Corporate Governance Cases and Materials 2nd Edition by Brown Robert, Lisa Casey ISBN 1522100970 978-1522100973

Chapter 1 · An Introduction to Corporate Governance

I. What Is Corporate Governance?

II. Who’s Who in Corporate Governance

A. Directors

B. Officers

C. Shareholders

D. Corporate Stakeholders

E. The Advisors — Gatekeepers and Governance Experts

III. The Enduring Puzzle of Corporate Governance

IV. The Corporate Governance Revolution

Chapter 2 · Corporate Governance, Path Dependency, and the Sources of Regulation

I. State Regulation

A. The Internal Affairs Doctrine

B. A Race to the Bottom or to the Top?

II. The SEC and Corporate Governance

A. Some History

B. Rulemaking Authority

C. Enforcement Authority

III. The Role of the Stock Exchanges and Self-Regulation

A. A Bit More History

B. Demutualization

C. Enforcement of Exchange Rules and Standards

D. Structural Alternatives

IV. Regulatory Competition: Delaware vs. the SEC

Chapter 3 · The Public Company Board

I. Why a Board?

II. The Roles of the Board in the Public Corporation

III. Independent Directors

IV. Board Size, Structure, and Leadership

V. Board Committees

VI. Selection of Directors

VII. Directors’ Compensation

VIII. Diversity on the Board

IX. Directors’ Tenure

Chapter 4 · Duties of Corporate Fiduciaries

I. The Duty of Care and the Business Judgment Rule

II. Process Care and the Business Judgment Rule

III. After Smith v. Van Gorkom

IV. Directors’ Oversight and the Duty to Monitor

V. Caremark Claims and Risk Management

VI. The Duty of Disclosure

Chapter 5 · The Duty of Loyalty

I. Self-Dealing Transactions

II. Usurping Corporate Opportunities

III. Competing with the Corporation

Chapter 6 · Executive Compensation

I. Is The Problem of Executive Compensation a New One?

A. Some History

B. Compensation and the Market: A Debate

C. More on the Structural Issues

II. Fiduciary Duties and the Standard of Review

A. Entire Fairness

B. The Duty of Care

C. The Safety Valve of Waste

III. Compensation and the SEC

A. Compensation and Disclosure

B. Disclosure and Substantive Changes in Behavior

C. Substantive Regulation of Compensation

D. Fixing the Process

E. Compensation Practices and Remedies

IV. “Say on Pay” and Strengthening the Role of Shareholders in the Compensation Process

V. The Future Direction of Executive Compensation

Chapter 7 · The Role of Shareholders in the Governance Process

I. Separation of Ownership and Control

A. The Rise of Institutional Investors

B. The Types of Institutional Investors

C. The Role of Proxy Advisory Firms

II. Majority vs. Plurality Voting

III. Shareholder Proposals

A. The Ordinary Business Exclusion and the Public Interest Exception

IV. The Mechanics of Voting

A. The Problem of Beneficial Ownership

B. The Problem of Overvoting

C. The Problem of Uninstructed Shares

D. The Problem of Empty Voting

V. Shareholder Rights and Fiduciary Duties of the Board

A. Tampering with the Franchise

B. Vote Buying

Chapter 8 · The Market for Corporate Control: Hostile Tender Offers and Proxy Contests

I. Hostile Tender Offers

A. Federal Regulation of Tender Offers

B. Section 13(d) and Creeping Tender Offers

C. Substantive Regulation of Tender Offers

II. State Law and the Regulation of Defensive Tactics

A. Anti-Takeover Statutes

B. The Role of the Target Board in Hostile Takeovers

C. The Potency of the Poison Pill

III. Proxy Contests

A. Proxy Contests and Shareholder Activism

B. Proxy Contests and State Law

C. Proxy Contests and Interim Voting Results

D. Proxy Contests and Poison Pills

E. Solving the Problem of the Costs of a Proxy Contest

Chapter 9 · The Role of Disclosure in the Governance Process

I. The State Regime: Inspection Rights

A. Process

B. Proper Purpose

C. Credible Basis

D. Costs

II. The Federal Disclosure Regime

A. Board Committees

B. Board Diversity

C. Disclosure and Substantive Behavior

III. Disclosure and Management Integrity

IV. Disclosure and Corporate Social Responsibility

A. Climate Change

B. Disclosure of Political Contributions and Lobbying Expenses

C. Disclosure, Conflict Minerals, and the First Amendment

V. Equal Access to Information

Chapter 10 · Shareholders’ Derivative Litigation

I. Preliminary Consideration — Direct or Derivative Claims

II. Derivative Litigation

A. Standing

B. The Demand Requirement

C. Special Litigation Committees

D. Resolving Shareholders’ Lawsuits

III. Debating Derivative Litigation

IV. Reforming Shareholders’ Litigation

Chapter 11 · Philanthropy, Social Responsibility, and Stakeholder Rights

I. The Purpose of the Corporate Form

II. Corporate Philanthropy

III. Stakeholders

IV. Corporate Social Responsibility

A. Corporate Social Responsibility and Private Ordering

B. Corporate Social Responsibility and Private Enforcement of Human Rights

C. Corporate Social Responsibility and Private Enforcement under the Federal Securities Laws

Chapter 12 · Comparative Corporate Governance

I. Corporate Governance Hegemony

II. Monitoring Management

A. Capital Markets and Monitoring

B. Controlling Shareholders and Monitoring

C. Banks and Monitoring

III. Civil Code vs. Common Law Jurisdictions

A. The Common Law Model and Its Variations

B. Civil Code Jurisdictions

C. Case Study: Italy

IV. What Role for the European Union?

V. Corporate Governance and Developing Countries

A. Does the Law Matter?

B. The Problem of Enforcement in Emerging Markets

VI. Corporate Governance and Culture

VII. Corporate Governance Hegemony (Redux)

Chapter 13 · How Does Corporate Governance Matter?

I. Does Good Governance Enhance Firm Performance?

II. The Quack Corporate Governance Debate

III. Independent Directors and Corporate Governance

Index