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66 Bus. Law. [i] (2010-2011)

handle is hein.journals/busl66 and id is 1 raw text is: Contents

1       One Fundamental Corporate Governance Question We Face:
Can Corporations Be Managed for the Long Term Unless Their
Powerful Electorates Also Act and Think Long Term?
Leo E. Strine, Jr
This essay poses the question of how corporations can be managed to
promote long-term growth if their stockholders do not act and think with
the long term in mind. To that end, the essay highlights the underlying
facts regarding how short a time most stockholders, including institu-
tional investors, hold their shares, the tension between the institutional
investors' incentive to think short term and the best interests of not only
the corporations in which these investors buy stock, but also with the
best interests of the institutional investors' own clients, who are saving to
pay for college for their kids and for their own retirement. Although the
primary purpose of the essay is to highlight this fundamental and too long
ignored tension in current corporate governance, the essay also identifies
some modest moves to better align the incentives of institutional investors
with those of the people whose money they manage, in an effort to better
focus all those with power within the corporation-i.e., the directors, the
managers, and the stockholders-on the creation of durable, long-term
wealth through the sale of useful products and services.
27      Restoring the Balance of Power in Corporate Management:
Enforcing an Officer's Duty of Obedience
Megan Wischmeier Shaner
The issue of corporate officers' fiduciary duties has been a neglected
area of Delaware law for over seventy years. This is surprising given the
power and authority that these individuals wield over a corporation's
business and affairs. The transgressions that took place at large public
corporations such as Enron and WorldCom serve as reminders, even af-
ter all these years, of how officer misconduct can dramatically affect a
corporation's fortunes. Following the scandals that occurred in corporate
America in the beginning of the twenty-first century, as well as those that
emerged in the recent financial crisis, there has been a renewed focus
in certain quarters on rethinking the officer-centric model of corporate
management that has come to exist.
Viewed as an effective means of achieving good corporate governance,
much of the discussions surrounding increasing officer accountability
pertain to the appropriate model for officer fiduciary duties and the

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