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In September 2021, the Boeing 737 Max debacle turned into a pivotal moment in corporate law. A Delaware court allowed a derivative lawsuit brought by Boeing shareholders to proceed based on the theory that Boeing's directors breached their oversight duties by not doing enough to monitor, prevent, and react to fatal airplane safety issues. This Article explains what the Boeing decision means for director oversight duties going forward and uses it as a springboard to discuss broader trends in corporate law. Specifically, the Article makes the following five contributions. First, the Article delineates the contours of a new era of heightened oversight duties. Corporate law courts are increasingly willing to designate certain compliance risks as "mission critical," thereby activating a heightened scrutiny mode. Boeing suggests that practically all directors of manufacturing companies are operating in or around the mission-critical zone these days, and illustrates just how enhanced the scrutiny is once in this zone. Second, the Article fleshes out a shift in focus: from scrutinizing compliance with regulations meant to protect investors (such as financial reporting), to scrutinizing compliance with regulations meant to protect broader societal interests (such as product safety). Boeing, for example, faults directors for focusing on restoring corporate profitability and image instead of putting consumer safety front and center. Third, the Article uses Boeing to show how corporate law guides behavior not just directly, through legal sanctions, but also (and indeed more so) indirectly, through shaping norms and reputations in the business community. Boeing did not end in a verdict in favor of the plaintiffs: it was instead settled quickly after the motion to dismiss. Still, the case created significant changes in the advice that lawyers give their director clients and in the volume and tone of media coverage, which in turn created reputational fallouts. Fourth, the Article evaluates the desirability of the Boeing development. On the one hand, the development holds the promise of mitigating incentives to remain ignorant, thereby improving accountability. On the other hand, Boeing may have gone too far in removing corporate law's guards against hindsight bias. Finally, the Article spotlights two big questions Boeing left unanswered: officer oversight liability and director liability for oversight of nonlegal requirements. [ABSTRACT FROM AUTHOR]

Purpose: This study aims to explore the effects of director liability reduction (DLR) laws on corporate innovation strategies in South Korea. Design/methodology/approach: Regression analysis is used to investigate the effects of the directors' liability reduction coverage on the corporate innovation. The data includes 7,517 firm-year observations spanning from 2011 to 2017. Findings: The authors provide empirical evidence that directors feel protected by the coverage and are able to focus more on innovative projects. Using research and development expenditure and the number of patents registered to measure the firm's innovation, we find that covered firms spend more on R&D and register more patents than non-covered firms. Originality/value: This study extends the literature on corporate innovation. A vast amount of literature empirically tests how best to motivate directors to engage in innovative activities. On the same line, this study is the first to empirically test the effect of DLR shelters on directors' motivations toward innovation. [ABSTRACT FROM AUTHOR]

On 19 September 2017, s 588GA of the Corporations Act 2001 (Cth) became law providing company directors a "safe harbor" from liability for trading while insolvent in certain circumstances. The policy behind the safe harbour law seeks to promote a culture of entrepreneurship and restructuring. Whether the safe harbour law will have the desired effect is a critical issue because Australia's insolvency laws are among the strictest in the world. Directors of companies in the zone of insolvency attempting a restructure face the prospect of being liable for trading while insolvent under the current strict liability provisions if a restructure does not succeed. This article analyses how the safe harbour law may interact with other laws, in particular directors' duties under ss 180-181 of the Corporations Act, tax laws and disclosure laws for publicly listed companies. It is argued that while the new law is a step in the right direction, further reforms will be necessary to achieve a culture of restructuring and entrepreneurship in Australia. [ABSTRACT FROM AUTHOR]

The article discusses an amendment to the Australian Corporations Act of 2001 that created a safe harbor to company directors who adopt a strategy that is likely to improve the operation for the firm and its creditors. Other topics include a brief history of the insolvent trading regime in Australia, the importance of personal liability for insolvent trading, and the two types of company debt, namely, deemed debt and general debt under the common law.

