This article reconsiders the debate over the role of corporate social responsibility as a governance tool to monitor the behavior of management in financial firms that have been identified by the federal government as “too big to fail.” Financial institutions deemed critical to the economy...

This article examines the efficacy of Preventive Law jurisprudence to internal corporate law practice. The article compares internal corporate law practice to the practice approach of Preventive Law. The article explores the benefits of Preventive Law jurisprudence to internal corporate law...

This article examines non-director corporate officers’ accountability to shareholders and calls for strengthening the role of shareholders in monitoring the conduct of non-director corporate officers by allowing shareholders to bring direct claims against non-director corporate officers and...

This article focuses on the duty to inform as a framework to assess liability of senior officers of public companies who withhold information from directors. The broadening of the definition of the duty to inform that senior officers owe directors to include an underlying affirmative duty to...

This article argues in support of state corporate law either prohibiting CEOs from serving as chairman of the board or from serving as directors of public companies. By limiting the ability of CEOs to dominate the governance process and giving directors increased separation and independence from...

Recent corporate scandals and allegations of corporate fraud in public companies have most people asking how things went so wrong. When looking to assess blame for corporate malfeasance, many ask, “Where were the lawyers?” In several high-profile corporate fraud investigations, outside and...

The important function of disclosure under federal securities laws and regulations, and the role of management in running the affairs of the corporation consistent with state fiduciary principles have a history of discord. The recent mandates of the Sarbanes-Oxley Act (“SOX Act” or...

Fuzzy logic is a theory that categorizes concepts or things belonging to more than one group. A methodology that explains how things function in multiple groups (not fully in one group or another) offers advantages when one definition or membership in a group accounts for belonging to multiple...