Corporation Law for Officers and Directors

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.

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Expulsion and Valuation Clauses - Freedom of Contract vs. Legal Paternalism in German Partnership and Close Corporation Law

SSRN Electronic Journal ◽

10.2139/ssrn.1986799 ◽

2012 ◽

Cited By ~ 1

Author(s):

Klaus Ulrich Schmolke

Keyword(s):

Freedom Of Contract ◽

Corporation Law ◽

Close Corporation

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Corporate governance issues surrounding executive compensation and executive severance

10.32920/ryerson.14653953 ◽

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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