European corporate law and corporate governance are moving ahead beyond expectation. Some British voices called this “a renaissance in the past decade”. In December 2012, the European Commission came forward with an Action Plan that combines both corporate law and corporate governance rules...

Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...

According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor governance. By governance we mean broadly the oversight that comes from banks' own shareholders and other stakeholders of the way in which they...

Governmental laws and regulations play critical roles and have impacting influences and consequences on corporations and their management and stakeholders as well as the public at large. Sometimes legislative initiatives and administrative actions have detrimental effects on groups of persons,...

The financial crisis of 2008 and the subsequent 2010 Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) led to a revision of shareholder proxy access rules by the SEC in August 2010. Seemingly technical in nature, proxy access -- the right for shareholders to nominate a candidates...

This Article examines whether recent shifts among private and public markets are part of a more general phenomenon of “shapeshifting” among corporate entities. A shapeshift is a transformation of corporate form involving the creation or use of a new legal entity and one or more changes in...

The governance of infrastructure institutions in the financial markets – namely exchanges, central counter-parties (CCPs), and central securities depositories (CSDs) – has become a matter of significant commercial, regulatory, legislative, and even political concern. Such institutions play a...