Corporate tax avoidance is a pressing issue of both national and international concern. Corporations usually claim that they are legally required to engage in aggressive tax strategies. But this Article proves that claim is incorrect when based upon the fiduciary duties owed to the corporation and its stockholders. Directors and other corporate managers often look to the classic case of Dodge v. Ford, which is ubiquitous in corporate law from the boardroom to the courtroom, as a North Star that guides them toward and defines their fiduciary duties to the corporation and its stockholders. In Dodge, the court held, "A business corporation is organized and carried on primarily for the profit of the stockholders. The powers of the directors are to be employed for that end." This holding has been interpreted by many directors and other corporate managers not only as a decree to relentlessly seek profit, but also as an absolute edict to maximize profits, even if it means hurting society, damaging the environment, or destroying anything standing in the corporation's path. The problem is that this interpretation of the Dodge mandate is wrong. The mandate requires only that directors and other corporate managers run the corporation "primarily for the profit of the stockholders," leaving room for other secondary considerations. Beyond that, many limitations on the Dodge mandate exist, including the business judgment rule, which gives directors and other corporate managers substantial discretion in running the corporation. The Dodge mandate, while offering general guidance as to how a corporation should be run, i.e. "primarily for the profit of the stockholders," utterly fails to offer guidance in assessing any specific analysis. As a result, other doctrines are needed to fill this gap. This Article discusses some of the doctrines, including corporate social responsibility, sustainability, and economics, that should be employed to protect society from the damage that tax avoid-ance can create. It concludes that while some minimal amount of tax avoidance may be acceptable, very aggressive forms of tax avoidance should be avoided. [ABSTRACT FROM AUTHOR]

There is confusion concerning the ability of directors to compete with the company. There is uncertainty about whether a different rule or a relaxed application of the conflict rule is applied to directors competing with the company in contrast to other fiduciaries, such as trustees personally competing with the trust business. This stems from a preoccupation with the 1891 decision of New Mashonaland Exploration Co Ltd v New Mashonaland Exploration Co Ltd (‘New Mashonaland) and a misunderstanding of the conflict rule. Courts and academics have expressed unease about this decision and uncertainty about the scope and meaning of the ‘New Mashonaland principle’, which provides that directors can compete with the company. This article aims to clarify the scope and meaning of the principle. In doing so it will be argued that the New Mashonaland principle is a limited one which does not answer whether a director can compete with the company; rather a director competing with the company is one application of the conflict rule. A proper understanding of the conflict rule reveals why a director competing with the company will not inevitably breach the rule. This article suggests a three step approach for applying the conflict rule that shifts attention away from New Mashonaland and back onto the unique facts and circumstances, which equitable doctrines and principles must accommodate. [ABSTRACT FROM AUTHOR]

At first glance, corporate waste makes no sense. The very definition of waste--a transaction so one-sided that no reasonable business person would enter into it, an act equivalent to gift or "spoliation"--suggests that it would never occur, for what corporation would ever enter into a transaction so absurd? Yet waste claims are regularly made against corporate managers. Respected judges have downplayed waste as a "vestige" and described it as "possibly non-existent," the Loch Ness monster of corporate law; but waste survives. It is a remnant of ultra vires, a doctrine proclaimed largely dead for the last hundred years--but waste is not dead. It confounds our model of managerial responsibility; after decades in which corporate directors' and officers' duties have been focused into the fiduciary duties of care and loyalty, waste sits outside that framework, for historically waste isn't a fiduciary duty at all. This Article, the first modern survey of the corporate waste doctrine, discusses the origin of corporate waste, documents and explains its survival, and tentatively foresees its demise. [ABSTRACT FROM AUTHOR]

The article discusses the author's views about the concept of purposive loyalty which governs the advancement of a person's goals and purposes, and it mentions fiduciary loyalty, a corporate director's fiduciary obligations, and a beneficiary's best interests. The corporate law scholarship of professor Lyman Johnson is examined, along with a duty of loyalty, and affirmative devotion to a corporation. Best interests loyalty and the avoidance of self-interested behavior are examined.

