Outside directors of public companies play a central role in overseeing management. Nonetheless, they have rarely incurred personal, out-of-pocket liability for failing to carry out their assigned tasks, either in the litigation-prone United States or other countries. Historically, as threats to...

“Corporate governance” first came into vogue in the 1970s in the United States. Within 25 years corporate governance had become the subject of debate worldwide by academics, regulators, executives and investors. This paper traces developments occurring between the mid-1970s and the end of...

The "law matters" thesis implies countries will not develop a robust stock market or diffuse corporate ownership structures unless laws are in place that curtail the extraction of private benefits of control by large shareholders and address information asymmetries from which outside investors...

Trust, loyalty and cooperation are concepts which have been discussed in highly favourable terms. Management theorists implore executives to engage the hearts and minds of workers with assurances of continued employment and promises to develop existing skills and capabilities. Customers and...

In 2008, share prices on U.S. stock markets fell further than they had during any one year since the 1930s. Does this mean corporate governance “failed?” This paperarticle argues generally “no,” based on a study of a sample of companies at “ground zero” of the stock market meltdown,...

This Article contains chapters 8-9, 11-13, and the Conclusion of a World Bank-sponsored Report, prepared in December 2006, to the Russian Federal Service on the Securities Market. We discuss the liability under company law of directors, senior company officials, and controlling shareholders of...

The Russian version of this paper is available at http://ssrn.com/abstract=1001991. An updated Russian language version was published as Правовое Регулирование Ответственности Членов Органов Управления: Анализ Мировой...

A great merger wave occurring in the United States between 1897 and 1903 was the single most important event in a process that yielded the pattern of managerial control and dispersed share ownership which currently distinguishes America's corporate economy from arrangements in most other...

Law and politics had a significant impact on stock market development in Germany between 1870 and the beginning of World War II. IPOs can be a bellwether for stock market development and nearly 1100 were carried out on the Berlin Stock Exchange during this period. Regulatory changes occurring in...

While issues that prompt corporate governance responses are endemic to the corporate form, the term “corporate governance” only began to feature with any regularity in discussions of public companies in Britain as the 1990s got underway. It is well known that work done by the Committee on...