Law Commons^™

Fiduciary Duties Of Corporate Directors In Uncertain Times, Ellen J. Odoner, Stephen A. Radin, Lyuba A. Goltser, Andrew E. Blumberg

Ira M. Millstein Center for Global Markets and Corporate Ownership

Directors addressing new political uncertainties, a host of heightened challenges and asserted “best practices” from many sources may understandably ask whether their fiduciary duties have changed as well. This paper synthesizes the latest decisions of the Delaware courts on the standards of conduct for directors and the standards by which their conduct is reviewed. While directors should expect uncertainty to be a fact of corporate life for the foreseeable future, this paper emphasizes that neither the fiduciary duties of directors nor the protections afforded them have changed. Disinterested and independent directors acting in good faith continue to have broad protections …

Board Excellence And Fiduciary Duties Of Corporate Directors, E. Norman Veasey, Ira M. Millstein

Ira M. Millstein Center for Global Markets and Corporate Ownership

This article is intended for corporate directors and explores the key issues that directors should understand with respect to their fiduciary duties. An accompanying paper authored by Ellen Odoner, Stephen Radin, Lyuba Goltser, and Andrew Blumberg of Weil, Gotshal & Manges LLP provides a detailed analysis of the concepts discussed in this article and is recommended to general counsel, as they advise their corporate boards with respect to their fiduciary duties, as well as directors who wish to have a better understanding of their own fiduciary duties.

Report From The General Counsel Summit On Short-Termism And Public Trust, Ira M. Millstein Center For Global Markets And Corporate Ownership

Ira M. Millstein Center for Global Markets and Corporate Ownership

This summary report was prepared for participants in the General Counsel Corporate Governance Summit and presents some of the key discussion topics and views of participants at the summit. It is not intended to provide a complete summary or represent a unanimous consensus of the summit’s proceedings.

Adapting Global Standards To A Changing World, Serdar Çelik, Mats Isaksson

Ira M. Millstein Center for Global Markets and Corporate Ownership

In 1996, Ira Millstein received a phone call from Paris. It came from the Organization for Economic Co-operation and Development (OECD) asking him to head a small international group of distinguished businesspeople, including Sir Adrian Cadbury. Their assignment would be to provide economists and policy makers with advice for future work in the area of corporate governance. At the time, the topic was little understood among policy makers and its wider economic implications were rarely discussed. But OECD, already well known for its analysis of both macroeconomics and structural policies, wanted to change that. They looked at corporate governance as …

Short-Termism, Douglas Chia

Ira M. Millstein Center for Global Markets and Corporate Ownership

Perhaps no topic in corporate governance has garnered more and stronger reactions than the debate over whether shorttermism is an issue for public corporations, the public markets, or the economy.

From the explosion in recent years of buybacks and dividends, to the declines in investment in research and development and capital expenditures, and unprecedented corporate profits and cash holdings, some argue that capitalism has focused in on the wrong outcomes, or worse, been coopted by the few at the expense of the many.

This essay will lay out the data and arguments over short-termism and what structural changes may be …