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Articles 31 - 33 of 33
Full-Text Articles in Law
Controlling Shareholders And Corporate Governance: Complicating The Comparative Taxonomy, Ronald J. Gilson
Controlling Shareholders And Corporate Governance: Complicating The Comparative Taxonomy, Ronald J. Gilson
Faculty Scholarship
Corporate governance scholarship has shifted focus in recent years from hostile takeovers, which occur primarily in the widely held shareholder systems of the United States and the United Kingdom, to the comparative merits of the "controlling shareholder" systems that are the norm most everywhere else in the world. In this emerging debate, the simple dichotomy between controlling shareholder systems and widely held shareholder systems that has largely dominated the discourse is too coarse to allow a deeper understanding of the diversity of ownership structures in different national capital markets and their policy implications. In this Article, Professor Ronald Gilson seeks …
The Dangers And Drawbacks Of The Disclosure Antidote: Toward A More Substantive Approach To Securities Regulation, Susanna K. Ripken
The Dangers And Drawbacks Of The Disclosure Antidote: Toward A More Substantive Approach To Securities Regulation, Susanna K. Ripken
Susanna K. Ripken
This article analyzes and critiques the federal securities laws' reliance on disclosure as the primary method of protecting investors and regulating the securities markets. Since the inception of the federal securities law seventy years ago, the policy has always been that, as long as corporations disclose all material information about their operations and their stock, public investors can make their own informed investment decisions. The unprecedented number of corporate frauds, scandals, and bankruptcies in recent years has revealed weaknesses in the traditional disclosure strategy of regulation. Disclosure rules did not protect American investors from the damages they suffered when large …
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
Richard E. Moberly
Recent corporate scandals demonstrate that rank-and-file employees often remain silent in the face of significant fraud. This silence is unfortunate because corporate employees have inside knowledge of misconduct that gives them an information advantage over more traditional corporate monitors, such as independent directors and government regulators. To address this problem, the Sarbanes-Oxley Act utilized a new approach that encourages employee whistleblowers to disclose information about corporate wrongdoing. This approach, which Professor Richard Moberly labels the “Structural Model,” requires that corporations provide a standardized channel for employees to report organizational misconduct to official monitors within the corporation. This Article offers an …