The Necessity of Adopting Corporate Opportunity Waiver Rule of Delaware Corporation Law

2018 ◽  
Vol 37 (3) ◽  
pp. 27-52
Author(s):  
Byoungsoon Moon
Keyword(s):  
Corporation Law

Geschäftsleiterbinnenhaftung in Großvereinen

2021 ◽  
Author(s):  
Anton Leopold Nußbaum
Keyword(s):  
Supervisory Board ◽  
Economic Importance ◽  
Board Members ◽  
Legal Practice ◽  
Corporate Board ◽  
Corporation Law ◽  
Common Interests ◽  
Practical Analysis ◽  
Stock Corporation

The internal liability of managers of large associations is becoming increasingly relevant in the context of their growing economic importance, especially considering the stricter compliance obligations. The book develops de lege lata with the help of corporate principles a liability regime for board members and association managers with and without corporate board positions that is in line with common interests. At the same time, the author uses a practical analysis of various association structures to indicate the problems that exist in the realization of liability and recommends de lege ferenda for a mandatory supervisory board for large associations based on the model of stock corporation law. The work addresses equally academics and legal practice as well as the associations themselves.

Corporation Law for Officers and Directors

1936 ◽  
Vol 49 (6) ◽  
pp. 1031
Author(s):  
William J. Grange
Keyword(s):  
Corporation Law

scholarly journals Corporate governance issues surrounding executive compensation and executive severance

2021 ◽  
Author(s):  
Andrea W. Zanetti
Keyword(s):  
Executive Compensation ◽  
Board Independence ◽  
Substantial Influence ◽  
Publicly Traded ◽  
Business Corporation ◽  
Effective Governance ◽  
Corporation Law ◽  
Managerial Power ◽  
Legislative Framework

This paper seeks to explain why and how executive severances of publicly-traded Canadian and U.S. companies have reached the financial levels they have, generating public and shareholder outrage and causing governments on both sides of the border to introduce new legislation. The paper investigates the role of the CEO, boards and shareholders in the setting of executive compensation. As the origins ofthe three roles lie in business corporation law, the legislative framework of Canadian and U.S. companies is presented to permit the reader to understand the legal accountabilities and rights of each of the three parties. The paper identifies that executives may exercise substantial influence over boards, possibly impeding effective governance. The paper concludes that effective governance, including greater board independence and board competence in executive compensation matters will help to improve board functioning and minimize the effects of the agency problem, cronyism and managerial power.

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