Oxford Business Law Blog

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...

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...

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...

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...

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,...

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...

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...

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...

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...

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 (‘...

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...

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...

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...

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...

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...

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...

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...

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...

A Stigler Center panel debate examines the impact of activist shareholders and the role of dissenting board members. Corporate governance has seen some substantial reforms in the past decade. With...

My new paper (available here) features a novel dataset of firms’ regular board meeting schedules, hand-collected from corporate by-laws. Corporate by-laws include a provision about when and where...

This post by Bernard S. Sharfman (Adjunct Professor of Business Law at the George Mason University School of Business) and R.J. Lehmann (Co-Founder of the R Street Institute) was originally published...