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Full-Text Articles in Law
Protecting Shareholder Access To Director Elections: A Response To Ca, Inc. V. Afscme Urging The Adoption Of A Blasius Standard Of Review For The Exercise Of A Fiduciary-Out Clause, Christopher Fawal
Duke Law Journal
The shareholder's role in corporate management is evolving. In CA, Inc. v. AFSCME, the Delaware Supreme Court likely expanded that role in a ruling that signals the potential for greater shareholder access to the corporate boardroom and enhanced director accountability. The court determined that a shareholder proposal to mandate reimbursement of certain board of director candidates was a proper subject for shareholder bylaws. But the court also held that the particular bylaw in question did not preserve the board's ability to exercise its fiduciary duties and, therefore, violated Delaware law. Future bylaws governing director nominations and elections are likely to …
Regulating Corporations The American Way: Why Exhaustive Rules And Just Deserts Are The Mainstay Of U.S. Corporate Governance, Jonas V. Anderson
Regulating Corporations The American Way: Why Exhaustive Rules And Just Deserts Are The Mainstay Of U.S. Corporate Governance, Jonas V. Anderson
Duke Law Journal
No abstract provided.
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Duke Law Journal
This Article develops a theory of rhetoric in corporate law jurisprudence. It begins by examining a recent innovation in Delaware case law: the emerging principle of "good faith." Good faith is an old notion in law generally, but it offers to bring significant change to corporate law, including realignment of the business judgment rule and a shift in the traditional balance between the authority of boards and the accountability of boards to courts. This Article argues, however, that good faith functions as a rhetorical device rather than a substantive standard. That is, it operates as a speech act, a performance, …
Exporting U.S. Corporate Governance Standards Through The Sarbanes-Oxley Act: Unilateralism Or Cooperation?, Minodora D. Vancea
Exporting U.S. Corporate Governance Standards Through The Sarbanes-Oxley Act: Unilateralism Or Cooperation?, Minodora D. Vancea
Duke Law Journal
No abstract provided.
The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile
The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile
Duke Law Journal
The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission's general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.