The Archives

The collection of all scholarly commentary on law, economics, and more

Showing archive for:  “Corporate Governance”

"Loyal" Directors in Delaware

In November of 2006, the Delaware Supreme Court issued an opinion in Stone v. Ritter dealing with a director’s fiduciary duties in cases where the complaining plaintiff-shareholder is maintaing that her directors did not sufficiently monitor their corporate charge. (I refer to these “oversight” cases loosely as “asleep at the wheel” cases.) There has been ... "Loyal" Directors in Delaware

Revisiting Two Classics as the New Semester Begins

Last Friday was the first day of my Business Organizations class. We began with two articles that have profoundly influenced my thinking about the world in general and the business world in particular. To inaugurate the new semester, I thought I’d take a moment and pay tribute to the insights in those articles (and solicit ... Revisiting Two Classics as the New Semester Begins

Manne on Shareholder Democracy

Henry Manne is back with another article in the WSJ.  This time Manne goes toe-to-toe with the “corporate democrats.” Profs Ribstein (“Shareholder democracy is just one of the burdens that public corporations have to bear these days”)  and Bainbridge (“it’s a brilliant spanking of the shareholder activists, which I highly commend to your attention”) have ... Manne on Shareholder Democracy

Warren on Rationality, Choice, and Regulation in the Credit Card Market

Elizabeth Warren (Credit Slips) points to an interesting empirical study by Agarwal, Liu, Souleses, and Chomsisengphet (“ALSC”) which examines consumer credit card selection in a natural experiment setting in which a card company offers two cards to consumers: (1) a high interest rate, no annual fee card and (2) a low rate card with an ... Warren on Rationality, Choice, and Regulation in the Credit Card Market

Morrison at ELS Blog

Ed Morrison (Columbia) has a great series of guest blogs at the always worth reading ELS Blog on a few research questions in bankruptcy and torts as well as a methodological entry. I am a little bit late with the link (his guest stint ended December 8th ), but I really enjoyed the posts. Here ... Morrison at ELS Blog

Two in the WSJ

Airlines and Antitrust. Kenneth Starr on Sarbox. The punchline: Even the statute’s co-author, Rep. Mike Oxley, has conceded that Sarbanes-Oxley was hastily written and enacted. In its rush to “do something” about corporate scandals, Congress overstepped the bounds of its authority. It is time to call Congress back, both to help our economy and reaffirm ... Two in the WSJ

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

Bainbridge is Back

The Business Associations’ Blog is here.

SSRN Top Tens for Corporate, Corporate Governance, and Securities Law

The current SSRN top tens for corporate, corporate governance, and securities law are after the jump.

WaPo on stock options

WaPo provided its two cents on option backdating in an editorial appearing yesterday (see here). Its solution is to rein in the use of stock options, perhaps through regulation, and instead go with restricted stock. The reason: “options are opaque” and therefore “invite abuse.” Well that’s certainly a convincing argument for stripping corporations of a ... WaPo on stock options

No More 10-Qs?

According to the Financial Times (via CFO.com), the Big Four accounting firms will recommend in a joint paper to be released tomorrow that the current system of quarterly reports be scrapped for “real-time, internet based reporting encompassing a wider range of performance measures.” It will be interesting to see what exactly they have in mind. ... No More 10-Qs?

The Grasso Case and Board Reverberations

The Law Blog asks “Will the Grasso Ruling Reverberate in Corporate Boardrooms?†The post includes the following quotes from some “executive pay gurus†via Business Week: • H. Rodgin Cohen, Sullivan & Cromwell: “The precedent-setting issue here: a CEO’s duty to inform the board fully about his or her pay and the board’s duty to ... The Grasso Case and Board Reverberations