Statutory Developments in Business Corporation Law, 1886-1936

1936 ◽  
Vol 50 (1) ◽  
pp. 27 ◽  
Author(s):  
E. Merrick Dodd
2021 ◽  
Author(s):  
Andrea W. Zanetti

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.


2019 ◽  
pp. 495-512
Author(s):  
Lawrence M. Friedman

This chapter discusses the development of corporate law in the second half of the nineteenth century. In 1800, corporation law was a torpid backwater of law, mostly a matter of municipalities, charities, and churches. Only a bridge or two, a handful of manufacturing enterprises, a few banks, a few insurance companies, disturbed its quiet. The nineteenth century, however, was the age of the business corporation. By 1870, corporations had a commanding position in the economy. Private practice and legislation made the law of corporations. The courts played a minor role. No constitutional convention met, between 1860 and 1900, without considering the problem of the corporation. This was a nineteenth-century constant; it changed form, format, and its cast of characters, but there was a numbing sameness of theme.


1908 ◽  
Vol 22 (1) ◽  
pp. 73
Author(s):  
A. R. G. ◽  
Prescott F. Hall

1904 ◽  
Vol 18 (2) ◽  
pp. 269 ◽  
Author(s):  
Grosvenor Calkins

2021 ◽  
Author(s):  
Andrea W. Zanetti

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.


2007 ◽  
Vol 3 (1) ◽  
pp. 7-10
Author(s):  
Darlene M. Andert

The issue of U.S. corporate governance has been approached as a management structure without regard for the non-hierarchical oversight qualities that are embedded in the legal foundation of its birth. This paper reviews the: (1) U.S. federal Model Business Corporation that unifies the individual state corporate enabling statutes; and (2) The Delaware General Corporation Law that applies to over half of the U.S. Fortune 500 companies and posits the structure of U.S. corporate governance is nonhierarchical, though practiced hierarchically. Further, it is not always the full board that creates board action, and asymmetrical communication and asymmetrical member action create the conditions for vacuous voting.


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