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Full-Text Articles in Law
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.
Stock Market, Corporations And Their Regulation: A Few Glimpses Into Reality, Palladam M. Vasudev
Stock Market, Corporations And Their Regulation: A Few Glimpses Into Reality, Palladam M. Vasudev
Palladam M Vasudev
The paper examines events in three public companies – Enron Corp., Sycamore Networks and Amazon.com, from the perspective of corporate law and securities law. The events are interpreted in terms of the applicable law, and explain how it influences them. In particular, the paper demonstrates how the prevailing loose legal regime for corporations and the stock market-centricity of corporate arrangements give rise to specific varieties of negative behaviour. The paper adopts a critical approach, and is an effort to describe the consequences of the minimalist philosophy underlying corporate and securities regulation.
Companies And Corporations: Their Transition From Status To Contract And Its Political Economy, Palladam M. Vasudev
Companies And Corporations: Their Transition From Status To Contract And Its Political Economy, Palladam M. Vasudev
Palladam M Vasudev
This article traces the state of corporate law in the English-speaking world since 1720, identifies the political economy of the changes that occurred since mid-nineteenth century, and the consequences for corporate law. During this period, there was a transition from the position that incorporation was a status to be conferred by the law to the position that they were the products of private contracts. In addition, they came to be treated as the property of their shareholders. These conceptual changes have had far-reaching consequences for the growth of corporations and were used to largely abandon the public regulation of corporations. …
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
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.
The Fetishization Of Independence, Usha Rodrigues
The Fetishization Of Independence, Usha Rodrigues
Usha Rodrigues
According to conventional wisdom, a supermajority independent board of directors is the ideal corporate governance structure. Debate nevertheless continues: empirical evidence suggests that independent boards do not improve firm performance. Independence proponents respond that past studies reflect a flawed definition of independence. Remarkably, neither side in the independence debate has looked to Delaware, the preeminent state source for corporate law. Comparing Delaware’s notions of independence with those of Sarbanes-Oxley and its attendant reforms reveals two fundamentally different conceptions of independence. Sarbanes-Oxley equates independence with outsider status: an independent director is one who lacks financial ties to the corporation and is …
New Governance, Compliance, And Principles-Based Securities Regulation, Cristie L. Ford
New Governance, Compliance, And Principles-Based Securities Regulation, Cristie L. Ford
Cristie L. Ford
The UK securities regulator, the Financial Services Authority, claims that its "principles-based" approach to securities regulation is simply "better" than what it characterizes as the prescriptive, rules-based American approach. The striking shift in financial sector business from New York to London over the last two years has brought the question of the wisdom of principles-based regulation into sharp relief. In fact, an FSA-style regulatory approach may also be taking hold in Canada, through the agency of the province of British Columbia. This paper examines BC's innovative proposals for a principles-based securities regime through the lens of New Governance theory. I …
Corporate Governance, Director Liability, And Good Faith, Elizabeth Nowicki
Corporate Governance, Director Liability, And Good Faith, Elizabeth Nowicki
Elizabeth Nowicki
Corporate directors are obligated to act “in good faith,” and directors face personal monetary liability to their shareholders for acts “not in good faith.” Yet no modern court has imposed liability accordingly. Every time the issue of a director’s good faith comes up in court, the court forces the complaining shareholder to prove that her directors acted affirmatively in bad faith as opposed to merely in the absence of good faith. The judiciary completely misses the point that acts lacking good faith are not always the same as acts affirmatively taken in bad faith. A director can act in the …
Developing Governance And Regulation For Emerging Capital And Securities Markets, Ali Adnan Ibrahim
Developing Governance And Regulation For Emerging Capital And Securities Markets, Ali Adnan Ibrahim
Ali A Ibrahim
This paper discusses various legal and regulatory issues for developing strong capital and securities markets in the transition economies. Toward this end, the paper analyses the available literature, and emphasizes that: (i) the development of corporate governance should be gradual and must take into consideration the customary laws that impact on the ownership structures and related preferences for doing business in the emerging markets; and (ii) the foreign investment policies should be consistent with the development of corporate governance and vice versa.
What Hedge Funds Can Teach Corporate America: A Roadmap For Achieving Institutional Investor Oversight, Robert C. Illig
What Hedge Funds Can Teach Corporate America: A Roadmap For Achieving Institutional Investor Oversight, Robert C. Illig
Robert C Illig
Hedge funds and other private equity funds are aggressive monitors of corporate America. Their investment strategies are designed to squeeze agency costs and other inefficiencies out of underperforming companies. Mutual funds and public pension funds, by contrast, have remained relentlessly passive despite their many resources. Rather than seek to improve the performance of their portfolio companies, they generally prefer to exit any investments that turn sour. Why the difference? In this Article, Professor Illig compares the business environments and regulatory regimes affecting different types of institutional investors. He concludes that the primary reason that most institutional investors do not better …