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 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?...

Corporate social responsibility has become a subject of growing importance and debate in business and law. Today, no analysis of corporate governance systems would be complete without considering the pressures on companies to be seen as responsible corporate citizens. This chapter first provides...

The problem of managerial agency costs dominates debates in corporate law. Many leading scholars advocate reforms that would reduce agency costs by forcing firms to allocate more control to shareholders. Such proposals disregard the costs that shareholders avoid by delegating control to managers...

Following the 2008 financial crisis the federal government made capital investments in more than 650 companies. The government's involvement was not limited to mere financial investment. In many cases, the government became involved with the corporations' board of directors. The Essay examines...

Companies that are going to thrive must have a soul. Those that are only concerned with “maximizing shareholder wealth” or “maximizing profit” will find themselves going the way Enron went. CEOs will have to lead the revolution and should be the ones exhorting executives to make...

The franchisor-franchisee relationship is unique in that it has characteristics of both an arm's length business transaction as well as an ongoing business relationship. As time goes by, however, the interests of the parties may diverge. It is in the franchisees' interest to make their...

Japanese corporate governance reform is implemented by an introduction of corporate governance code and stewardship code, in which stewardship activities by institutional investors play an important role in terms of reduction of agency cost. In this report, stewardship activities are focused...

Purpose: As elsewhere in the world, family firms (FFs) play a critical role in the South African economy. There is, however, scant research on how, if at all, listed South African FFs differ from their non-family counterparts concerning board composition and independence. The purpose of this...