New Standards of Director Loyalty and Care in the Post-Enron Era: Are Some Shareholders More Equal than Others?

82 Pages Posted: 16 May 2005

See all articles by Dana M. Muir

Dana M. Muir

University of Michigan - Stephen M. Ross School of Business

Cindy A. Schipani

University of Michigan, Stephen M. Ross School of Business

Abstract

This Article examines how the legal frameworks that protect shareholders and employees interact in light of the corporate wrongdoing that has come to light over the past few years. Our research finds that legal rights vary significantly depending on whether claims are founded in federal securities law, state corporate law, or ERISA. This Article discusses the resulting anomalies that occur depending on whether the plaintiff is an employee or nonemployee. Even among employees, legal rights and obligations differ depending on whether the employee purchased company securities through a company-sponsored plan versus through a standard brokerage account. This Article addresses these issues and proposes an analytical approach consistent with underlying policy implications.

Keywords: Corporate governance, corporate law, employee benefits, securities law, ERISA

JEL Classification: K20, K22, K10

Suggested Citation

Muir, Dana M. and Schipani, Cindy A., New Standards of Director Loyalty and Care in the Post-Enron Era: Are Some Shareholders More Equal than Others?. Available at SSRN: https://ssrn.com/abstract=721045

Dana M. Muir (Contact Author)

University of Michigan - Stephen M. Ross School of Business ( email )

701 Tappan Street
Ann Arbor, MI MI 48109
United States
313-763-3091 (Phone)
313-936-8715 (Fax)

Cindy A. Schipani

University of Michigan, Stephen M. Ross School of Business ( email )

701 Tappan Street
Ann Arbor, MI 48109
United States
(734) 763-2257 (Phone)
(734) 763-2257 (Fax)

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