mohammad Rizal SALIM
Shareholders’ meetings provide links of communication between shareholders and management and enables members to exercise their votes. The law that governs these meetings is, therefore, an important aspect of corporate governance. This paper identifies critical weaknesses in the law on shareholders’ meetings in Malaysia and makes some suggestions to overcome these weaknesses.