In re RegO Co. involved the classic conflict between mass products liability claims and corporate dissolution law and the so-called fiduciary duty to creditors. If the duty to creditors is created only at insolvency or dissolution, what principle of corporate law justifies the transformation?...

In recent years environmental, social, and governance (ESG) theory has become increasingly influential in the world of corporate management and investing. Despite significant problems with inconsistent definitions and controversial policies, many proponents, including members of Congress and the...

Gegenstand dieses Artikels ist die ungelöste Öffentliche-Guts-Problematik bei der Unternehmenskontrolle von Publikumsaktiengesellschaften.

Gegenstand dieses Artikels ist die ungelöste Öffentliche-Guts-Problematik bei der Unternehmenskontrolle von Publikumsaktiengesellschaften.

History has shown that the scholarly and regulatory focus on board composition and structure is a dangerously incomplete solution to the problems that have caused recent corporate failures. The media and corporate scholars have assigned much of the blame for the 2008 financial crisis and the...

This Essay tackles a pervasive misperception on the part of regulators that director independence significantly increases the efficacy of corporate boards. In this Essay, I assert that such “cosmetic independence” is not enough to remedy the corporate failures of recent years. Cosmetic...

In a previous publication The Board’s Responsibility for Information Technology Governance, (with Kara Altenbaumer-Price) we examined: The IT Governance Institute’s Executive Summary and Framework for Control Objectives for Information and Related Technology 4.1 (COBIT®); reviewed the Weill...

The Central Bank of Malaysia (Bank Negara Malaysia or BNM) introduced the Shariah Governance Framework (SGF) in 2010 and required all Islamic Financial Institutions (IFIs) to fully implement in 2011. The objective is to provide a proper regulatory framework for IFIs to function within the...

This paper explains how hedge-fund activists are exerting power over corporate resource allocation far in excess of the actual voting power of their shareholdings. The power of these “minority-shareholding corporate raiders” derives from misguided regulatory “reforms” carried out in the...

In this Article, we use hand-collected data to shed light on a troubling innovation in bankruptcy practice. We show that distressed companies, especially those controlled by private-equity sponsors, often now prepare for a Chapter 11 filing by appointing bankruptcy experts to their boards of...