This article explores how issuer liability reallocates fraud risk and how risk allocation may reduce the incidence of fraud. In the US, the apparent absence of individual liability of officeholders and insufficient monitoring by insurers undermines the potential deterrent effect of securities...

Corporate governance mechanisms are traditionally seen as devices for reducing agency costs between shareholders and managers in the context of private ordering. More recently, however, the UK and other governments have embraced regulations in the field of corporate governance as tools through...

Delaware precedent, primarily Trados and ODN, holds that corporate boards of directors owe fiduciary duties to holders of corporation common stock and not to holders of preferred stock. This precedent, however, fails to address a broad range of complex but commonly occurring potential conflicts...

This chapter, forthcoming in the Oxford Handbook of the New Private Law, situates corporations and corporate law theory within the nascent New Private Law movement. Most theorists allied to the New Private Law focus on fundamental private law and so, in turn, bodies of law addressed to singular...

Directors and supervisory board members (officers) are increasingly being held personally liable. Directors & Officers (D&O) liability insurance offers directors and supervisory board members ample protection against directors' and officers' liability. On the one hand, this has many advantages...

France and Europe are at the forefront of ESG regulation. They have taken steps that go far beyond mere reporting requirements, aiming at designing a new capitalism. This will have significant consequences for European companies, but also for non-European companies doing business in Europe, as...

This paper focuses on the issue of whether shareholder litigations brought in the U.S. - namely, derivative suits and securities class actions - and their equivalent in the Italian law system, achieve their principal regulatory goal of deterring corporate directors and officers from engaging in...

How should we govern professional advice given by artificial intelligence (AI)? The traditional professional-client or doctor-patient relationship is governed by a specific set of legal rules that constitute the legal framework of professional advice-giving. The goal of this legal framework is...

Today’s unstable and unpredictable world, from a financial and a legal point of view, creates a new requirement, the performance. In this context, the company’s legal performance refers to its ability of develop legal resources and to connect it to other resources to reach its goals,...

We study the evolution of the control structure of 141 privatized firms from OECD countries over the period from 1996 through 2000. We find that governments do not relinquish control after "privatization." We show that the market-to-book ratios of privatized firms converge through time to those...