This article argues that the rise of the modern state was a necessary condition for the rise of the business corporation. A typical business corporation pools together a large number of strangers to share ownership of residual claims in a single enterprise with guarantees of asset partitioning....

Aim/purpose - Internal whistleblowing is the most desirable form of reporting about wrongdoings for all kinds of organizations. The aim of this paper is to identify factors influencing the occurrence of internal whistleblowing and to provide recommendations for practitioners on how to encourage...

This article proposes a new framework to analyse greenwashing practices of companies. In order to build this framework, we first analyse the main results and the main shortcomings of sustainable finance, and notably the ESG analysis blindspots, as ESG depends too much on corporate disclosure....

This short paper analyzes the opinion of the Delaware Court of Chancery in Selectica, Inc. v. Versata Enterprises, Inc., in which the court upheld under Unocal the use of a NOL poison pill, including the re-loading of a such pill after an acquirer triggered the pill and was diluted

The EU has a long history of directives concerned with confiscating proceeds of crime. Post-conviction confiscation, as the term implies, requires a criminal conviction before confiscation can occur. In this regard, such confiscation is unproblematic (though there are separate practical...

Judges perform very different analyses when investors ask for protection. When the petitioning party is a shareholder, the court will deploy broad equitable doctrines with an eye towards reaching a fair result. On the other hand, creditors typically find a much less sympathetic ear, as courts...

Dual class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits...

As a reaction to perceived and actual regulatory failures at the Securities and Exchange Commission (the SEC), from mistakes that contributed to the financial crisis to the Bernard Madoff affair, the SEC has been engaged in an operational transformation process. The growing literature on...

How do you build the best board for your organization? What attributes and skills are required by law and what mix of experiences and talents will give you the best corporate governance? What are the commonly required director attributes that are a must for each board and how do you customize...

This paper presents management contracts (contracts under which corporate management is assigned to another company) as relational contracts, i.e. contracts to which relational contracts theory may apply and explain their character and specific features.We present the key concept and benefits...