Law Commons^™

Corporate Corruption And Reform Undertakings: A New Approach To An Old Problem, David Hess, Cristie L. Ford

Cornell International Law Journal

No abstract provided.

Gatekeeper Failures: Why Important, What To Do, Merritt B. Fox

Michigan Law Review

The United States was hit by a wave of corporate scandals that crested between late 2001 and the end of 2002. Some were traditional scandals involving insiders looting company assets - the most prominent being Tyco, HealthSouth, and Adelphia. But most were what might be called "financial scandals": attempts by an issuer to maximize the market price of its securities by creating misimpressions as to what its future cash flows were likely to be. Enron and WorldCom were the most spectacular examples of these financial scandals. In scores of additional cases, the companies involved and their executives were sued by …

On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen J. Choi, Jill E. Fisch

Vanderbilt Law Review

In recent years, the California Public Employees Pension System ("CalPERS") has received extensive attention for its active participation in corporate governance. CalPERS's activities established it as a leader among activist institutions. CalPERS's Murray and Kathleen Bring Professor of Law, New York University School of Law. T.J. Maloney Professor of Business Law, Fordham Law School. Thanks to Jeff Gordon, Keith Johnson, Un Kyung Park, Wayne Schneider, Damon Silvers, Randall Thomas, and John Wilcox for their valuable help in project design and for their useful comments.

Strategy was based on identifying underperforming companies with poor governance practices and then working to change …

The Evolving Role Of Institutional Investors In Corporate Governance And Corporate Litigation, Randall S. Thomas

Vanderbilt Law Review

This Symposium volume of the Vanderbilt Law Review, sponsored by the Institute for Law and Economic Policy ("ILEP"), focuses on the critical role of institutional investors in the modern American corporation. The agency cost model of the corporation tells us that in a dispersed ownership system, such as the U.S. system, large, motivated shareholders can play an important role in reducing the agency costs of equity by closely monitoring the actions of corporate management.1 Activist investors can use their voting powers, their power to file suit, and their power to sell their interests in the firm, to align the interests …

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.

Dutch Treat: Netherlands Judiciary Only Goes Halfway Towards Adopting Delaware Trilogy In Takeover Context, Danielle Quinn

Vanderbilt Journal of Transnational Law

This Note examines Dutch takeover law in light of the current inter-EU competition to attract entities to individual Member States. The recent hostile takeover of the Dutch bank, ABN AMRO, provides an excellent example of the Netherlands' opportunity to use its judiciary to solidify its reputation as a competitive, business-friendly jurisdiction. The Dutch Enterprise Chamber can aid the Netherlands in becoming the preeminent EU country--a similar status to Delaware's Chancery Court in the United States. Although the Enterprise Chamber attempted to introduce Delaware law in ABN AMRO, it unfortunately misapplied the law. As a result, the Dutch Supreme Court had …

Stakeholder Governance: A Bad Idea Getting Worse, George W. Dent Jr.

Case Western Reserve Law Review

No abstract provided.

Five Decades Of Corporation Law: From Conglomeration To Equity Compensation, Richard A. Booth

Villanova Law Review

No abstract provided.

Defending Stakeholder Governance, Kent Greenfield

Case Western Reserve Law Review

No abstract provided.

The Difficulty Of A Plaintiff's Playground Being Truly "Open For Buisiness": An Overview Of West Virginia's Corporate Law Governing Derivative Lawsuits, Heather Flangan

West Virginia Law Review

No abstract provided.

A Forensic Study Of Daewoo's Corporate Governance: Does Responsibility For The Meltdown Solely Lie With The Chaebol And Korea?, Joongi Kim

Northwestern Journal of International Law & Business

At the end of 1999, one of the largest conglomerates in the world, the Daewoo Group, collapsed in a spectacular fashion. During its peak, Daewoo was a sprawling enterprise with over 320,000 employees with 590 subsidiaries overseas that operated in over 110 countries. Its management received widespread praise and academic recognition for its success. Yet, when the Asian financial crisis hit in 1997, it managed to commit a deception worth 22.9 trillion won ($15.3 billion) that was termed the "biggest accounting fraud in history, surpassing WorldCom and Enron . . . ." Years later, inner-workings of the conglomerate are finally …