Should Courts Do Behavioral Analysis of Boardroom Conduct? PDF Download

Author: Dale A. Oesterle
Publisher:
ISBN:
Category :
Languages : en
Pages : 9

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Book Description
A stunning collapse of judgment by a board of directors of able professionals in an acquisition led a Vice Chancellor of the Delaware Chancery Court to expound on "cognitive bias" in group decisions. At issue is whether modern behavioral analysis of group decision making should be part of a court's analysis of the fiduciary duty of a board of directors. The author, after consideration, rejects a robust application of behavioral analysis in court evaluations but does support a limited role for the reasoning.

Author: Akshaya Kamalnath
Publisher: Cambridge University Press
ISBN: 100908013X
Category : Law
Languages : en
Pages : 231

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Book Description
Although diversity in companies is a topic of great interest, significant aspects of the issue are often left out of the debate. The Corporate Diversity Jigsaw connects all the dots so that steps taken to address issues of diversity in business organisations can be more effective. Akshaya Kamalnath offers a nuanced justification of exactly what types of diversity are most useful for corporations, where they should be implemented, and how best to address diversity in ways that account for recent social movements such as #MeToo and Black Lives Matter. After a critical assessment of quotas and disclosure requirements across jurisdictions, she provides a different way to solve the problem, by encouraging companies to make improvements to their culture and internal processes. This timely book offers a balanced analysis, practical solutions, and fresh perspectives on how corporate culture and social movements impact diversity efforts.

Author: Walter Effross
Publisher: Aspen Publishing
ISBN: 1543825850
Category : Law
Languages : en
Pages : 1144

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Book Description
Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.

Author: Deena Varner
Publisher: University Press of Kansas
ISBN: 0700636595
Category : Social Science
Languages : en
Pages : 268

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Book Description
The era of mass incarceration has been associated with the idea of “law and order,” referring to the carceral regime in which politicians exploited public anxieties over crime and funneled resources into policing and prisons. As important as this system has been and remains to be, there has been a shift in recent years shaped by neoliberalism—the political, economic, and sociocultural program that has supplanted liberal democratic legal frameworks, subordinating them to operations of the market and mandating that private entities intervene in the creation, interpretation, and enforcement of law. While courts and legislatures play a significant role in shaping legal personhood in the neoliberal United States, private, profit-driven institutions are increasingly responsible for determining the post-sentence consequences that people with criminal convictions face. The result has been a move from the courtroom to the boardroom, from a law-and-order society to a policy-and-order society. From the Courtroom to the Boardroom is an interdisciplinary cultural studies project that examines the role of the criminal justice system in implementing neoliberal restructuring in the United States, including the partial transfer of quasi-judicial authority to employers, landlords, lenders, social media companies, and other businesses. In this important study, Deena Varner examines the way the consumer background report industry has privatized the surveillance and punishment of individuals, conflating crime with bad credit and eviction history. She positions Airbnb’s 2018 policy of banning people convicted of crimes as an example of the way corporate entities are increasingly vested with the authority to determine things like the seriousness or severity of crimes. Varner also tackles the phenomenon of “cancel culture,” arguing that this is best understood not as a feature of the culture wars but rather as a partial return to what Foucault described as the punitive model of infamy, in which the responsibility for punishing has been transferred from the state to individuals.

Author: Aaron A. Dhir
Publisher: Cambridge University Press
ISBN: 1316298272
Category : Law
Languages : en
Pages : 331

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Book Description
The lack of gender parity in the governance of business corporations has ignited a heated global debate, leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. Drawing on semi-structured interviews with corporate board directors in Norway and documentary content analysis of corporate securities filings in the United States, Challenging Boardroom Homogeneity empirically investigates two distinct regulatory models designed to address diversity in the boardroom: quotas and disclosure. The author's study of the Norwegian quota model demonstrates the important role diversity can play in enhancing the quality of corporate governance, while also revealing the challenges diversity mandates pose. His analysis of the US regime shows how a disclosure model has led corporations to establish a vocabulary of 'diversity'. At the same time, the analysis highlights the downsides of affording firms too much discretion in defining that concept. This book deepens ongoing policy conversations and offers new insights into the role law can play in reshaping the gendered dynamics of corporate governance cultures.

