The corporate governance crisis at the start of this third Millennium and the financial crisis only a few years later, have cast doubts on the way boards of directors of companies function. Lawyers and (financial) economists have developed narrow perceptions of boards and their roles that are...

The corporate governance debate has, in the last two decades, reached a stronghold in Europe. Perhaps the most valuable aspect of a company's governance is the constitution of its boardroom. Non-executive directors, in their independent and impartial, supposedly external nature, serve to keep...

This article discusses recent developments and assesses future trends regarding gender balance on boards of European companies, with a special emphasis on France and Romania, as representative of EU Member States that have, and respectively, have not, implemented aggressive measures to improve...

Corporations are vulnerable to the greed, self-dealing and conflicts of those in control of the corporation. Courts historically have regulated this potential abuse by designating the board of directors and senior management as fiduciaries. In some instances, however, shareholders, creditors or...

The agency problem at the core of corporate law stems from a chronic potential conflict of interest between directors' self-interest and that of shareholders. Corporate law views directors' self-interest in terms of diverting welfare to directors at the expense of shareholders. Another component...

Corporate governance has become a hot topic following accounting scandals at Enron, WorldCom and others, which led to colossal corporate collapses. In many of those cases, the boards were 'asleep at the wheel,' failing to catch managements' questionable accounting practices. The Sarbanes-Oxley...

A core element of most analyses of how capitalism is failing us is the shareholder primacy doctrine that has taken hold of corporate law and corporate governance. The doctrine has been developed in theory (among others through the agency theory) and practice (e.g. executive remuneration and...

This chapter looks at the role of corporate boards in risk oversight, risk management, and compliance through a comparative lens, drawing on examples from international guidance and diverse legal systems, primarily, the United States, the United Kingdom, leading European jurisdictions, and...

Corporate law and corporate governance are often called upon to address problems in international and transnational contexts. Financial markets are global and the problems in those markets are often similar, if not identical, even though the capital market structure across jurisdictions differs...

This article examines the effect by imposing higher board independence requirement on private benefit extraction by corporate management or controlling shareholders in Hong Kong and Singapore, which are both international financial centers transplanting the Anglo-American corporate governance...