Being the boss: It’s more complicated than you might think.

By: Courtney Schoch, 2L, Journal Staff Member

Courtney Schoch

We’ve all done it − thought about what we’d do differently if we were the boss. Thinking and doing, however, are not synonymous.  What would you really do if given the opportunity, and what’s more – the responsibility, of being in charge?   What are your first steps on the job? Communicating expectations clearly should be the starting point.  Take it one step further and consider the day-to-day obligations.  Are you providing structure and ending meetings on the right note

Importance of Compliance in the International Financial Services Market

By: Daniel Brick, 3L, Journal Staff Member

Daniel Brick

Regulation in foreign securities trading has been increasingly scrutinized in the past several years due in large part to what can be best characterized as the “global financial crisis.” Many countries, including the United States with its Dodd-Frank Act, enacted legislation to combat the potential for another financial collapse. Furthermore, financial institutions are equally more scrutinized in their management and compliance with new regulations.

The Decline in Securities Class Action Filings: All Due to the 2014 Bull Market?

By: Erin Frazer, 3L, Journal Staff Member

Erin Frazer

At the beginning of this year, a commentator for the Wall Street Journal LawBlog remarked that 2014 was a “subdued year for securities class actions.” The number of class action filings was stagnant, and the size of settlements sharply declined.

The Growth of Shareholder Activism: A Blessing and A Curse that is Here to Stay

By: Alan Williams, Journal Staff Member

Alan Williams

You might not be able to recognize him if you were to bump into him in a crowded, but the mere mention of his name causes fear in corporate boardrooms up and down the Dow, Nasdaq, and S&P 500. His name, Carl Ichan: activist shareholder extraordinaire. (Carl Icahn Says “Jump” And The Market Asks “How High?”,

Sunsets Are Not Always Pretty

By: Jordan Sayfie, 2L, Journal Staff Member

Sunset provisions in legislation can serve a legitimate function in narrowing laws in a way that ensures they serve their intended purpose. Additionally, sunset provisions force legislators to determine specific goals before enacting laws, and can make a piece of unfavorable legislation more palatable. Because sunset provisions force legislators to set priorities and outline concrete goals, many voters see sunset provisions as preferable when it comes to tax legislation.

Risk Management and Corporate Governance Under Dodd-Frank

By: Jordan Ebert, 2L, Journal Staff Member

On October 6th, 2014, President Obama met with lead financial regulators and senior advisors on the economy to discuss ongoing implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act, where the President urged participants to further consider prevention of excessive risk-taking across the financial system along with compensation rules and capital standards. Just a few days after this meeting, the Basel Committee on Banking Supervision—the leading global authority on banking supervisory matters and standards—issued enhanced guidance on principles of corporate governance for banking institutions. Commentators note that such developments reflect a trend among regulators in stressing the significance of a top-down approach to risk management.

Corporate Governance: When Should a Firm’s Executives Face Personal Liability?

By: Sheila Murugan, 2L, Journal Staff Member

In his article set to be published in the Michigan State University College of Law Journal of Business and Securities Law, Issue 1, Volume 15, Greg Zipes proposes a code of conduct that requires firm executives to face a pay cut for failure to comply with corporate governance. Essentially, he states a binding code should be enforced if certain standards are not met.  

A Shift Toward Executive Accountability

By: Laura Pioch, 2L, Journal Staff Member

People everywhere seem to rightfully cause uproar when corporate transgression creates major afflictions on the population at large. Though these failures negatively affect individuals throughout the world, how do the directors and executives of these corporations fair? Pretty well, it seems.

Burning the Ships: A Fresh Look at Corporate Codes of Conduct

By: Gregory VanderWoude, 3L, Journal Staff Member

Most readers are familiar with the apocryphal story of the explorer Cortes, who burned his fleet of ships upon arriving in the New World, as a means of forcibly motivating his crew by eliminating any means of retreat. See e.g.,, Although Cortes was no corporate executive, his tactical motivation proved effective. Mr. Zipes, in his note on Codes of Conduct that is set to be published in Michigan State University College of Law Journal of Business and Securities Law, Volume 15, Issue, proposes a similar tactic—motivating corporate executives to better police their companies by triggering an automatic reduction in pay if subordinate employees commit violations. Mr. Zipes explains, that by eliminating a scienter requirement, corporate agents are thus highly motivated to enact strict controls for subordinates’ actions. In the same vein, attorneys who draft opinion letters must disgorge their fees if their opinion letters are later cited to in criminal allegations.

Icahn Trimming the Fat in eBay’s Board of Directors

By: Daniel Brick, 3L, Journal Staff Member

Corporate governance issues permeate the business world, and now more than ever shareholders demand more accountability from members of the board of directors.  Directors and executives often receive lavish compensation and bonus packages regardless of their performance.  This has many shareholders up in arms engaging in Caremark claims, derivative claims against the board for oversight failures. In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del. Ch. 1996).


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