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28 Nov 2019
4 min to read

One Duty to All: The Fiduciary Duty of Impartiality and Stockholders’ Conflict of Interest

Shachar Nir

The typical structure of corporations with multiple classes of stock consists of multiple classes of preferred stock and one or more types of common stock. These structures are most commonly used in...
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  • Brexit
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26 Sep 2019
2 min to read

2018 Oxford Business Law Blog Round-Up: Top 20 Most Read Posts

OBLB Editors

Thanks to the quality of its posts, the OBLB attracts wide readership. In 2018 alone, the OBLB website was visited over 300,000 times, that is more than 25,000 monthly. Our readers came to our...

OBLB categories

  • Commercial Law
  • Corporate Governance
05 Sep 2019
3 min to read

Less is More in the Age of Information Overload: the Paradigm Shift from a Shareholder- to a Stakeholder-Oriented Market

Maria Lucia Passador | Federico Riganti

In our article, we aim to analyse the issue of non-financial information, as ultimately regulated by the European Directive 2014/95/EU, and its implementation by each European Member State, with an...

OBLB categories

  • Commercial Law
  • Corporate Governance
29 Jan 2019

List Voting’s Travels: The Importance of Being Independent in the Boardroom

Maria Lucia Passador

In the field of shareholders’ voting rights, the protection of minority shareholders is an issue often raised with the need for corporate regulations to be inspired by democratic principles such as...

OBLB categories

  • Corporate Governance
16 Jan 2019

‘Growth-oriented corporate governance’ and the roles of outside/independent directors in Japan

Gen Goto

Japan has reformed its corporate governance system in recent years, with a particular focus on the role of outside/independent directors. Roughly stated, an “outside director” under the Japanese...

OBLB categories

  • Corporate Governance
05 Sep 2018

The Governance Paradox

Introduction The Financial Reporting Council published its new UK Corporate Governance Code on 16 July 2018, following on from a long Green Paper/White Paper and FRC consultation process. A measure...

OBLB categories

  • Corporate Governance
05 Jul 2018

UK Proposes a New Corporate Governance Code for Large Private Companies

Cleary Gottlieb Steen & Hamilton

In a previous post, we wrote that the UK Government announced a series of reforms to the UK Corporate Governance regime in August 2017. Some of these reforms are being addressed through the on-going...

OBLB categories

  • Corporate Governance
  • Financial Regulation
09 Apr 2018

Towards Effectiveness of the Rules on Corporate Governance for EU Insurance Firms

Michele Siri

Good governance is essential to the long-term sustainability of any company. EU banking and insurance prudential standards require regulated institutions to have a rigorous governance framework,...

OBLB categories

  • Corporate Governance
28 Mar 2018

Corporate Governance Codes and Groups: In Search of Best Practices for Group Governance

Karsten Engsig Sørensen | Dániel Gergely Szabó

The governance of corporate groups presents a number of special issues if the ambition is to integrate the group’s activities to some extent, either by coordinating the activities of the companies in...

OBLB categories

  • Corporate Governance
20 Dec 2017

Corporate Governance Principles for Unlisted Family-Controlled Companies: Code of Corporate Governance

Piergaetano Marchetti | Guido Corbetta | Alessandro Minichilli | Maria Lucia Passador

Family-controlled businesses need a well-functioning governance system, which must encourage the dynamic achievement of two objectives, namely: i. the ability of the family owning the corporation to...

OBLB categories

  • Corporate Governance
  • Financial Regulation
18 Oct 2017

Knocking at the Boardroom Door: A Transatlantic Overview of Director-Institutional Investor Engagement in Law and Practice

Giovanni Strampelli

In a corporate governance landscape characterized by the growing importance of institutional shareholder engagement, board-shareholder dialogue is becoming an increasingly common practice both in the...

OBLB categories

  • Commercial Law
09 Aug 2017

The Proper Purpose Rule as a Constraint on Directors’ Autonomy – Eclairs Group Limited v JKX Oil & Gas Plc

Rosemary Teele Langford

In the UK, directors, as fiduciaries, are subject to duties and constraints to ensure they act in the interests of the company. One of these is the proper purpose rule, now codified in section 171(b...

OBLB categories

  • Corporate Governance
  • M&A
01 Jun 2017

Akzo Nobel: Activist Shareholders Hit Wall of Dutch Stakeholder Model

Thom Wetzer, Faculty of Law | Tom Vos

An attempt at courtship has ended up in court. Over the past months, US paints and coatings giant PPG Industries (‘PPG’) has tried to woe the management and shareholders of Dutch rival Akzo Nobel (‘...

OBLB categories

  • Corporate Governance
31 May 2017

How Law Changes Networks: A Social Network Analysis of Board Interlocks

Moran Ofir

Boards of directors, all over the world, are connected. Directors simultaneously sit on different boards and firms share directors with other firms. A substantial amount of literature has shown that...

OBLB categories

  • Corporate Governance
19 Feb 2017

A New Shareholder Association to Improve the Governance of Italian listed SMEs

Francesco Dagnino

Italian corporate law gives minority shareholders of public companies the right to appoint a member of the Board of Directors (‘BoD’) and the chairman of the Board of Statutory Auditors. In...

OBLB categories

  • Corporate Governance
02 Dec 2016

Corporate Governance Reform: UK Government Green Paper

Paul Davies QC (hon), Harris Manchester College

In this Green Paper the Government floats a number of potential reforms in the area of executive remuneration (the main area for consideration in the Paper), making companies more responsive to...

OBLB categories

  • Corporate Governance
03 Aug 2016

Employee Participation in Corporate Governance and Corporate Social Responsibility

Martin Gelter

My forthcoming book chapter, Employee Participation in Corporate Governance and Corporate Social Responsibility, which I recently posted on SSRN, looks at the interaction of employee participation...

OBLB categories

  • Corporate Governance
26 Jul 2016

Searching for Women on Boards: An Updated Literature Review From the Demand and Supply Perspective

Patricia Gabaldon | Celia de Anca | Ruth Mateos de Cabo | Ricardo Gimeno

Policymakers, researchers and organizations are paying growing attention to the promotion of equality and diversity in the workplace, particularly in top positions. After introducing mandatory gender...

OBLB categories

  • Corporate Governance
  • Financial Regulation
13 Jul 2016

Principles of Financial Regulation: Bank Governance

John Armour, Faculty of Law

According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor governance. By ‘governance’, I mean broadly...

OBLB categories

  • Corporate Governance
06 Jun 2016

Dis-Attribution Fallacy and Directors’ Tort Liabilities

Stefan H.C. Lo

The issue of personal liability of directors in tort when acting for or on behalf of companies has arisen on a number of occasions before the courts in the UK and other common law jurisdictions in...

OBLB categories

  • Corporate Governance
02 Jun 2016

Women on Boards: The Superheroes of Tomorrow?

Renée B. Adams

Between 2008 and 2015 32 countries implemented 42 boardroom gender diversity policies in the form of legal quotas for listed or state-owned firms, governance code amendments, and disclosure...

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