Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 6 of 6
Full-Text Articles in Law
Structural Bias And The Need For Substantive Review, Julian Velasco
Structural Bias And The Need For Substantive Review, Julian Velasco
Julian Velasco
One of the fundamental debates in corporate law pits the authority of the board of directors to make business decisions without judicial interference against the accountability of directors to shareholders for their decisions. The business judgment rule attests to the value ascribed to authority by providing only limited judicial review for claims of breach of the duty of care, while the entire fairness test demonstrates the value ascribed to accountability by providing far more exacting scrutiny for claims of breach of the duty of loyalty. In cases involving structural bias, however, neither doctrine is appropriate. Whenever the interests of directors …
The Role Of Aspiration In Corporate Fiduciary Duties, Julian Velasco
The Role Of Aspiration In Corporate Fiduciary Duties, Julian Velasco
Julian Velasco
Corporate law is characterized by a pervasive divergence between standards of conduct and standards of review. Courts often opine on the relatively demanding standard of conduct, but their judgements must be based on the more forgiving standard of review. Commentators defend this state of affairs by insisting that it provides guidance to directors without imposing ruinous liability. However, the dichotomy can lead many, especially those who focus on the bottom line, to call into question the meaningfulness of standards of conduct. Of particular concern is the increasing popularity, in legal and scholarly circles, of the notion that fiduciary duty standards …
A Tale Of Two Trajectories, Cynthia A. Williams
A Tale Of Two Trajectories, Cynthia A. Williams
Cynthia A. Williams
No abstract provided.
Private Ordering With Shareholder Bylaws, D. Gordon Smith, Matthew Wright, Marcus Kai Hintze
Private Ordering With Shareholder Bylaws, D. Gordon Smith, Matthew Wright, Marcus Kai Hintze
D. Gordon Smith
In this Article, we propose legal reforms to empower shareholders in public corporations. Currently,most shareholders participate in corporate governance in three ways: they vote, they sell, and they sue. We would expand the menu for shareholders in public corporations by enabling them to contract using shareholder bylaws. We contend that such private ordering will improve shareholder monitoring of managers and create laboratories of corporate governance that benefit the entire corporate governance system.
The Corporate Shell Game, J.S. Nelson
The Corporate Shell Game, J.S. Nelson
J.S. Nelson
Relating Fiduciary Duties To Corporate Personhood And Corporate Purpose, Lyman P. Q. Johnson
Relating Fiduciary Duties To Corporate Personhood And Corporate Purpose, Lyman P. Q. Johnson
Lyman P. Q. Johnson