Sky Blog
Under In re Caremark Int’l Inc. Derivative Litig., directors can be liable for failing to adequately oversee corporate compliance. While Caremark has famously been described as “the most difficult theory in corporation law upon which a plaintiff might hope …
The corporate purpose debate pits shareholder profit maximization (SPM) against stakeholderism: Corporations should only serve the financial interests of their shareholders versus corporations should also serve the interests of other stakeholders. Other stakeholder interests prominently include environmental, social, and governance …
Independent directors were originally conceived as guardians of shareholder interests who could safeguard a corporate board’s ability to check management’s power. They have since become a marquee feature of modern corporate governance. What, though, makes a director independent? Scholars, regulators, …
Companies are more concerned with the #MeToo movement than they used to be. Why this is the case is obvious, but much about the topic is not clear. What does this concern lead companies to do? What should this concern …
Notwithstanding the attention corporate reputation gets as a concept, why it is valued, what it requires, and what is incompatible with a good reputation are given surprisingly short shrift. Institutional investors are increasingly pressuring companies to care about more than …
A hot topic in corporate governance is the so-called short-termism of publicly held companies. In response to actual and anticipated pressure from activist hedge funds, companies are, some say, focusing too much on short-term gains by, for instance, shunning research …
The world of corporate governance is undergoing two intense, inter-related debates. One is a debate as to whether profit-maximization in the short term is really different from profit-maximization in the long term, and if so whether American corporations are currently …