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Articles 1 - 13 of 13

Full-Text Articles in Law

Current Trends In Corporate Governance: Going From London To Milan Via Toronto, Brian R. Cheffins Oct 1999

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 Jul 1999

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 Jul 1999

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 Jul 1999

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. Jul 1999

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 Jul 1999

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 Jul 1999

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 Jul 1999

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 Jul 1999

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 Jul 1999

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 Jun 1999

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 Jan 1999

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 Jan 1999

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 …