The financial crisis has demonstrated serious flaws in the corporate governance of systemically important financial firms. In particular, the Shareholder Value norm, which has guided corporate governance reform for a generation, proves to be a faulty guide for managerial action in systemically...

The financial crisis of 2007-09 was interpreted by many as evidence that the incentives of managers were not optimally aligned with the interests of shareholders. As a result, a plethora of proposals have been put forward seeking to increase shareholder engagement. However, this shareholder...

This article examines the Proper Purpose Rule and the Exercise of Directors' Power in the recent JKX case as decided by the UK Supreme court. The decision of the JKX case now represents the leading Common law authority on the interpretation and application of the Proper Purpose Rule (the Rule or...

At the heart of corporate governance are fundamental doctrines that limit court scrutiny of fiduciary and stockholder decisions: the business judgment rule limits scrutiny of informed director decisions and, as with Corwin cleansing, informed voting by “disinterested” shareholders is...

Abstract: The key issue concerning shareholder transparency rules, and the related rules on acting in concert (Europe), or the voting group concept (U.S.) is enforcement. Rather than thinking about appropriate enforcement measures, jurisdictions such as the UK and Switzerland decided in favor of...

While many factors have contributed to the current financial turmoil, its roots can be traced back to misaligned incentives on the micro-level which resulted in numerous potential conflicts of interest. Examining the situation of investors and the various participants responsible for creating...

The importance of investment advisers to the financial well-being of their clients cannot be overstated. Individuals and institutions entrust trillions of dollars to investment advisers to manage on their behalf. This paper discusses and explains fiduciary principles in investment advice....