The article discusses American corporate law in relation to a debate about the allocation of power between corporate boards and shareholders, and it mentions how shareholders face problems such as adverse selection and managerial moral hazard. The views of shareholder advocates are examined, along with issues involving shareholder removal, market prices, and shareholder primacy. Shareholder-manager relations are assessed.

The article offers information on the review of the Model Business Corporation Act of the U.S. in 2016 by a committee and the changes that have been made to it over the years. Topics discussed include changes made to the corporate law via the Act including the elimination of several capital related provisions, the provisions exculpating directors from liability for monetary damages corporations, and the provisions for the liquidity distributions to shareholders in dissolution of corporations.

The article offers information on the provision made by Nigeria for the company directors under the company law, for corporate law and governance in the jurisdictions. Topics discussed include enacting derivative actions for the shareholders in the case of breach done by directors; Companies and Allied Matters Act 1990 (CAMA); and retention of wrongdoer control as a fundamental aspect of derivative actions under the English common law.

The article examines the laws concerning directors' powers in Great Britain and discusses the proper purposes rule. It reports that proper purposes doctrine is a cornerstone of the law of legal powers as codified in the British Companies Act 2006. It reports fiduciary obligations affecting a director as described in the rule.

The article examines the laws related to elections for corporate directorships in the U.S. Topics discussed include the U.S. Supreme Court's decision in the case Buckley v. Valeo; laws defined by Securities and Exchange Commission (SEC) for insurgent campaigns: and laws concerning financing of corporate elections.

The article use of new governance to describe the use of issuer-specific bylaws by both corporate boards and shareholders to structure governance rights in the U.S. It discusses the advantages to implementing governance reform through private ordering include firm-specific tailoring of corporate governance.

When investment banks advise on merger and acquisition (M&A) transactions, are they fiduciaries of their clients, gatekeepers for investors, or simply arm's-length counterparties with no other-regarding duties? Scholars have generally treated M&A advisors as arm's-length counterparties, putting faith in the power of contract law and market constraints to discipline errant bank behavior. This Article counters that view, arguing that investment banks are rightly characterized as fiduciaries of their M&A clients and thus required to loyally serve client interests. This Article also develops an analytical framework for assessing the liability rules that will most effectively deter disloyalty on the part of investment banks toward their M&A clients. Applying optimal deterrence theory, the framework shows why holding only banks liable for disloyalty is unlikely to effectively deter such disloyalty. Instead, it suggests the need for fault-based liability rules to be applied to corporate directors (of M&A clients) for their oversight of the banks they engage as well as the potential need for public enforcement of certain hard-to-detect conflicts. Applying this framework, this Article assesses existing law, focusing on recent Delaware decisions, generally supporting that law but arguing that it is unlikely to effectively deter advisor disloyalty. It suggests changes to addess the regulatory gap. [ABSTRACT FROM AUTHOR]

The article looks at several decisions of the Georgia state and federal courts addressing questions of Georgia corporate organization law including Rollins v. Rollins on duties of corporate directors, Estate of Callaway v. Garner on stock purchase agreement and Bagwell v. Trammel on joint venture.

As opposed to other areas of company law, directors' duties have not been the subject of any extensive harmonization at the European level. The system of directors' duties in the EU continues to be characterized by a variety of approaches and legal strategies. However, the practical effect of the legal strategies deployed in the Member States, which have been in focus, is often quite similar. A very good example is the business judgment rule. The duty of loyalty shows greater variance than the duty of care. In UK law directors' duties are regulated in quite detailed manner, especially the duty of loyalty. But in Germany, France and the Scandinavian countries the duties are not comprehensively regulated and the law relies on general principles based on fiduciary and agency laws. [ABSTRACT FROM AUTHOR]

