Law Commons^™

Do Independent Boards Behave Differently? Examining The Voluntary Adoption Of Board Monitoring Mechanisms, Anita I. Anand

Anita I Anand

We ask whether firms with an independent board of directors are more likely than firms without an independent board to adopt recommended corporate governance practices designed to enhance the board's monitoring capabilities. Using hand-collected data from Canadian firms listed on both American and Canadian stock exchanges, we find that firms with both types of boards voluntarily adopt corporate governance practices and that independent boards are no more likely to adopt these practices than their non-independent counterparts. One exception to this statement is the formation of board committees. When boards are independent, the audit and compensation committees are far more likely …

Shareholders In The Jury Box: A Populist Check Against Corporate Mismanagement, Ann M. Scarlett

All Faculty Scholarship

The recent subprime mortgage disaster exposed corporate officers and directors who mismanaged their corporations, failed to exercise proper oversight, and acted in their self-interest. Two previous waves of corporate scandals in this decade revealed similar misconduct. After the initial scandals, Congress and the Securities and Exchange Commission attempted to prevent the next crisis in corporate governance through legislative and regulatory actions such as the Sarbanes-Oxley Act of 2002. Those attempts failed. Shareholder derivative litigation has also failed because judges accord corporate executives great deference and thus rarely impose liability for breaches of fiduciary duties.

To prevent the next crisis in …

Regulatory Competition, Choice Of Forum And Delaware’S Stake In Corporate Law, Faith Stevelman

Articles & Chapters

As Delaware corporate law confronts the twenty-first-century global economy, the state's legislators and jurists are becoming sensitive to increased threats to the law's sustained preeminence. The increased presence of federal laws and regulations in areas of corporate governance traditionally allocated to the states has been widely noted. The growth of federal corporate law standards may be undermining Delaware's confidence in the sustained prosperity of its chartering business - which has been a vital source of revenues and prestige for Delaware, its equity courts, and especially its corporate bar. The Delaware Court of Chancery appears to be concerned about the emigration …

The Oregon Trail: A New Path To Environmentally Responsible Corporate Governance?, Jason C. Jones

Saint Louis University Law Journal

No abstract provided.

Jiminy Cricket For The Corporation: Understanding The Corporate 'Conscience', Colin P. Marks

Faculty Articles

Historically, the corporation has evolved since the late eighteenth century from a relative few, specially chartered associations, generally organized to complete projects for the public good to the modern profit-making behemoths of modern America. Along the way, corporations have been subjected to regulation, often in response to public outcry against perceived abuses of power. This corporate evolution has also resulted in a general separation of ownership and control, though that is not to say that corporate managers act completely free from external pressures such as to make a profit. With regard to the corporate "conscience," though corporations do not have …