This paper is the third chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...

Is there a correlation between the composition of the board of directors and the quantity and quality of information disclosed to the market, and in particular with respect to the disclosure of privileged, price-sensitive information? Our work examines this question with respect to the Italian...

Since its inception, corporate law has separated ownership and control. Shareholders nominally own the corporation, but they are entitled to exercise almost nonce of the control rights normally associated with ownership or property. Instead, control of the corporation is vested by statute in the...

It is trite law that a director is a fiduciary to his or her company and must act in the interests of the company. However, identifying the “interests of the company” is not so straightforward. Different theories of the nature of the company and different stakeholders interested in the...

This article outlines the developments and challenges involved in introducing a new securities market in Cambodia, a developing country with a relatively open economy but some significant government-linked enterprises as well as family-linked firms. They operate in an environment characterized...

Analyses of bank performance around the 2007-2008 financial crisis suggest that outside directors with financial experience acquired through longer board service at their own banks are more effective than those with financial experience attained elsewhere. Institutions with more long-tenured...

I explore whether directors who resign in dissent from their board are rewarded in the labor market for directors. Using a hand collected sample of 278 boardroom disputes reported in 8-K filings during 1995-2006, I show that firms which have disputes are small, highly levered, have poor...

This Article considers the potential significance of Toyota's recent troubles for Japanese corporate governance by examining two sets of issues. First, it looks at the relevant fiduciary duty of Toyota's directors, i.e., the general duty of oversight in Japan as set forth in case law in the...

In this article, the author deals with two issues related to the setting of adequate remuneration of independent members of board of directors. The first concerns the justifiability of negotiating variable remuneration, while the other deals with the issue of providing high pay. In both cases,...