The author reviews three recent Scottish cases in company law - Eastford v. Gillespie, Naxos and William Campbell. These cases add to the discussion of a number of issues in company law such as the role of the common law in the sections on directors' duties of the 2006 Companies Act, lifting the corporate veil and generally a director's civil liability for breach of statutory duty and in particular failure to arrange employers' liability insurance. The author critically evaluates these cases in the context of Scots law within the UK and explains how these can be seen to develop a distinct Scottish view on company law matters while contributing to the development of UK company law as a whole. The author also considers relevant legislative initiatives on the part of Scottish and UK governmental bodies and Parliaments. [ABSTRACT FROM AUTHOR]

This article examines the issue of directors' duties and civil liability from a Japanese perspective, particularly in the group context. Regulation of group companies has been widely discussed in the company law debates of Japan, but the article focuses on the reform initiative that resulted in the amendment of the Japanese Companies Act in 2014. Directors' duties and civil liability have always been central in company law. However, when we place it in the group context, multiple difficulties arise and the facts that may require special protection could vary. The article analyses how the past and present Japanese company law, including the 2014 amendments, has attempted to cope with the multiple difficulties surrounding regulation of parent-subsidiary companies and protection of stakeholders of either company, in some typical patterns of the facts, and consider the remaining issues towards future. [ABSTRACT FROM AUTHOR]

The article discusses a proposed reform of the shareholder derivative lawsuit process in the U.S. as of 2016, and it mentions American corporate law and governance, as well as the fiduciary duties of corporate directors and officers. Alternative dispute resolution practices and American federal statutes are examined, as well as calls for the expansion of the special litigation committee (SLC) concept and the recognition of the autonomy of corporate boards of directors.

A number of commentators, as well as government reports, have argued that the UK's reliance on private enforcement mechanisms for breaches of directors' duties has generally been ineffective. Some argue that provision should be made in statute for public enforcement. Assuming that there is strength in this argument this article asks what form this public enforcement should take. The article considers the way that Australia has proceeded in the past 20 years or so in permitting the public enforcement of breaches of directors' duties, via both criminal sanctions and civil penalties. The argument advanced in this article is that despite the possible advantages that may flow from the introduction of a criminal enforcement regime, such a regime is unlikely to be adopted in the UK. Following an examination of the use that the Australian corporate regulator has made of the civil penalty regime the argument advanced in the article is that the introduction in the UK of a similar regime providing for the making of the same kind of orders would be beneficial. [ABSTRACT FROM AUTHOR]

The article focuses on the law regarding enforcement of nonprofit corporation fiduciary duties which represents a significant void within charitable sector regulation under the theories of corporate personhood and the U.S. common law. It mentions that inadequacy of current standing law in special interest doctrine to confront insufficiencies. It also mentions that nature of nonprofit corporate structures and the existence of corporations as legal persons and standings to sue directors.

The article discusses Delaware's duty of care in the wake of the passage of Section 102(b)(7) of Delaware's General Corporation Law in 1986 which deals with personal liability for duty of care breaches. The Delaware Supreme Court's ruling in the 1985 corporation law case Smith v. Van Gorkom is examined, along with legislative sanctions and a judicial reluctance to award monetary damages for breaches. The legal rights and obligations of corporate directors are also assessed.

An essay is presented which addresses the impact of globalization on corporate laws as of 2015, and it mentions various legal cases involving topics such as the duties of corporate directors, insider trading, and controlling shareholder transactions in places such as Delaware and the U.S. The dedication of the journal to the late American law Professor Alan Bromberg is mentioned, along with courts in Delaware, British securities law, and expropriation-related liability in Delaware.

The article looks at the ways for teaching corporate directors' duties in corporations class and discusses the courts' changing views on directors' duties in the U.S. It lists several cases of the different U.S. courts that can be used to teach the issue including the "Francis v. United Jersey Bank" and "Graham v. Allis-Chalmers Manufacturing Co." and "Joy v. North" that involve laws related to self-dealing transactions, corporate opportunity, and executive compensation.

