Corwin v. KKR, one of many recent cases aiming to mitigate the “deal tax” in M&A represented by baseless litigation, is considered one of the most important corporate law decisions of the 2000s. Corwin shields directors from the enhanced scrutiny of Revlon in favor of the business judgment...

Nobel Laureate in Economics for 2016, Oliver Hart, and economist Luigi Zingales recently published an article justifying companies' pursuit of social objectives at the expense of profits from within the shareholder primacy framework. This Essay highlights an important consequence of this...

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...

In this chapter, we analyse current trends in the regulation and practice of executive remuneration. No doubt, the role of regulation in this area is on the rise, particularly after the recent financial crisis, and the standards as to pay governance and structures are spreading from the...

After the financial crisis, there has been considerable debate about the role of corporations in society. It has become broadly accepted that corporations - particularly the world's largest publicly traded corporations – need to be governed with respect for the society and the environment....

In the controlling shareholder ownership, tunneling (i.e., wealth transfer from a corporation to a controlling shareholder) is a prevailing business practice. In corporate groups — which are main business associations in many emerging markets — it is reported that tunneling primarily takes...

In this paper, I analyse the rise of mandatory structure of bankers' pay in Europe as outcome of criticism of pre-crisis remuneration practices at financial institutions. Whether flawed bankers' pay contributed to the financial crisis is still debated amongst scholars. It appears more likely...

In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company's common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation...