The Board's Duty to Monitor Risk After Citigroup

The Board's Duty to Monitor Risk After Citigroup
Author: Robert T. Miller
Publisher:
Total Pages: 16
Release: 2014
Genre:
ISBN:

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When Citigroup suffered billions of dollars in losses on subprime securities, some of its shareholders sued the bank's directors alleging that the losses resulted from breaches by the directors of their duty to properly monitor the risks that the bank was running by holding and dealing in such securities. After the Delaware Court of Chancery dismissed the complaint on the pleadings, many academic commentators argued that the court should have taken the opportunity to articulate more stringent legal standards governing director oversight. This contribution to a symposium at the University of Pennsylvania Law School argues that any significant expansion of oversight liability would necessarily involve three things: (a) deleting the scienter requirement of oversight claims articulated in Caremark and Stone in order to recognize oversight suits sounding only in the duty of care; (b) amending or judicially re-writing Section 102(b)(7) of the Delaware General Corporation Law to make exculpation provisions adopted thereunder inapplicable to such duty-of-care oversight claims; and (c) significantly abridging the cardinal principle of Delaware business judgment jurisprudence that courts will not review on the merits the substantive content of a board's business judgments. Critics of the court's decision in Citigroup have generally not recognized how extreme are the consequences of their views.

Bank Regulation, Risk Management, and Compliance

Bank Regulation, Risk Management, and Compliance
Author: Alexander Dill
Publisher: Taylor & Francis
Total Pages: 327
Release: 2019-10-01
Genre: Law
ISBN: 1000702731

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Bank Regulation, Risk Management, and Compliance is a concise yet comprehensive treatment of the primary areas of US banking regulation – micro-prudential, macroprudential, financial consumer protection, and AML/CFT regulation – and their associated risk management and compliance systems. The book’s focus is the US, but its prolific use of standards published by the Basel Committee on Banking Supervision and frequent comparisons with UK and EU versions of US regulation offer a broad perspective on global bank regulation and expectations for internal governance. The book establishes a conceptual framework that helps readers to understand bank regulators’ expectations for the risk management and compliance functions. Informed by the author’s experience at a major credit rating agency in helping to design and implement a ratings compliance system, it explains how the banking business model, through credit extension and credit intermediation, creates the principal risks that regulation is designed to mitigate: credit, interest rate, market, and operational risk, and, more broadly, systemic risk. The book covers, in a single volume, the four areas of bank regulation and supervision and the associated regulatory expectations and firms’ governance systems. Readers desiring to study the subject in a unified manner have needed to separately consult specialized treatments of their areas of interest, resulting in a fragmented grasp of the subject matter. Banking regulation has a cohesive unity due in large part to national authorities’ agreement to follow global standards and to the homogenizing effects of the integrated global financial markets. The book is designed for legal, risk, and compliance banking professionals; students in law, business, and other finance-related graduate programs; and finance professionals generally who want a reference book on bank regulation, risk management, and compliance. It can serve both as a primer for entry-level finance professionals and as a reference guide for seasoned risk and compliance officials, senior management, and regulators and other policymakers. Although the book’s focus is bank regulation, its coverage of corporate governance, risk management, compliance, and management of conflicts of interest in financial institutions has broad application in other financial services sectors. Chapter 6 of this book is freely available as a downloadable Open Access PDF at http://www.taylorfrancis.com under a Creative Commons Attribution-Non Commercial-No Derivatives (CC-BY-NC-ND) 4.0 license.

Multiple Perspectives in Risk and Risk Management

Multiple Perspectives in Risk and Risk Management
Author: Philip Linsley
Publisher: Springer
Total Pages: 313
Release: 2019-04-16
Genre: Business & Economics
ISBN: 3030160459

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This proceedings book presents a multidisciplinary perspective on risk and risk management. Featuring selected papers presented at the European Risk Research Network (ERRN) 8th European Risk Conference “Multiple Perspectives in Risk and Risk Management” held in Katowice, Poland, it explores topics such as risk management systems, risk behaviors, risk culture, big data and risk reporting and regulation. The contributors adopt a wide variety of theoretical approaches and either qualitative or quantitative methodologies. Contemporary companies operate in a highly dynamic environment, accompanied by the constant development of the information technology, making decision-making processes highly complex and increasing the risk related to company performance. The European Risk Research Network (ERRN) was established in 2006 with the aim of stimulating cross-disciplinary research in the area of risk management. The network includes academics and industry experts from the fields of accounting, auditing, financial economics and mathematical finance. To keep the network lively and fruitful, regular “European Risk Conferences” are organized to present papers from a broad spectrum of risk and risk management areas. Featuring contributions for Italy, South Africa, Germany and Poland, this proceedings book is a valuable reference resource for students, academics, and practitioners in risk and risk management

A Board's Duty to Monitor

A Board's Duty to Monitor
Author: Eric J. Pan
Publisher:
Total Pages: 0
Release: 2010
Genre:
ISBN:

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One of most difficult questions in corporate law is what is the board's duty to prevent harm to the corporation? Delaware courts currently excuse boards from responsibility for harmful outcomes not involving wrongful or illegal acts. By doing so, however, Delaware courts have encouraged boards either to be ignorant or unquestioning of aggressive risk-taking by officers. The Delaware conception of the duty to monitor is in notable contrast to calls by regulators, shareholder groups and, most recently, Congress for boards to play a more active and participatory role in the management of risks affecting the corporation. As part of a larger study of the board's duty to monitor, this particular paper examines in detail Delaware case law defining the scope and application of the duty to monitor and considers why Delaware courts have decided that boards should not be held responsible for monitoring business risks, even if the taking of such risks results in catastrophic losses. As will be more fully argued in a separate article (38 Fla. St. U. L. Rev. (forthcoming 2011)), the current Delaware position is inconsistent with the optimal role of the board in the modern corporation. Consequently, Delaware courts should expand the scope and application of the duty to monitor.