This study examines the severity of the problem entailed by private benefits extraction in the corporate arena and, from there, underscores the need to fortify the legal treatment of the duty of loyalty of directors, where the author places the very heart of any meaningful corporate law. Following this examination, the author proceeds to identify the principal insufficiencies or imperfections that have traditionally beleaguered our legal framework and assesses the measures implemented by the recently adopted Law 31/2014 (amending the Companies Act to improve corporate governance) to mitigate them. This exercise enables the fundamental aspects of the duty of loyalty to be dissected, thereby revealing the basic structure of the new regulations. [ABSTRACT FROM AUTHOR]

The article compares and contrasts the models of shareholders primacy and director's primacy under the corporate law of New Zealand and the U.S. Topics discussed include the corporate objectives and social role of firms in both countries such shareholder's wealth maximization, the significance of the stakeholder models of corporate governance that enhances the corporate social responsibility of firms, and the separation of ownership and control rights in the U.S. Corporate law.

The article focuses on issues surrounding the exercise of director of corporation's powers in Australia. Topics discussed include Australian law under which the directors of a company are treated with the equitable doctrines of fiduciary law, the Australian Corporations Act 2001 and case Bristol and West Building Society v. Mothew. It also mentions the case New South Wales High Court case Darvall v. North Sydney Brick & Tile Co Ltd.

The article discusses the liquidation process in Australia and the importance of being direct "for the benefit of" unreasonable director-related transactions under Section 588FDA of the nation's Corporations Act 2001. It states that the Victoria Court of Appeal may have widened the definition of "for the benefit of" in a case where the court expanded a liquidator's power to recover funds paid to third parties in certain circumstances. Judicial interpretations if statutes are examined.

The article presents a speech by Judge T.F. Bathurst, the Chief Justice of the Supreme Court of New South Wales, which was delivered as a keynote address at the Australian Insurance Lawyers Association National Conference in Sydney, Australia on September 19, 2013. The extent to which public policy considerations limit the ability of defendants such as corporate directors and officers to access insurance in response to findings of liability is examined, along with Australia's Corporations Act.

Questions about directors' duties and a company's creditors have again become topical. Those questions have been asked and answered by reference to a theory that the directors of a company must have regard to the interests of the company's creditors. And that theory may be seen to have been given particular content by the decision of the Court of Appeal of Western Australia in what has come to be known as 'the Bell Group litigation'. One of the principal purposes of this paper is to explore the foundations and limits of 'the consider-creditors theory'. It does so by referring to directors' duties to the company and the notion of the 'interests of the company'. And it concludes that 'the consider-creditors theory' is properly to be understood as a solution in search of a problem. [ABSTRACT FROM AUTHOR]

The article discusses whether law matters to financial capitalism as of 2014, focusing on various reported changes to Japan's venture capital industry in the 21st century, as well as information about the legal aspects of Japanese entrepreneurs. Initial Public Offering (IPO) markets and corporate law amendments in Japan are addressed, along with efforts to limit director liability in the country. Several ways in which venture capitalists gain control are examined, including stock aquisition.

The article focuses on the proposed amendments to the U.S. Changes in the Model Business Corporation Act. Topics include the limitation of duties regarding business opportunity, the rules regarding articles of incorporation, and qualified director regulation. Information is provided on conflicting interest disqualification.

The interaction between corporate social responsibility (CSR) obligations and directors' legal duties is underexamined. This article addresses that void by examining directors' duties in case law and legislation across the major commonwealth countries and the U.S.A. It provides an analysis of leading cases and examines how they deal with directors' duties, the doctrine of shareholder primacy, corporate legal theory and CSR. The article reviews fiduciary relations and duties and analyzes the directors ' duties to exercise power in the best interests of the company as a whole and for proper purposes. The article concludes that CSR is well within the accepted range of directors' duties and, in some instances, mandates. [ABSTRACT FROM AUTHOR]

The article discusses the significance of dictum in shaping the corporate laws in Delaware and highlights the Delaware Supreme Court's decision in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. holding that a corporation's board of directors has a duty to get the best price for the stockholders during a change in control of a corporation. It reflects on Professor Stephen Bainbridge's notion that Revlon decision was influenced by judicial concern over director's conflicts-of-interests.

The article focuses on the fiduciary duties imposed on directors and officers in insolvent companies in the U.S. Topics discussed include liabilities on corporate officers in financially distressed companies; anatomy of the fiduciary duties imposed by corporate law in the U.S.; and creating a legal obligation to file for insolvency proceedings.

Directors owe their duties primarily to the company. Those duties shift to the creditors whenever the company is in dire financial straits. The directors are required in such a situation to ensure that the affairs of the company are conducted in such a manner as would not put in jeopardy the recovery by the creditors of debts owed to them by the company. Company statutes in different jurisdictions seek to ensure that the directors adhere to this principle by making provisions against fraudulent trading. The difficulties associated with the proof of various elements of the offence as provided in the statutes have compelled the Parliament in some jurisdictions to incorporate a civil element into the apparently criminal provisions with a view to easing the burden of proof and invariably the punishment for the offence of fraudulent trading. The courts' interpretations of the various criminal elements of the provisions and other developments of the law in different jurisdictions, especially in the United Kingdom, South Africa and Lesotho, are examined with a view to ascertaining how best those provisions could be employed to afford adequate protection to the creditors in the modern corporate world. [ABSTRACT FROM AUTHOR]

Corporations that have allegedly violated the Foreign Corrupt Practices Act (FCPA) increasingly face a new threat of liability: cases brought by private plaintiffs in follow-on derivative suits. These derivative suits for breaches of fiduciary duty focus on whether directors provided the necessary oversight through compliance systems designed to detect and prevent FCPA violations. The demand requirement, a procedural hurdle of derivative suits, has stymied plaintiffs that are unable to show that directors cannot disinterestedly assess whether to pursue a claim for violations. This Note proposes a framework that systematizes the factual scenarios under which the demand requirement could be excused. Using other instances of regulatory violations as a lens, courts can infer that directors knew of FCPA violations based on patterns of bribes and the importance of bribery to the overall business of the corporation. Only plaintiffs that have utilized procedural devices to inspect corporate books and records, however, can expect courts to reach this inference of director knowledge. Despite being much maligned, the follow-on derivative suit may actually clarify the duties of directors in FCPA compliance and advance the corporate governance reforms of corporations, separately from the deterrent effect of government enforcement. [ABSTRACT FROM AUTHOR]

The article offers information on the legislative amendments made to business and corporate law of Virginia. It highlights the changes made to the Virginia Stock Corporation Act, the Virginia Nonstock Corporation Act and the Limited Liability Company Act. It analyzes Virginia courts decision on various issues including assignability of limited liability company membership interests, judicial dissolution, and claims against directors of Virginia corporations.

The article discusses preferred stockholders and corporate law in America as of June 2013, focusing on a response to the article "A Theory of Preferred Stock" by William W. Bratton and Michael L. Wachter which appears in the same journal. Corporate directors and their duty to protect the bargained-for expectations of preferred stockholders are addressed, along with fiduciary duties and legal matters such as the Delaware Supreme Court case Revlon Inc. v. MacAndrews & Forbes Holdings.

