The board of directors of a public company is only responsible for a relatively few of the almost infinite number of decisions that are made at a public company over any period of time. Yet, when a corporate board does make a decision, for example, the appointment of a chief executive officer or...

It has been over seven years since the public was first made aware that Enron (or the quot;Companyquot;) was a troubled firm, ultimately doomed to bankruptcy and much litigation, both civil and criminal. Yet, the Enron debacle continues to fascinate researchers and the general population alike....

The recently enacted Dodd-Frank Act will have a major impact on how the financial sector operates. For example, the Act will prohibit banking entities from engaging in the "proprietary trading” of financial instruments unrelated to customer-driven business. Surely, this and other provisions...

This presentation represents my current thinking on my manuscript, Moving Beyond the Dodd-Frank Act: Reducing Systemic Risk by Cooling Wall Street's Bonus Culture. A revised manuscript will be completed by Jan. 1, 2011

Good corporate governance practices at a publicly held firm will not necessarily be good practices at a publicly traded firm in which there is a controlling shareholder. This is because board independence, a key concept in structuring appropriate corporate governance practices, has a different...

In the newly evolving case law of what constitutes a corrective disclosure, a recent U.S. District Court for the District of Arizona decision in In re Apollo Group, Inc. Securities Litigation has brought to the fore the issue of whether or not corrective disclosures must come only in the form of...

The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

This submission is in response to Chairman Clayton's July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that...

In a 2017 Virginia Law Review article, "The Untenable Case for Perpetual Dual-Class Stock," Lucian Bebchuk and Kobi Kastiel made the argument that time-based sunset provisions (a forced unification of shares into one share structure with equal voting rights after a certain period of time) should...