Challenges to Corporate Governance: Policy and Ethical Considerations in a Time of Change

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• published: 27 Oct 2010
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Joel Friedlander discusses how ongoing capital markets turmoil has challenged fundamental theories of market operation and regulation, and spurred tremendous legislative and regulatory activity at the federal level in the area of corporate governance, including sweeping reform legislation recently passed in both Chambers of Congress. The reaction to the markets crisis has brought about many changes to the "regular" order of the financial and corporate worlds that promises to significantly alter the previous legal landscape. * The federal government has become the conservator of the GSEs Fannie and Freddie, a dominant shareholder in the financial services and automotive sectors, and has acquired controlling interests in hundreds of the nation's largest banks as well as the insurance giant AIG under the mandate of the Emergency Economic Stabilization Act of 2008 (TARP). * Proposed changes to shareholder voting and proxy access regulations might well prove to be the most comprehensive preemption of state corporate law since the 1934 passage of the Securities Exchange Act. Meanwhile, on the state side, as the home of many corporations, Delaware and its courts continue to play a crucial role in developing the common law of fiduciary duty in corporate governance. How the Delaware courts respond to questions about systemic problems with stockholder voting rights and the ability of stockholder litigation to enforce standards of director conduct carries lessons for attorneys across the country. View the complete course agenda. This course will cover the following questions and issues: * How will proposed changes impact proxy access and shareholder rights? * Does the unique and unprecedented role of the federal government as financial services shareholder have ramifications for capital markets and the private sector? What is the appropriate role of the states in regulating corporate governance issues? * What ethical and professional conduct issues for transactional lawyers and litigators are raised by two recent decisions in the Delaware Court of Chancery (San Antonio Fire & Police Pension Fund v. Amylin Pharm., Inc., 2009, and In re Revlon, Inc., Shareholders Litigation, 2010)? Visit the Mercatus Center at: www.mercatus.org Help us caption & translate this video! http://amara.org/v/CNIx/