Law Commons^™

The Sec And The Future Of Corporate Governance, Mark J. Loewenstein

Publications

No abstract provided.

Proxy Reform As A Means Of Increasing Shareholder Participation In Corporate Governance: Too Little, But Not Too Late , Carol Goforth

American University Law Review

No abstract provided.

Institutions As Relational Investors: A New Look At Cumulative Voting, Jeffrey N. Gordon

Faculty Scholarship

The hostile takeover may have become a receding memory, but the problem that the market in corporate control purported to address nevertheless remains. In a world of imperfect competition, the product, capital, and managerial markets may temporarily indulge suboptimal performance by a firm's managers. As cases such as GM, Sears, American Express, and IBM illustrate, a firm with a substantial franchise and substantial financial reserves can sustain deteriorating economic performance over a significant period, resulting in a long slow slide of economic values. Shareholders and society generally will benefit from a mechanism that replaces the firm's incumbent managers well before …

Liability Of Directors Of Chapter 11 Debtors In Possession: 'Don't Look Back - Something May Be Gaining On You', Daniel Bogart

Daniel B. Bogart

This article addresses a series of important questions involving the fiduciary obligations and personal liability of bankruptcy trustees and directors of debtors in possession. The article begins by noting the uncertainty of lawyers representing directors of chapter 11 debtors. These lawyers must advise individual directors on their possible liability for decision making post petition. The article continues with a review of basic corporate governance of companies preceding and following the filing of a chapter 11 petition.

The article focuses on the content of the fiduciary obligations of care and loyalty of directors of the bankrupt companies. Supreme Court opinions indicate …