Corporate Governance

Corporate Governance
Author: Walter Effross
Publisher: Aspen Publishing
Total Pages: 842
Release: 2014-12-09
Genre: Law
ISBN: 1454835206

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Walter Effross is a superb teacher and succeeds in making a sometimes dry subject interesting to students. Corporate Governance contrasts schools of thought, explaining the conflicts between such theories as contractarianism and communitarianism, and such emerging academic approaches as empiricism and behavioral economics. The text includes excerpts from only the most important sections of judicial decisions along with their relevant factual and procedural context. Extensive notes address the reactions to decisions from other courts, commentators, counsel, and executives. Dozens of examples ripped from the headlines, excerpted from actual corporate documents, and drawn from popular culture illustrate key principles and spark class discussions. More than one hundred suggestions for paper topics are especially useful for participants in research and writing seminars. An appendix categorizes and details more than eighty separate initiatives that shareholder activists and commentators have proposed. A wide range of excerpts from corporate documents and court decisions interpreting these materials help students translate the caselaw and learn drafting techniques. The Second Edition reflects legislative, regulatory, judicial, and Fortune 500 developments since mid-2009 as well as new examples from corporate documents, the Great Books, and popular culture. Detailed coverage of new and emerging topics includes discussion of the governance of nonprofit corporations the emerging types of social enterprises such as benefit corporations, B corporations, and flexible purpose corporations; the board s responsibility to rein in the cyber-risks raised by hackers, e-mails, Web sites, and social media; and the implications for directors, officers, and counsel of new research on avoiding common cognitive traps that compromise decision-making in situations of risk and uncertainty. The Second Edition explores governance changes wrought by the financial crisis and reform legislation; the responsible corporate officer doctrine, the honest services doctrine, and other theories of executive liability; issues raised by crowdfunding ; and the consequences of the Citizens United decision removing limits on companies independent political expenditures. New appendices give detailed advice on identifying, developing, refining, and researching topics for articles and on using the publishing process to invigorate one s professional network and career.

Commentaries and Cases on the Law of Business Organization

Commentaries and Cases on the Law of Business Organization
Author: William T. Allen
Publisher: Aspen Publishing
Total Pages: 986
Release: 2021-01-31
Genre: Law
ISBN: 154383101X

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Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides

Bank Directors', Officers' and Lawyers' Civil Liabilities, 3rd Edition

Bank Directors', Officers' and Lawyers' Civil Liabilities, 3rd Edition
Author: Villa
Publisher: Wolters Kluwer Law & Business
Total Pages: 1594
Release: 2020-05-19
Genre: Bank directors
ISBN: 1543823599

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Bank Directors', Officers', and Lawyers' Civil Liabilities, Third Edition is an essential resource for any attorney who is litigating or attempting to settle cases brought by the federal and state banking regulators against directors, officers, and legal counsel of financial institutions. It provides current analysis of the new law emerging from the courts, the Supreme Court's landmark decision in O'Melveny & Myers v. FDIC and the demise of the federal common law regarding failed financial institutions. Directors' and officers' liability insurance and bank fidelity bonds are also covered in detail. John K. Villa guides you through the complexities of litigating an action - and discusses ways to reduce the chances of litigation - with strategic recommendations for all key players. This authoritative treatise answers essential questions such as: When is a bank director indemnified? How is the statute of limitations applied? What added responsibilities does a lawyer assume by becoming a bank director; does federal or state law control? What are acceptable courses of conduct for the bank? What must agencies prove before a court will enforce an administrative subpoena for financial data? How does the Sarbanes-Oxley Act of 2002 affect those banks that constitute a public company? New developments analyzed in the Third Edition include: Updated guidance from the banking regulatory agencies on implementing effective Bank Secrecy Act/Anti-Money Laundering compliance programs. Updated regulations on the application of the Volcker Rule. Recent ethics opinions addressing the nature and extent of a lawyer's duty with respect to the return of a client's files. An attorney's liability as a joint tortfeasor for participating in another's breach of fiduciary duty. Updated guidance on the imposition of firm-wide penalties in enforcement actions and on capital requirements for community banking entities. New case law addressing issues under the Delaware indemnification statute. Note: Online subscriptions are for three-month periods.

The Business and Human Rights Landscape

The Business and Human Rights Landscape
Author: Jena Martin
Publisher: Cambridge University Press
Total Pages: 623
Release: 2016
Genre: Business & Economics
ISBN: 1107095522

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This is the first book offering a comprehensive historical and contemporary analysis of the emerging business and human rights field.