This paper studies the relationship between the Revlon duties and the principle of maximizing shareholders' interests, and its position under the systems of Corporate Law, and then identifies the characteristics of relevant laws in Japan and Delaware. When considering the duties of directors of...

Independent directors have emerged as the cornerstones of the worldwide corporate governance movement. Their increased presence in the boardroom has been hailed as an effective deterrent to fraud and mismanagement, inefficient use of resources, inequality and unaccountability of decisions; and...

After various corporate frauds that hit India in the early stages of last decade like the Satyam Computers Scam, 2G Spectrum Scam, Vijay Malaya Scam, to name a few the need for improved corporate governance for the personal reassurance for public good became a necessity. Simultaneously, The...

This paper deals with the issue of directors’ responsibility as one of the main instruments of efficient creditor protection. In continental laws this responsibility can be established in tort law, based on fault. Also, UK law and most developed continental laws are also introducing special...

One of the major characteristics of the corporate form is and always has been the separation of ownership (in shareholders) from control (in boards of directors). The default position in most jurisdictions is that the statute gives powers to the board of directors but the position remains less...

We study corporate philanthropy using an original database that includes firm-level data on dollar giving, giving priorities, governance, and managerial involvement in giving programs. Results provide some support for the theory that giving enhances shareholder value, as firms in the same...

In recent years, increasing attention has focused on the influence of gender and racial diversity on boards of directors. Sixteen countries now require quotas to increase women's representation on boards, and many more have voluntary quotas in corporate governance codes. In the United States,...

We examine which independent directors are held accountable when investors sue firms for financial and disclosure related fraud. Investors can name independent directors as defendants in lawsuits, and they can vote against their re-election to express displeasure over the directors'...