Law Commons^™

Current Trends In Corporate Governance: Going From London To Milan Via Toronto, Brian R. Cheffins

Duke Journal of Comparative & International Law

No abstract provided.

Anatomy Of A Governance Transformation: The Case Of Daimler-Benz, Dennis E. Logue, James K. Seward

Law and Contemporary Problems

Logue and Seward examine the evolutionary transformation in the corporate governance structure of Daimler-Benz AG, the largest German industrial company. Over the last several years, Daimler-Benz has taken numerous steps toward prioritizing shareholder value more intensely than ever before.

The Purposes And Accountability Of The Corporation In Contemporary Society: Corporate Governance At A Crossroads, Michael Bradley, Cindy A. Schipani, Anant K. Sundaram, James P. Walsh

Law and Contemporary Problems

Little attention has been paid to how the governance structures of public corporations adapt to structural changes in the social, political, economic and legal environments in which they operate. Bradley et al chronicle the recent changes in the conduct of business enterprise and establish the necessary conditions for a system of corporate governance capable of accommodating these changes.

Commonalities And Prescriptions In The Vertical Dimension Of Global Corporate Governance , Lawrence A. Cunningham

Cornell Law Review

No abstract provided.

Comment On Dunfee, A. A. Sommer Jr.

Law and Contemporary Problems

Sommer comments on the framework provided by Dunfee in which managers can make rational--and rationalized--decisions as to when ethical considerations may supersede shareholder interests.

Banded Contracts, Mediating Institutions, And Corporate Governance: A Naturalist Analysis Of Contractual Theories Of The Firm, Timothy L. Fort, James J. Noone

Law and Contemporary Problems

Fort and Noone relate business ethics to notions of transcendence found in nature and anthropology. They address the notion of contracts within corporate legal theory because contracts are used as a model both by those who advocate minimalist, agency business duties and by others who propound a broad business ethic.

The Figure In The Landscape: A Comparative Sketch Of Directors’ Self-Interested Transactions, Deborah A. Demott

Law and Contemporary Problems

Focusing on Part X of the UK's Companies Act 1985, DeMott draws contrasts with corporate law in the US. Part X has a style and feel that is distinctly different from counterpart provisions in the US corporate statutes.

Required Disclosure And Corporate Governance, Merritt B. Fox

Law and Contemporary Problems

Little scholarly attention has been paid to the corporate governance effects of required disclosure. In analyzing these effects, Fox concludes that required disclosure can improve corporate governance in important ways.

Corporate Governance In A Market With Morality, Thomas W. Dunfee

Law and Contemporary Problems

Dunfee analyzes the implications for corporate governance of the existence of morality within consumer and capital markets. Analysis of the role of moral desires within markets represents a new way of looking at the long-standing debate concerning the social responsibility of corporations.

Preemption And Federalism In Corporate Governance: Protecting Shareholder Rights To Vote, Sell, And Sue, Robert B. Thompson

Law and Contemporary Problems

Thompson examines the changed roles of the state and federal governments since the enactment of the Securities Litigation Uniform Standards Act of 1998. He notes that these changes have created a greater dependence on federal law, a greater emphasis on the voting function of shareholders, and the likelihood of additional argument over traditional corporate issues.

Corporate Governance And Stockholder Abdication: Missing Factors In Tax Policy Analysis, James R. Repetti

Notre Dame Law Review

No abstract provided.

Directors' Duty Of Care To Monitor Information Systems In Hmos: Some Lessons From The Oxford Health Plan, Mary E. O'Byrne

Journal of Law and Health

Given this scale of investment, the centrality of information systems to the success of an HMO, the obligation of regulatory compliance, plus the attention now focused on the year 2000 "millenium bug" problem, information systems are clearly a major area of concern and oversight by corporate directors. This paper analyzes the role of information systems in HMOs and the nature of the HMO directors' duty of care in monitoring the integrity of the information systems to determine when directors may be held personally liable for losses suffered by the corporation when the systems collapse. Section I addresses in general the …

