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Articles 1 - 10 of 10
Full-Text Articles in Law
Esg & Caremark: Shareholders Might Lack Adequate Tools To Voice Esg Concerns And To Hold Boards Of Directors Accountable For Esg Oversight, Meryl Roux Jimenez
Esg & Caremark: Shareholders Might Lack Adequate Tools To Voice Esg Concerns And To Hold Boards Of Directors Accountable For Esg Oversight, Meryl Roux Jimenez
University of Miami Business Law Review
Environmental, Social, and Government (“ESG”) practices are no longer an area that corporations can ignore. A corporation’s failure to oversee an ESG risk can lead to a reputational scandal for the company, which, ultimately, hurts shareholders. The only primary legal recourse for shareholders to hold a board of directors accountable—for breaching its fiduciary duty to oversee a risk— is to bring a Caremark action in court. While most Caremark actions have proved favorable to shareholders in the past two decades, it is an imperfect and reactive framework for ESG related claims. Corporations are pulled in two opposite directions: maximizing shareholders’ …
Fiduciary Duty As A Shield For Social Media User Privacy And Platform Policing Of Political Misinformation And Disinformation, Michael M. Epstein
Fiduciary Duty As A Shield For Social Media User Privacy And Platform Policing Of Political Misinformation And Disinformation, Michael M. Epstein
FIU Law Review
No abstract provided.
Humanity Constrains Loyalty: Fiduciary Duty, Human Rights, And The Corporate Decision Maker, Malcolm Rogge
Humanity Constrains Loyalty: Fiduciary Duty, Human Rights, And The Corporate Decision Maker, Malcolm Rogge
Fordham Journal of Corporate & Financial Law
This article considers whether the values contained within the idea of human rights have normative priority over economic values as they are inscribed in shareholder-oriented interpretations of the duty of loyalty in corporate law. While stakeholder theorists have sought to expand the ambit of the fiduciary duty—arguing generally that corporate fiduciary law permits managers to take into account a broad range of stakeholder interests—this article shifts the frame of analysis: It proposes that the range of corporate fiduciary loyalty is constrained by human rights as normative values that are distinct from the strictly economic values that are given primacy in …
Mind The Gap(S): Solutions For Defining Tipper-Tippee Liability And The Personal Benefit Test Post-Salman V. United States, Matthew Williams
Mind The Gap(S): Solutions For Defining Tipper-Tippee Liability And The Personal Benefit Test Post-Salman V. United States, Matthew Williams
Fordham Journal of Corporate & Financial Law
The Supreme Court’s decision in Salman v. United States reaffirmed (and indeed, clarified) the central holding of Dirks v. SEC that no additional pecuniary or reputational gain is needed when an insider gives information to a “trading relative or friend.” While this was considered a win for prosecutors, the Court chose to abstain from considering more complex questions regarding tipper-tippee liability. Namely, the Court provided no guidance on what constitutes a “friend” or “trading relative” nor how a tippee “should know” whether information was improperly disclosed. Without any clear standards, prosecutors and courts have wide discretion to determine whether these …
Entire Fairness: A Call To Preserve Delaware Doctrine, Lisa Bei Li
Entire Fairness: A Call To Preserve Delaware Doctrine, Lisa Bei Li
The Journal of Business, Entrepreneurship & the Law
Appraisal arbitrage is on the rise. Institutional investors—namely, hedge funds—buy into target companies after their merger announcements and bet on the price. By purposely taking a minority position, these funds proceed to courts to obtain what they otherwise could not in the market: a “fair value.” Where there is no allegation of wrongdoing or injury, these plaintiffs nonetheless successfully divert deal value away from business combinations. Based on a misunderstood statute, appraisal arbitrage has exploded into a multi-billion dollar industry for large fund investors. In June 2016, amid growing concerns, the Delaware General Assembly amended section 262, Delaware’s appraisal statute. …
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Pepperdine Law Review
No abstract provided.
Stretching The Limits Of Deal Protection Devices: From Omnicare To Wachovia, Eleonora Gerasimchuk
Stretching The Limits Of Deal Protection Devices: From Omnicare To Wachovia, Eleonora Gerasimchuk
Fordham Journal of Corporate & Financial Law
No abstract provided.
O'Hagan Revisited: Should A Fiduciary Duty Be Required Under The Misappropriation Theory?, Rebecca S. Smith
O'Hagan Revisited: Should A Fiduciary Duty Be Required Under The Misappropriation Theory?, Rebecca S. Smith
Georgia State University Law Review
No abstract provided.
Reasonable Expectations In Families, Businesses, And Family Businesses: A Comment On Rollock, Terry A. O'Neill
Reasonable Expectations In Families, Businesses, And Family Businesses: A Comment On Rollock, Terry A. O'Neill
Indiana Law Journal
Symposium: Law and the New American Family Held at Indiana University School of Law - Bloomington Apr. 4, 1997
Fiduciary Duty Owed Creditors By Director Of Insolvent Corporation
Fiduciary Duty Owed Creditors By Director Of Insolvent Corporation
Indiana Law Journal
Recent Cases: Corporations