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Full-Text Articles in Law
The Uneasy Case For The Inside Director, Lisa M. Fairfax
The Uneasy Case For The Inside Director, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
In the wake of recent scandals and the economic meltdown, there is nearly universal support for the notion that corporations must have independent directors. Conventional wisdom insists that independent directors can more effectively monitor the corporation and prevent or otherwise better detect wrongdoing. As the movement to increase director independence has gained traction, inside directors have become an endangered species, relegated to holding a minimal number of seats on the corporate board. This Article questions the popular trend away from inside directors by critiquing the rationales in favor of director independence, and assessing the potential advantages of inside directors. This …
‘Nothing But Wind’? The Past And Future Of Comparative Corporate Governance, Donald C. Clarke
‘Nothing But Wind’? The Past And Future Of Comparative Corporate Governance, Donald C. Clarke
GW Law Faculty Publications & Other Works
Corporate law scholarship has come a long way since Bayless Manning some four decades ago famously pronounced it dead. Not only has doctrinal scholarship continued its project of critique and rationalization, but empirical and economic approaches have injected new life into the field.
Recent years have seen the rise of comparative corporate governance (CCG) as an increasingly mainstream approach within the world of corporate governance studies. This is a function partly of an increasing international orientation on the part of legal scholars and partly of an increasingly empirical turn in corporate law scholarship generally. Different practices in other jurisdictions present …
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
In the sixty years since the Committee on Corporate Laws (Committee) promulgated the Model Business Corporation Act (MBCA), there have been significant changes in corporate law and corporate governance. One such change has been an increase in shareholder activism aimed at enhancing shareholders’ voting power and influence over corporate affairs. Such increased shareholder activism (along with its potential for increase in shareholder power) has sparked considerable debate. Advocates of increasing shareholder power insist that augmenting shareholders’ voting rights and influence over corporate affairs is vital not only for ensuring board and managerial accountability, but also for curbing fraud and other …
Board Diversity Revisited: New Rationale, Same Old Story?, Lisa M. Fairfax
Board Diversity Revisited: New Rationale, Same Old Story?, Lisa M. Fairfax
GW Law Faculty Publications & Other Works
Recently, board diversity advocates have relied on market- or economic-based rationales to convince corporate America to increase the number of women and people of color in the boardroom, in lieu of moral or social justifications. This shift away from moral or social justifications has been deliberate, and it stems from a belief that corporate America would better respond to justifications that centered on the corporate bottom line. However, recent empirical data reveals that despite the increased reliance on, and apparent acceptance of, market- or economic-based rationales for board diversity, there has been little change in actual board diversity. This Article …