This Article examines private-equity firms as an example of “uncorporate” structures in the governance of large firms. Other examples include master limited partnerships, real estate investment trusts, hedge funds, and venture capital funds. These firms can be seen as an alternative to the...

A comparative study of Corporate Governance structures at two organizations situated across the Atlantic Ocean has been conducted to understand the rationale for the observed differences from an international versus a nationally focused business perspective. A research based recommendation for...

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...

This Article seeks to ascertain the impact of the Securities and Exchange Commission's rejection in 2007 of a proxy access rule, a rule that would have required corporations to include shareholder-nominated candidates on the ballot. On the one hand, the SEC's rejection appears to be a stunning...

Credit derivatives were at the centre of the recent meltdowns in the financial sector. The article analyzes credit derivatives and their risks from the perspective of corporate governance. The present model of governance is based on management by executives, oversight by the board of directors...

Executive compensation has become one of the most contentious topics in corporate governance. However, public perception about executive pay suffers from many misconceptions. These include the notions that:1. The ratio of CEO-to-average-worker pay is a useful statistic:2. Compensation...

This study analyzed activism that leads to a merger or acquisition (M&A) of a firm to see its benefits for the shareholders at the target firm as well as its acquirer. It used over thirty years of data to understand the impact of the activists’ demands of strategic significance for the firms....

In this paper we explore the question of corporate governance and its connection with CSR.We outline why a traditional governance architecture (e.g. unitary board structures) fails to support monitoring and strategic advice functions concerning CSR of the board adequately. We then provide our...

I analyze the current prevalence of the concept of shareholder value maximization in Brazil from the normative, case law, and managerial perspectives. On the normative aspect, I show that Brazilian corporate law is much closer to a balanced and socially oriented perspective for the role of...