The World Trade Organization (WTO) as an institution accords much less of a role to its chief officer and her staff, namely the WTO Director-General and the Secretariat, than do any of its sister international organizations—the World Bank, the International Monetary Fund, the Organization for...

This is the first comprehensive examination of the stock option backdating litigation. One reason why it is important to study the stock option backdating litigation is that it was a blend of financial reporting fraud and executive misappropriation of assets. Sometimes the executive...

The financial crisis has placed executive pay at center stage in the corporate governance reform debate in the United States and around the world. We consider whether a judge-made solution to the problem will support the regulatory reform effort to reduce or eliminate excessive compensation. In...

Federal law mandates that audit and compensation committees of public companies be comprised entirely of independent directors. The assumption underlying these legal requirements is that independent directors are more likely to act as monitors of the company's top management. In this paper, we...

This article examines the Proper Purpose Rule and the Exercise of Directors' Power in the recent JKX case as decided by the UK Supreme court. The decision of the JKX case now represents the leading Common law authority on the interpretation and application of the Proper Purpose Rule (the Rule or...

After decades of declining litigation risk, independent directors of public companies are viewed as effectively immune to personal litigation costs. However, the unexpected In re Investors Bancorp decision by the Delaware Supreme Court in 2017 lowered the liability threshold only for directors...

This paper will be published as a chapter of the forthcoming volume ‘Directors & Officers Liability' edited by Simon F. Deakin, Helmut Koziol, and Olaf Riss. It explores D&O liability from a law and economics perspective with a view to identify trade-offs of different legal settings. The paper...

Using the recent events at AIG as a case‐study, the paper tests the efficacy of the framework of contemporary corporate governance – namely, the monitoring role assigned to the boards of public corporations and an emphasis on director independence. The article refers to statutory filings,...

Corporations are facing increased scrutiny over how they treat their stakeholders and society at large. Failing to address key environmental, social, and governance (ESG) concerns may generate significant blowbacks, making it harder for corporations to attract talent, access capital, and sell...