Historically, the evolution and growth of American corporate law has occurred with only limited and sporadic attention to international corporate governance regimes. This article considers some possible reasons for the relative lack of attention in the United States to international corporate...

The emergence of institutional investors as shareholders has challenged, and rendered outmoded, many of the traditional assumptions about shareholders and their engagement with the corporation. There has been considerable interest in, and reassessment of, the position of institutional investors...

In 2000, the basic regulatory structure of Australian takeover law was radically altered, when the role of arbiter of takeover disputes was shifted from the courts to a specialist commercial body, the Takeovers Panel. In an early decision in 2001, Pinnacle No 8 (discussed in Hill and Kriewaldt,...

Legal scholars have long discussed the gap, or “acoustic separation”, between stringent standards of conduct (“conduct rules”) and more lenient standards of review (“decision rules”) in legal regulation. This gap has been particularly stark in the United States in relation to...

Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...

The regulation of hostile takeovers constitutes an interesting corporate governance microcosm. It is an area where clear contrasts in approach, regarding the balance of power between shareholders and the board of directors, are evident across different jurisdictions. Takeovers also reflect the...

This study compares CEO employment contracts across two common law countries: the United States and Australia. Although the regulatory regimes of these jurisdictions enjoy many comparable features, there are also some important institutional differences in terms of capital market, tax, and...

The paper was prepared as the Australian National Report on Corporate Governance for the International Academy of Comparative Law, 18th International Congress of Comparative Law, which was held in Washington from July 25 - August 1, 2010. The paper provides an overview of the structure of...

This article is published in a special symposium edition on the work of Adolf Berle, which includes papers from a conference, In Berle's Footsteps, held in November 2009 to celebrate the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society.Shareholders, and the relationship...