F. Hodge O'Neal Corporate and Securities Law Symposium

Director Accountability and the Mediating Role of the Corporate Board

Margaret M. Blair and Lynn A. Stout
One of the most pressing questions facing both corporate scholars and businesspeople today is how corporate directors can be made accountable. Before addressing this issue, however, it seems important to consider two antecedent questions: To whom should directors be accountable? And for what?
F. Hodge O'Neal Corporate and Securities Law Symposium

Seeking Sunlight in Santa Fe’s Shadow: The SEC’s Pursuit of Managerial Accountability

Initially, this inquiry will be into the state of the law. Part II explores this battleground. If the SEC is to have the freedom to pursue managerial accountability, it needs the cooperation of the judiciary. The courts, essentially, have to be enlisted as the Commission’s agents in overcoming whatever formalistic distinctions appear in the law’s text. The primary message of Parts II and III is that the SEC must pursue…
F. Hodge O'Neal Corporate and Securities Law Symposium

Barbarians at the Gatekeepers?: A Proposal for a Modified Strict Liability Regime

Frank Partnoy
This Article fills a few of the gaps in current scholarship about gatekeepers and sets forth a proposal for a modified strict liability regime that would avoid many of the problems and costs associated with the current due diligence-based approaches. Under the proposed regime, gatekeepers would be strictly liable for any securities fraud damages paid by the issuer pursuant to a settlement or judgment. Gatekeepers would not have any due…
F. Hodge O'Neal Corporate and Securities Law Symposium

The SEC, the Audit Committee Rules, and the Marketplaces: Corporate Governance and the Future

Helen S. Scott
The “Audit Committee Rules” (the Audit Rules) comprise an integrated set of regulations issued by the Securities Exchange Commission (the SEC), the marketplaces, and the accounting profession. The genesis of the Audit Rules was a determination by the SEC that the quality of the financial data reported by companies with publicly traded securities was susceptible to distortion (intentional or otherwise) in response to the pressures of the new, increasingly volatile…
F. Hodge O'Neal Corporate and Securities Law Symposium

Litigating Challenges to Executive Pay: An Exercise in Futility?

Kenneth J. Martin and Randall S. Thomas
This Article focuses on the last of shareholders’ alternatives: suing. Shareholder derivative litigation has frequently been an engine for changing abusive corporate practices. The well-tested claims of breach of duty of care, breach of duty of loyalty, and waste, are available when the appropriate facts support them. In recent history, a large number of determined plaintiffs have brought such claims, challenging abusive corporate pay practices in corporations.
F. Hodge O'Neal Corporate and Securities Law Symposium

Credibility and Information in Securities Markets After Regulation FD

Ronald King and Robert B. Thompson