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Full-Text Articles in Law
Three Concepts Of The Independent Director, Donald C. Clarke
Three Concepts Of The Independent Director, Donald C. Clarke
GW Law Faculty Publications & Other Works
Despite the surprisingly shaky support in empirical research for the value of independent directors, their desirability seems to be taken for granted in policy-making circles. Yet important elements of the concept of and rationale for independent directors remain curiously obscure and unexamined. As a result, the empirical findings we do have may be misapplied, and judicial gap-filling may be harder than imagined when legislative intent cannot be divined or is contradictory.
This article attempts to unpack the concept broadly understood by the term independent director and to distinguish among its various concrete manifestations. In particular, I discuss the critical differences …
A Prescription To Retire The Rhetoric Of 'Principles-Based Systems' In Corporate Law, Securities Regulation And Accounting, Lawrence A. Cunningham
A Prescription To Retire The Rhetoric Of 'Principles-Based Systems' In Corporate Law, Securities Regulation And Accounting, Lawrence A. Cunningham
GW Law Faculty Publications & Other Works
This Article corrects widespread misconception about whether complex regulatory systems can be fairly described as either "rules-based" or "principles-based" (also called "standards-based"). Promiscuous use of these labels has proliferated in the years since the implosion of Enron Corp. While the concepts of rules and principles (or standards) are useful to classify individual provisions, they are not scalable to the level of complex regulatory systems. The Article uses examples from corporate law, securities regulation and accounting to illustrate this problematic phenomenon before turning to a series of possible explanations for the widespread use of these misleading labels. The piece contributes to …