This Article develops a construct of judges as gatekeepers in corporate and securities litigation, focusing on the last-period, or settlement stage of the cases. Many accounts of corporate scandals have focused on gatekeepers and the roles they played or, in some cases, abdicated. Corporate...

The United States has experienced a financial crisis, a market crash, and a shift in the perception of America's place in the global economy. New financial reform legislation will increase the role of the government in the socalled private-law world of corporations and will press further on our...

In the post-Enron era, there has been considerable discussion about what went wrong at Enron and elsewhere and how to fix it. Congress passed the Sarbanes-Oxley Act, the New York Stock Exchange adopted new corporate governance regulations designed to create better checks and balances, and other...

This article examines the role of the banks in the Enron fiasco. By documenting the emails and other internal communications at the banks, the article provides a thorough description of the complicit role the banks played. Further, the article describes the SEC settlements designed to address...

This paper considers the role of independent directors as securities monitors. Rather than engaging in the debate about whether independent directors are good or bad, important or unimportant, the paper takes their existence and basic governance role as a given, focusing on their role as...

Securities class actions play a crucial, if contested, role in the policing of securities fraud and the protection of securities markets. The theoretical understanding of these private enforcement claims needs to evolve to encompass the broader set of goals that underlie the securities...

Though corporations are private actors, their choices, statements, and strategies do not occur in a vacuum — they are subject to public scrutiny. In spite of a desire to control a particular conversation, companies often fail to properly consider, and account for, the vetting and reframing...

This Chapter uses corporate law as a case study to evaluate the content of the fiduciary duty of good faith. Tracing its development from Van Gorkom through to the present, the Chapter shows how good faith, though part of the duty of loyalty, has become a gap-filler, policing the space between...

This article explores a series of rent-seeking behaviors and fiduciary deficits that are playing a role in the “growth” and demise of U.S. companies. Start-up financing occurs through exemptions that remove disclosure obligations required in public markets, assuming that private ordering...