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Full-Text Articles in Law
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Law and Contemporary Problems
Wilcox discusses the compliance of the duty to inform of directors of publicly held companies. The expected long-term impact of a duty to inform would be to "operationalize" corporate governance policies and accustom boards to provide greater transparency about their deliberations and decisions on matters relating to governance, business oversight, and strategy. Regardless of whether a directors' duty to inform can be inferred from the Model Business Corporation Act or other provisions of state law, it could be implemented through the adoption of a charter or bylaw amendment initiated by the board or by shareholders.
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Law and Contemporary Problems
DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.
Director Confidentiality, Cyril Moscow
Director Confidentiality, Cyril Moscow
Law and Contemporary Problems
The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.