Corporate Governance

Online
Essay
Investigating Intersections of Corporate Governance & Compliance
Veronica Root Martinez
Veronica Root Martinez is a Professor of Law, Robert & Marion Short Scholar, & Director of Program on Ethics, Compliance, & Inclusion, Notre Dame Law School.

In April 2019, Notre Dame Law in London hosted a conference entitled “Investigating Intersections of Corporate Governance & Compliance” with scholars from the United States and United Kingdom participating.  The goal of the conference was to facilitate dialogue within and amongst legal scholarly disciplines regarding the ways in which governance and compliance intersect.  The effort was a resounding success, and The University of Chicago Law Review Online graciously agreed to publish the six papers presented at the conference.

Corporate Governance
Online
Essay
The Making of a Mismarker: The Case of the Only Banker Jailed in the U.S. for His Role in the Financial Crash
Joe McGrath
Dr. Joe McGrath is an assistant professor and lecturer at Sutherland School of Law, University College Dublin, Ireland.

In 2013, Kareem Serageldin pleaded guilty to conspiracy to falsify books and records of a financial institution. He was mismarking the value of securities at Credit Suisse in order to make them appear more valuable than was really the case. Judge Hellerstein sentenced him to thirty months in prison for his crime.

Corporate Governance
Online
Essay
Foreign Corruption as Market Manipulation
Gina-Gail S. Fletcher
Gina-Gail S. Fletcher is an associate professor at Indiana University Maurer School of Law. JD, Cornell Law School; BA, Mount Holyoke College.

The author is grateful to the participants of Notre Dame Law School’s Investigating Intersections of Corporate Governance and Compliance Conference. Alyssa Gerstner, Emily Guillaume, and Zoe Gyampoh provided excellent research assistance.

On March 6, 2019, the Commodity Futures Trading Commission (CFTC) announced that it would be taking an active role in prosecuting violations of the Commodities Exchange Act (CEA) that involve foreign corruption. On the same date, the CFTC published an enforcement advisory further signaling its intention to investigate and prosecute violations of the laws and regulations of the CEA linked to foreign corrupt practices, such as violations of the Foreign Corrupt Practices Act (FCPA).

Corporate Governance
Online
Essay
The Role of Corporate Governance in a Macroprudential Framework
Katrien Morbee
Katrien Morbee is a Lecturer in Banking and Finance Law at the Centre for Commercial Law Studies, Queen Mary University of London; PhD Candidate in Law and Finance, Balliol College, University of Oxford.

The author would like to thank John Armour, Dan Awrey, Paul Davies, Luca Enriques, Jeffrey Gordon, Andromachi Georgosouli, Allison Lantero, Joris Morbee, Robert Richardson, Veronica Root, Thom Wetzer, and the participants in the Notre Dame Law School Conference on “Investigating Intersections of Corporate Governance & Compliance” for their valuable comments as well as the Economic and Social Research Council [ES/J500112/1], the Oxford-Man Institute of Quantitative Finance, and the Scatcherd European Scholarship for their financial support. The usual disclaimers apply.

The compliance units in financial institutions have experienced explosive growth since the financial crisis. This is not surprising given the equally rapid growth in regulations governing the financial sector.

Corporate Governance
Online
Essay
Regulating Cryptocurrency Secondary Market Trading Platforms
Kristin N. Johnson
Kristin N. Johnson is the McGlinchey Stafford Professor of Law, Associate Dean of Faculty Research, Tulane University Law School. J.D., University of Michigan Law School; B.S. Georgetown University Walsh School of Foreign Service.

A new class of assets has revolutionized capital raising, redefining antiquated notions of the terms “coins” and “tokens,” and capturing an increasingly significant role in financial markets. Celebrated by cryptoenthusiasts, blockchain-based coin offerings expand opportunities for entrepreneurs to raise capital and individual, retail, and institutional investors to invest.

Corporate Governance
Online
Essay
Is Business and Human Rights Suitable for the Compliance Function?
Michael K. Addo
Michael K. Addo is the Director of the Notre Dame London Law Program, Notre Dame Law School.

The links between business, human rights, and compliance are often nonobvious. Firstly, these are disciplines and discourses that have evolved separately. Secondly, in the few incidental contexts where human rights and compliance have been mentioned together, it has often been in the context of voluntary initiatives that fall at the less compelling end of the compliance spectrum.

Corporate Governance
Online
Essay
More Meaningful Ethics
Veronica Root Martinez
Veronica Root Martinez is a Professor of Law, Robert & Marion Short Scholar, and Director of the Program on Ethics, Compliance, & Inclusion at Notre Dame Law School.

The author thanks the participants of the 2019 “Investigating the Intersections of Corporate Governance and Compliance” Conference and her Global Compliance Survey students in the Notre Dame London Law program for their comments and conversations. Special appreciation to The University of Chicago Law Review Online for publishing the conference participants’ contributions. Additional thanks to Carol Li and Malaina Weldy for invaluable research assistance.

Creating systems to create, promote, and encourage ethical behavior within firms is a maddeningly difficult endeavor. The interplay between legal and regulatory requirements, the creation of compliance policies and procedures, and the instillation of ethical behavior within firms is not a new challenge, but it may be at a tipping point.

Corporate Governance
2
Article
76.1
Public Ownership, Firm Governance, and Litigation Risk
Eric L. Talley
Professor of Law and Co-director, Berkeley Center in Law, Business and the Economy, UC Berkeley School of Law; Robert B. and Candice J. Haas Visiting Professor of Law, Harvard Law School; Senior Economist (Adjunct), RAND Corporation

Thanks to Robert Bartlett, Alicia Davis-Evans, Todd Henderson, Kim Hogrief, Arthur Levitt, Patrick McGurn, Nell Minow, Maureen Mulligan, Adam Pritchard, Robert Reville, two anonymous referees, and conference participants at The University of Chicago Law School, University of Michigan, and the American Bar Association Tort Trial & Insurance Practice Section for helpful comments and discussions, and to the RAND Corporation Institution for Civil Justice for generous support. Many thanks as well to the Corporate Library for granting me access to their data. All errors are mine.

Business Organizations Corporate Governance Law and Economics
2
Article
76.1
How Private Is Private Equity, and at What Cost?
James C. Spindler
Associate Professor of Law and Business, University of Southern California Law School

In preparing this Article, I benefited greatly from conversations with several private-equity partners (both limited and general) as well as the excellent research assistance of Tracey Chenoweth. Thanks also, for insightful comments and advice, to Bobby Bartlett, Kate Litvak, Bob Rasmussen, Larry Ribstein, and Randall Thomas.

Business Organizations Corporate Governance Financial Regulation Securities Law
2
Article
76.1
Partnership Governance of Large Firms
Larry E. Ribstein
Mildred van Voorhis Jones Chair, University of Illinois College of Law

Thanks for comments on previous versions to Amitai Aviram, Steve Bainbridge, Vic Fleischer, Ron Gilson, Richard Squire, Michael Weisbach, and Charles Whitehead, and participants at workshops at the Association of American Law Schools, University of Connecticut, Fordham, UCLA School of Law, George Washington University, and the Symposium, The Going-private Phenomenon: Causes and Implications at The University of Chicago Law School. For a longer version of this Article, see Larry E. Ribstein, Uncorporating the Large Firm (University of Illinois Law & Economics Research Paper No LE08-016, May 27, 2008), online at http://ssrn.com/ abstract=1138092 (visited Jan 11, 2009).

Business Organizations Corporate Governance Financial Regulation

Volumes