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Articles 1 - 12 of 12
Full-Text Articles in Law
Can Peltz Score?: What’S Behind The May 13 Dupont Vs. Trian Contest, Lawrence A. Hamermesh
Can Peltz Score?: What’S Behind The May 13 Dupont Vs. Trian Contest, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Since 1978, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. The NACD has grown from a mere realization of the importance of corporate governance to become the only national membership organization created by and for corporate directors. …
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Now over 36 years old, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. Over the past thirty-six years NACD has grown from a mere realization of the importance of corporate governance to become the only national membership …
Corporate Culture And Erm, Michelle M. Harner
Corporate Culture And Erm, Michelle M. Harner
Michelle M. Harner
The attitudes and actions of those viewed as leaders within a company (commonly referred to as “tone at the top”) help to define corporate culture and are critical to implementing a successful enterprise risk management (ERM) program. This paper explores the challenges and benefits of creating a risk-aware corporate culture, including the potential legal implications for boards of directors.
Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang
Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang
Christopher Chao-hung Chen
No abstract provided.
Beyond The Board Of Directors, Kelli A. Alces
Beyond The Board Of Directors, Kelli A. Alces
Kelli A. Alces
The law of corporate governance places the board of directors at the top of the corporate decisionmaking structure. So, accountability for corporate decisions rests primarily on the shoulders of part-time employees who lack the time and thorough knowledge of the firm necessary to perform the board’s duties effectively. Corporate governance scholarship is similarly preoccupied with the board of directors. Scholars have debated whether to enhance or diminish the board’s authority within the firm, but all accept that a board of directors should preside over corporate decisionmaking. This Article argues that scholars on both sides of the debate have missed the …
Beyond The Board Of Directors, Kelli A. Alces
Beyond The Board Of Directors, Kelli A. Alces
Kelli A. Alces
The law of corporate governance places the board of directors at the top of the corporate decisionmaking structure. So, accountability for corporate decisions rests primarily on the shoulders of part-time employees who lack the time and thorough knowledge of the firm necessary to perform the board’s duties effectively. Corporate governance scholarship is similarly preoccupied with the board of directors. Scholars have debated whether to enhance or diminish the board’s authority within the firm, but all accept that a board of directors should preside over corporate decisionmaking. This Article argues that scholars on both sides of the debate have missed the …
Beyond The Board Of Directors, Kelli A. Alces
Beyond The Board Of Directors, Kelli A. Alces
Kelli A. Alces
The law of corporate governance places the board of directors at the top of the corporate decisionmaking structure. So, accountability for corporate decisions rests primarily on the shoulders of part-time employees who lack the time and thorough knowledge of the firm necessary to perform the board’s duties effectively. Corporate governance scholarship is similarly preoccupied with the board of directors. Scholars have debated whether to enhance or diminish the board’s authority within the firm, but all accept that a board of directors should preside over corporate decisionmaking. This Article argues that scholars on both sides of the debate have missed the …
Beyond The Board Of Directors, Kelli A. Alces
Beyond The Board Of Directors, Kelli A. Alces
Kelli A. Alces
The law of corporate governance places the board of directors at the top of the corporate decisionmaking structure. So, accountability for corporate decisions rests primarily on the shoulders of part-time employees who lack the time and thorough knowledge of the firm necessary to perform the board’s duties effectively. Corporate governance scholarship is similarly preoccupied with the board of directors. Scholars have debated whether to enhance or diminish the board’s authority within the firm, but all accept that a board of directors should preside over corporate decisionmaking. This Article argues that scholars on both sides of the debate have missed the …
Towards A Stakeholder-Shareholder Theory Of Corporate Governance: A Comparative Analysis, Katharine Jackson
Towards A Stakeholder-Shareholder Theory Of Corporate Governance: A Comparative Analysis, Katharine Jackson
Katharine Jackson
The governance regime of the public corporation in America, while tending to promote the concentration of economic and social power in company leadership, often encourages that leadership to advance the interests of their company’s short-term shareholders. The result is a board of directors beholden, if to anything at all, to short-term stock prices. This prioritization often comes at the expense of the corporation’s long-term sustainability and to its other constituents: its work force, creditors, and community. In contrast, governance in Continental European countries like Germany persuades corporate leadership to embrace social obligations and long-term outlooks through, e.g., enforced stakeholder representation …
Business Strategists And Election Commissioners: How The Meaning Of Loyalty Varies With The Board’S Distinct Fiduciary Roles, Ethan G. Stone
Business Strategists And Election Commissioners: How The Meaning Of Loyalty Varies With The Board’S Distinct Fiduciary Roles, Ethan G. Stone
Ethan G. Stone
For twenty years, Delaware courts have been developing special standards to review board decisions that interfere with hostile bids for control or the exercise of the shareholder franchise. These “Unocal” and “Blasius” doctrines seem to fit uneasily with theories of the board’s role in corporate governance, constraining board discretion too little for shareholder primacy theories and too much for board autonomy theories. Nor have the Delaware courts succeeded in fitting Unocal and Blasius comfortably with their treatment of board decisions in other contexts. In this article, I propose that these special doctrines reflect the difference between two separate functions of …
Dual Identities And Dueling Obligations: Preserving Independence In Corporate Representation, Susanna K. Ripken
Dual Identities And Dueling Obligations: Preserving Independence In Corporate Representation, Susanna K. Ripken
Susanna K. Ripken
Under the Model Rules of Professional Responsibility, lawyers for corporate entities must regard the organization itself as the client. Because the corporate client can act only through its authorized constituents, including officers, directors, and employees, the lawyer for the corporation typically looks to the authorized managers of the corporation to speak on behalf of the client. When the interests of the managers and the corporations diverge, however, the lawyer must seek out the highest authority in the organization to provide the appropriate guidance. As a general matter, the board of directors acts as the highest authority within the corporation. One …