Author: Anthony S. Barkow
Publisher: NYU Press
ISBN: 0814787037
Category : Law
Languages : en
Pages : 288

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Book Description
Who should police corporate misconduct and how should it be policed? In recent years, the Department of Justice has resolved investigations of dozens of Fortune 500 companies via deferred prosecution agreements and non-prosecution agreements, where, instead of facing criminal charges, these companies become regulated by outside agencies. Increasingly, the threat of prosecution and such prosecution agreements is being used to regulate corporate behavior. This practice has been sharply criticized on numerous fronts: agreements are too lenient, there is too little oversight of these agreements, and, perhaps most important, the criminal prosecutors doing the regulating aren’t subject to the same checks and balances that civil regulatory agencies are. Prosecutors in the Boardroom explores the questions raised by this practice by compiling the insights of the leading lights in the field, including criminal law professors who specialize in the field of corporate criminal liability and criminal law, a top economist at the SEC who studies corporate wrongdoing, and a leading expert on the use of monitors in criminal law. The essays in this volume move beyond criticisms of the practice to closely examine exactly how regulation by prosecutors works. Broadly, the contributors consider who should police corporate misconduct and how it should be policed, and in conclusion offer a policy blueprint of best practices for federal and state prosecution. Contributors: Cindy R. Alexander, Jennifer Arlen, Anthony S. Barkow, Rachel E. Barkow, Sara Sun Beale, Samuel W. Buell, Mark A. Cohen, Mariano-Florentino Cuellar, Richard A. Epstein, Brandon L. Garrett, Lisa Kern Griffin, and Vikramaditya Khanna

Author: Phillip V. Lewis
Publisher: Tate Publishing
ISBN: 1617777935
Category : Business & Economics
Languages : en
Pages : 380

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Book Description
" ... takes leaders to the new basics, addressing leadership traits and styles, the challenges currently being faced, and the strategies essential to effective leadership in a constantly changing world."--Back cover.

Author: Bruce R. Turner
Publisher: CRC Press
ISBN: 1000413160
Category : Business & Economics
Languages : en
Pages : 458

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Book Description
Boards and business leaders expect their key advisors to deliver fresh insights, and increasingly expect them to demonstrate foresight. To achieve what is expected, it is crucial to understand the dynamics of conversations in the boardroom and around the audit committee table. This book provides those unique perspectives. The journey from the ‘mailroom to the boardroom’ follows the story of a young banker who moved into the internal auditing profession as part of the ‘new breed’, then rose through the ranks into senior leadership and chief audit executive roles, before assuming audit committee and board roles that had an immense influence on governance, risk, compliance, and audit professionals. Success does not always follow a smooth and uneventful trajectory, and this story reflects insights from both the ups and the downs of the journey. Each chapter shares insights, better practices, case studies, practical examples, and real-life challenges and draws them together into 101 building blocks, each one providing crucial career-long learnings. The storytelling provides insights to people at all levels on the importance of positioning oneself to step into leadership roles, helps them understand how to evaluate and pursue potential career growth opportunities, provides tips on how to holistically manage and advance their career, and inspires higher-level thinking that enhances governance, risk, compliance and audit practices.

Author: John Armour
Publisher: Bloomsbury Publishing
ISBN: 184731290X
Category : Law
Languages : en
Pages : 728

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Book Description
At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place. "This collection of papers by leading US and European corporate law scholars provides fresh and rigorous analyses of the recent corporate governance scandals and the strategies devised by regulators to guard against future governance failures." Randall Thomas, John Beasley Professor of Law and Business, Vanderbilt University School of Law, Vanderbilt University.

Author: Hal M. Lewis
Publisher: Rowman & Littlefield
ISBN: 9780742552296
Category : History
Languages : en
Pages : 176

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Book Description
What does the Jewish tradition have to say about leadership? It is a central theme of Jewish history and a pressing concern for contemporary Jewish organizational life. From Sanctuary to Boardroom: A Jewish Approach to Leadership examines key Jewish texts on leadership and applies these concepts to today's issues associated with leading and managing organizations. Discussing subjects such as authority, charisma, uses and abuses of power, and shared power, the book offers an understanding of the key classical models of Jewish leadership, helps explicate these models in clear and communicative style, and translates these models into issues and questions which are the core of contemporary concern of existing and future Jewish leaders.