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Abstract:
Globalization has fostered the study of comparative corporate governance. Most commentators focus on just the economics of globalization but the paper suggests a broader concept of globalization involving interconnectedness was also significant. The paper describes how the broader idea of globalization has contributed to the study and how the study has evolved. It looks at the current significant studies which compare the stakeholders' and shareholders' models of corporate governance, the development of the different ownership models of either concentrated or dispersed shareholdings and the debates about convergence and why they are now part of the globalization debate. Critics of globalization particularly in trade have argued among other things that there are considerable harms to labor, that it undermines national sovereignty, damages the environment and supports a particular cultural hegemony at the expense of local. These criticisms can also be directed at the comparative corporate governance scholarship.

corporate governance, globalization, shareholders, stakeholders

Abstract:
The article was a report prepared on credit rating agencies as the US National Report for XVIIth Congress of the International Academy of Comparative Law. Credit rating agencies are considered one of the outside "gatekeepers" who act as reputational intermediaries by evaluating issuers in order to protect outside investors. Their failure to reflect the financial condition of troubled issuers like Enron and Worldcom raised issues about their roles and regulation of these agencies in the United States. The article discusses those issues. The paper was published prior to the Credit Rating Agency Reform Act of 2006.

Credit Rating Agency, gatekeepers, NRSRO, Securities and Exchange Commission

Abstract:
The European Union ("EU") has recently celebrated its 50th anniversary. This article is based upon my presentation in the symposium celebrating the anniversary held at Fordham Law School sponsored by the Journal of International Law. The paper looks at how the European Union ("EU") has recently approached company law issues (related to corporate governance of publicly traded corporations) and particularly shareholder voting rights through the recent EU directive on the exercise of certain rights of shareholders in listed companies ("voting rights directive"). While there are many different forces that influence the development of company law. The paper focuses on three significant themes that influence the development of company law in the United States. Those influences are the role of ownership, the focus of company law and federalism. These have also influenced the development of EU company law but with differences. The paper discusses the themes and compare how they have influenced the US and EU's agenda on company law. The paper's primary focus is on the EU voting rights directive as it compares to the US and reflects on these themes.

company law, corporate governance, corporate law, directive on the exercise of certain rights of shareholders in listed companies, European Union, federalism, internet voting, institutional shareholders, proxy voting, proxy contests, shareholders, shareholder ownership, shareholder voting

Abstract:
The paper was prepared as a national report for the 18th International Congress of Comparative Law to be held in Washington in July 2010. It is an overview of the legal rules and mechanisms designed to protect shareholders and allow manages to effectively run publicly traded corporations in the United States. The particular influences of the focus of corporate governance, federalism (particularly the role of financial scandals) and types of shareholder ownership are discussed. Another reporter deals with fiduciary duty and its enforcement under state law. An edited version of this report will appear in a future edition of the American Journal of Comparative Law.

of directors, corporate governance, corporate law, federal securities law, federalism, financial scandals, hostile tender offers, independent directors, institutional investors, proxy fights, proxy voting, publicly trades corporation, shareholder ownership, shareholder voting, Sarbanes Oxley

Abstract:
The third edition of Understanding Corporate Law has just been published by Lexis-Nexis. The book is designed to offer a clear and comprehensive treatment of key concepts in corporate law. Significant business, economic, and policy issues are highlighted in connection with a thorough analysis of the important cases and statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature.

In each chapter, the authors identify important policies and discuss the relationship of the law as it has developed to those policies. Statutory issues are covered under both the General Corporation Law of the State of Delaware and the Revised Model Business Corporation Act. The Third Edition of Understanding Corporate Law discusses developing case law since the Second Edition including the Delaware courts’ use of good faith in fiduciary duty cases. The book also reflects the corporate governance issues raised by the corporate scandals and the passage of the Sarbanes-Oxley Act of 2002. A section of Chapter 5 deals generally with that Act, but its impact is also covered in relevant sections throughout the book. The book has been popular with students and others studying corporate law.

corporation, corporate law, corporate governance, federal securities law

Abstract:
The book is designed to assist students and faculty by offering a clear and comprehensive treatment of key concepts in corporate law. Significant business, economic and policy issues are highlighted in connection with a thorough analysis of the important cases and statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature. In each chapter, the authors identify important policies and discuss the relationship of the law's development to those policies. Statutory issues are covered under both the General Corporation Law of the State of Delaware and the Model Business Corporation Act. The second edition also reflects the current corporate governance issues raised by the recent corporate scandals and the passage of the Sarbanes-Oxley Act of 2002. A section of Chapter 5 deals generally with that Act, but its impact is also covered in relevant sections throughout the book. This book is designed to be used with all of the major corporate law casebooks.

corporate law