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Various Claimants v The Catholic Child Welfare Society and The Institute of the Brothers of the Christian Schools (CA, Oct. 2010) (vicarious liability, agency)

ABA Task Force Report On Delineation of Governance Roles & Responsibilities (Aug. 1, 2009)

Lyondell Chemical Co. v Ryan (Del. Supr. Mar. 25, 2009) (there is a vast difference between an inadequate or flawed effort to carry out fiduciary duties and a conscious disregard for those duties. Directors’ decisions must be reasonable, not perfect…..if the directors failed to do all that they should have under the circumstances, they breached their duty of care. Only if they knowingly and completely failed to undertake their responsibilities would they breach their duty of loyalty”) But contrast Louisiana Municipal Police Employees’ Retirement System v. Fertitta (July 28, 2009).

Feldman v Cutaia (Del. Supr. 2008) (“Where all of a corporation’s stockholders are harmed and would recover pro rata in proportion with their ownership of the corporation’s stock solely because they are stockholders, then the claim is derivative in nature. The mere fact that the alleged harm is ultimately suffered by, or the recovery would ultimately inure to the benefit of, the stockholders does not make a claim direct under Tooley. In order to state a direct claim, the plaintiff must have suffered some individualized harm not suffered by all of the stockholders at large.”)

Commission Guidance on the Use of Company Web Sites (Aug. 1, 2008) (Fed. Reg. version)

Time Warner Corporate Governance page

World Rentals and Sales LLC v Volvo Construction (11th Cir. 2008)

Jeffrey R Campbell & Mariacristina De Nardi, A Conversation with 590 Nascent Entrepreneurs Federal reserve Bank of Chicago Working Papers, WP-07-20 (Nov, 2007)

Settlement of SEC suit against Hollinger

Sandra K. Miller, Penelope Sue Greenberg, and Ralph H. Greenberg, An Empirical Glimpse into Limited Liability Companies: Assessing the Need to Protect Minority Investors 43 Am. Bus. L. J 609–646 (2006)

Brobeck Closed Archive

Brocade Backdating Litigation

Engagement Letter (special litigation committee hires plaintiffs’ lawyers)

Yahoo Materials
Delaware litigation: In re Yahoo! Inc. Shareholders Litigation

Yahoo Stockholder presentation (June 2008)

Non-management proxy statement (Icahn group) (June 26, 2008)

The Icahn Report

Corporate Social Responsibility

Edwin M. Epstein,The Good Company: Rhetoric or Reality? Corporate Social Responsibility and Business Ethics Redux, 44 Am. Bus. L. J 207-222 (2007)

Igor Abramov, Responsible Business: Weaving the Fabric of a Stable Marketplace 44 Am. Bus. L. J 223-236 (2007)

Don Mayer, Corporate Citizenship and Trustworthy Capitalism: Cocreating a More Peaceful Planet 44 Am. Bus. L. J 237-286 (2007)