In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court explained that, when a target board of directors enters Revlon-land, the board's role changes from that of "defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company." Unfortunately, the Court's colorful metaphor obfuscated some serious doctrinal problems. What standards of judicial review applied to director conduct outside the borders of Revlon-land? What standard applied to director conduct falling inside Revlon-land"s borders? And when did one enter that mysterious country? By the mid-1990s, the Delaware Supreme Court had worked out a credible set of answers to those questions. The seemingly settled rules made doctrinal sense and were sound from a policy perspective. Indeed, my thesis herein is that Revlon and its progeny should be praised for having grappled--mostly successfully--with the core problem of corporation law: the tension between authority and accountability. A fully specified account of corporate law must incorporate both values. On the one hand, corporate law must implement the value of authority in developing a set of rules and procedures providing efficient decision making. U.S. corporate law does so by adopting a system of director primacy. In the director primacy (a.k.a. board-centric) form of corporate .governance, control is vested not in the hands of the firm's so-called owners---the shareholders--who exercise virtually no control over either day-to-day operations or long-term policy, but in the hands of the board of directors and their subordinate professional managers. On the other hand, the separation of ownership and control in modern public corporations obviously implicates important accountability concerns, which corporate law must also address. Academic critics of Delaware's jurisprudence typically err because they are preoccupied with accountability at the expense of authority. In contrast, or so I will argue, Delaware's takeover jurisprudence correctly recognizes that both authority and accountability have value. Achieving the proper mix between these competing values is a daunting--but necessary--task. Ultimately, authority and accountability cannot be reconciled. At some point, greater accountability necessarily makes the decision-making process less efficient. Making corporate law therefore requires a careful balancing of these competing values. Striking such a balance is the peculiar genius of Unocal and its progeny. In recent years, however, the Delaware Chancery Court has gotten lost in Revlon-land. A number of chancery decisions have drifted away from the doctrinal parameters laid down by the Delaware Supreme Court. In this Article, I argue that they have done so because the Chancellors have misidentified the policy basis on which Revlon rests. Accordingly, I argue that chancery should adopt a conflict of interest-based approach to invoking Revlon, which focuses on where control of the resulting corporate entity rests when the transaction is complete. [ABSTRACT FROM AUTHOR]

The article discusses the U.S. Court of Appeals for the Fourth Circuit's ruling in the case United States v. Danielczyk in 2012 which deals with American campaign finance laws, U.S. constitutional law, and a ban on direct political contributions from corporations to candidates. The U.S. Supreme Court case Citizens United v. FEC is addressed, along with corporate chairman William P. Danielczyk, Jr.'s alleged illegal fundraising for then-U.S. presidential candidate Hillary Clinton in 2007.

During the last decade, a great number of German businesses formed private limited companies by shares in England and transferred the company's real seat to Germany in order to avoid the minimum capital rules for the German limited liability company. The discrepancy between the place of registration and the real seat leads to questions about the criminal liability of company directors under English and German law. This article shows that English courts have jurisdiction over certain offences regardless of the place the director acted. In particular, he may be convicted for failing to comply with statutory duties under the Companies Act 2006 as well as false accounting or false statements under Theft Act 1968 ss. 17, 19. With respect to German law, the company law reform of 2008 explicitly imposed the duty to file for insolvency on directors of foreign corporations. Also, the criminal offence for failing to file for insolvency in § 15a (4) of the Insolvency Code is compatible with the freedom of establishment under European law. If the director causes a financial loss to the company by breaching his director's duties, he may be convicted for breach of trust under § 266 of the Criminal Code regardless of the fact that the relevant duties are regulated by English law. The German Federal Supreme Court recently held that recourse to English company law in order to establish a criminal breach of trust does not violate the principle of legal certainty in Article 103 (2) of the Basic Law. Furthermore, German bankruptcy offences may apply if the director violates the authoritative English accounting standards. [ABSTRACT FROM AUTHOR]

The article discusses shareholder representative litigation, Delaware corporations laws, and several refinements to the Delaware Court of Chancery's procedures as of January 2013. Various corporate scandals are addressed, including events involving the financial services firm Enron, the securities company Tyco International, and the backdating of stock options. The obligations of corporate directors are examined, along with Delaware civil procedure rules and alternative business entities.

The article discusses the legal position that the director with expired position occupies, particularly because of continuation in the exercise of the direction of the company as «de facto director». It is had to relate, at the same time, with the recognition of the faculty to call a General Meeting for the appointment of directors, with and any further cases of compulsory dissolution and insolvency proceeding, and with the rights of third parties of good faith when the expiry does not appear in the Mercantile Registry. All this projects in the sphere of the responsibility of the director with expired position from different aspects of regulation. [ABSTRACT FROM AUTHOR]