The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page

San Diego Law Review

This Article argues that the nature of the corporate form coupled with an exclusive focus on shareholder value leads to economically and socially inefficient results. The "profit maximization" view of directors' duties ignores the historical reasons why corporations were given special privileges, such as limited liability, by the state. This narrow view should be replaced with a doctrine of stewardship that imposes a more comprehensive view of the corporation's and directors' responsibility to manage the vast resources held in corporate form. This broader view is consistent not only with the values of a free market economy, but also with modem …

Team Production In Business Organizations: An Introduction, Margaret M. Blair, Lynn A. Stout

Vanderbilt Law School Faculty Publications

For the past two decades, legal and economic scholarship has tended to assume that the central economic problem addressed by corporation law is getting managers and directors to act as faithful agents for shareholders. There are other important economic problems faced by business firms, however. This article introduces a Symposium that explores one of those alternate economic problems: the problem of "team production". Team production problems can arise whenever three conditions are met: (1) economic production requires the combined inputs of two or more individuals; (2) at least some of these inputs are "team-specific," meaning they have a significantly higher …

The Effect Of Shareholder Proposals On Executive Compensation, Randall Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

During the last decade, the stratospheric increases in Chief Executive Officer (CEO) pay levels have made executive compensation a popular target for shareholder activism, particularly when high pay is accompanied by poor corporate performance. Outraged investors have made their views know to corporate boards of directors using shareholder proposals, binding bylaw amendments, "Just Vote No" campaigns, and other activist efforts. As institutional and other shareholders have attempted to monitor board decisions, the question remains: Have their efforts been successful in influencing executive compensation?

Shareholder Derivative Litigation And Corporate Governance, Mark J. Loewenstein

Publications

In approving settlements of derivative actions that include fees for plaintiff's attorney, courts typically announce that attorney's fees are approved if a substantial benefit is obtained. In fact, courts, particularly Delaware courts, approve settlements in shareholder derivative actions that included substantial fees for plaintiff's attorney, despite the absence of a corresponding benefit to the corporation. Frequently, the "benefit" obtained is a reform in corporate governance, which is of dubious value to the corporation. To deter frivolous litigation, courts should resist the temptation to approve these settlements just to dispose of the litigation. The paper concludes that fees should not be …

Required Disclosure And Corporate Governance, Merritt B. Fox

Faculty Scholarship

One of the most distinctive features of U.S. business law is the stringent requirements of ongoing disclosure imposed on issuers of publicly traded securities. This scheme usually has been justified as necessary to protect investors from making poor trading decisions as a result of being uninformed. Little scholarly attention, however, has been paid to the corporate governance effects of such required disclosure. In analyzing these effects, this article concludes that required disclosure can improve corporate governance in important ways. Indeed, improving corporate governance, not investor protection, provides the most persuasive justification for imposing on issuers the obligation to provide ongoing …

Privatization And Corporate Governance: The Lessons From Securities Market Failure, John C. Coffee Jr.

Faculty Scholarship

Should privatization be "fast" or "slow"? Should policymakers adopt a "Damn the torpedoes, full speed ahead" approach that accepts the inevitability of some overreaching by controlling shareholders, but justifies this cost as necessary to realize and expedite the efficiency gains incident to privatization? Or should privatization proceed more cautiously because of the risks of market failure and political corruption that may result when control seekers are tempted to bribe and seduce the judicial and regulatory systems to achieve the private benefit of control? These tempting private benefits arise, of course, precisely to the extent that privatization preceded the creation of …

Lifetime Employment: Labor Peace And The Evolution Of Japanese Corporate Governance, Ronald J. Gilson, Mark J. Roe

Faculty Scholarship

In Japan, large firms' relationships with their employees differ from those prevailing in large American firms. Large Japanese firms guarantee many employees lifetime employment, and the firms' boards consist of insider employees. Neither relationship is common in the United States.

Japanese lifetime employment is said to encourage firms and employees to invest in human capital. We examine the reported benefits of the firm's promise of lifetime employment, but conclude that it is no more than peripheral to human capital investments. Rather, the "dark" side of Japanese labor practice – constricting the external labor market – likely yielded the human capital …