Law Commons^™

The Business Judgment Rule As An Immunity Doctrine, Lori A. Mcmillan

Lori A. McMillan

The business judgment rule is a judicially created doctrine that protects directors from personal civil liability for the decisions they make on behalf of a corporation. In today’s era of corporate scandals, global financial meltdowns, and directorial malfeasance it has become especially important in setting the bar for when directors are appropriately responsible to shareholders for their actions. Traditionally the business judgment rule has been regarded as a standard of liability, although it has never really been explored or enunciated as such. This view determines eligibility for business judgment rule protection of a decision after an examination of certain preconditions. …

Corporate Tax Risks: A Call For Greater Audit Committee Involvement, Thomas F. Larson

Thomas F Larson

This paper addresses recent turn of the century changes to how the government, the general public, and shareholders view corporate tax risk. The advent of new regulatory regimes necessitates a change in corporate boardroom behavior. This paper advocates a greater and more direct approach to be taken by the audit committee. Specifically, the committee should take control of certain aspects of the evaluation and appropriate levels of tax risk through a number of different ways.

Challenges And Opportunities For The Indonesian Securities Takeover Regulations: General Framework And Analysis From Dutch Law And Theoretical Perspectives, Yozua Makes

Yozua Makes

This article examines question of the extent to which the rules in Indonesia concerning takeover of a public listed company: (1) facilitate efficient exchange of shares in the capital market with fair protection for all stakeholders in a takeover transaction pursuant to Good Corporate Governance (GCG) principles; and (2) accommodate principles and protection provided in the securities laws of more developed jurisdictions. These issues are addressed by analyzing the current Indonesian legal framework from the perspective of fairness and efficiency in the securities regulations and corporate governance principles. A comparative discussion of laws and regulations in Indonesia and the Netherlands …

The End Of Shareholder Litigation? Allowing Shareholders To Customize Enforcement Through Arbitration Provisions In Charters And Bylaws, Paul D. Weitzel

Paul D. Weitzel

Shareholder litigation has been heavily criticized for its inability to compensate harmed shareholders or deter managerial misconduct. While some have suggested abolishing shareholder litigation altogether, this article takes a more moderate approach. I propose allowing shareholders to enforce charter and bylaw provisions that require arbitration of certain disputes. For example, an acquisitive company may require arbitration of merger-related suits, while allowing non-merger suits to proceed in court. Likewise, a company in an industry known for volatile stock prices could require a price drop of three or four standard deviations before the suit could be brought in court, rather than arbitration. …

The End Of Shareholder Litigation? Allowing Shareholders To Customize Enforcement Through Arbitration Provisions In Charters And Bylaws, Paul D. Weitzel

Paul D. Weitzel

Shareholder litigation has been heavily criticized for its inability to compensate harmed shareholders or deter managerial misconduct. While some have suggested abolishing shareholder litigation altogether, this article takes a more moderate approach. I propose allowing shareholders to enforce charter and bylaw provisions that require arbitration of certain disputes. For example, an acquisitive company may require arbitration of merger-related suits, while allowing non-merger suits to proceed in court. Likewise, a company in an industry known for volatile stock prices could require a price drop of three or four standard deviations before the suit could be brought in court, rather than arbitration. …

What's Wrong With Shareholder Empowerment?, Bernard S. Sharfman

Bernard S Sharfman

In his keynote address at the Journal of Corporation Law spring banquet (March 8, 2012), Mr. Sharfman discusses the negative impact shareholder empowerment has on the efficiency of decision making at public companies. Shareholder empowerment is the shifting of decision making from the board of directors and executive management to shareholders.

Why Proxy Access Is Harmful To Corporate Governance, Bernard S. Sharfman

Bernard S Sharfman

Historically, the SEC has allowed public companies to exclude from their proxy materials shareholder proposals for the nomination of directors by shareholders. This rule has allowed the nomination of directors to remain under the control of the board of directors and its nominating committee. However, under amended Rule 14a-8(i)(8), shareholders will now be able to include proposals on proxy access in a public company’s proxy materials. Public companies can now expect to receive such proposals for inclusion in their proxy materials for the 2012 proxy season.When voting on proxy access proposals, shareholders need to understand that proxy access is a …

Globalization Of Securities Enforcement: A Shift Toward Enhanced Regulatory Intensity In Brazil’S Capital Market?, Eugenio J. Cárdenas

Eugenio J. Cárdenas

This Paper, written for the “Globalization of the United States Litigation Model” symposium at Brooklyn Law School (October 21, 2011), inquires on whether emerging capital markets are shifting toward enhanced regulatory intensity in the enforcement of their securities laws, under the context of global legal convergence. It ventures into this puzzle of globalization, corporate law enforcement, and financial development, in light of the increasing phenomenon of regulatory convergence and international cooperation among securities regulators, in the realm of capital market surveillance and enforcement.

Focus is placed on the emerging Latin American region, namely Brazil’s securities market. The study explores Brazil’s …