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...

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were...

Discussions of corporate governance often focus solely on the attractiveness of firms to investors, but it is also true that firms seek out preferred investors. What, then, are the characteristics of an attractive investor? With nearly $6 trillion in assets, sovereign wealth funds (SWFs) are...

Recent studies have questioned the desirability of independent boards. This paper presents and examines two principal hypotheses and four subsidiary hypotheses to explain these results. The two principal hypotheses are: 1. Corporations that have inside boards will have weak CEOs. 2. Corporations...

The fine balance between prevention of minority shareholder rights and the independent will of the majority shareholders to run the company they majorly hold is largely dependent on the securities enforcement agencies of the country. In India, The SEBI has engaged in minority protections at the...

For approximately eight years, Whole Foods Market, Inc. [Whole Foods] CEO John Mackey posted messages to Yahoo! Financial online message board for Whole Foods. Rather than using his real name, Mr. Mackey like many posters to chat rooms, created an online alter ego and posted his comments under a...

My purpose in this paper is to examine three distinct approaches to the notion that companies should be run in the interests of shareholders; shareholder entitlement, shareholder primacy, and shareholder empowerment. I show how these ideologies were a response to a particular set of political...

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...

Corporate governance scandals inevitably raise concerns about the extent to which corporate directors failed in their responsibility to monitor the corporation and its managers, especially in terms of the latter's' misdeeds. Corporate governance reforms strive to shore up directors' roles by...