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Full-Text Articles in Law
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Melvin A. Eisenberg
Deals with the question of nonmaximizing corporate conduct. Types of corporate conduct that appear to be or are non nonmaximizing; Narration of the section 2.01 of the American Law Institute's `Principles of Corporate Governance' to shed understanding on the issue of nonmaximizing corporate conduct; Corporate philanthropy.
An Overview Of The Principles Of Corporate Governance, Melvin Aron Eisenberg
An Overview Of The Principles Of Corporate Governance, Melvin Aron Eisenberg
Melvin A. Eisenberg
Presents an overview of the book 'Principles of Corporate Governance' in the United States. Background architecture of the Principles of Corporate Governance of the American Law Institute; Explanations of the policy reasons of the provisions covered by the Principles; Restatement rules of the relevant law.
The Board Of Directors And Internal Control, Melvin A. Eisenberg
The Board Of Directors And Internal Control, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Conception That The Corporation Is A Nexus Of Contracts, And The Dual Nature Of The Firm, Melvin A. Eisenberg
The Conception That The Corporation Is A Nexus Of Contracts, And The Dual Nature Of The Firm, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Duty Of Good Faith In Corporate Law, Melvin A. Eisenberg
The Duty Of Good Faith In Corporate Law, Melvin A. Eisenberg
Melvin A. Eisenberg
An important development in corporate law is the recent explicit recognition, in a series of Delaware cases, that corporate managers owe a fiduciary duty of good faith in addition to their traditional duties of care and loyalty. The duty of good faith was not created by those cases. On the contrary, the duty has long been explicit under the statutes--for example, in statutory provisions that require directors to act in good faith, and in provisions concerning indemnification. The duty of good faith has also long existed implicitly in the case law--for example, in the formulation of the business judgment rule …
Creditors And Debt Governance, Charles K. Whitehead
Creditors And Debt Governance, Charles K. Whitehead
Charles K Whitehead
This chapter from the book Research Handbook on the Economics of Corporate Law (Claire Hill & Brett McDonnell, eds.), provides an introduction to the law and economic theory relating to creditors and debt governance. The chapter begins with a look at the traditional role of debt, focusing on the impact of debt on corporate governance and, in particular, the effect of an illiquid credit market on creditors’ reliance on covenants and monitoring. It then turns to changes in the private credit market and their effect on lending structure. Greater liquidity raises its own set of agency costs. In response, loans …