failure family

board and oversight failure

38 claims across 15 works.

• startup-independence-gap: Independent administrators and valuation committees do not solve the independence problem for startup funds, because a majority of hedge funds in thei
• corporate law abdication: The business judgment rule can be read not as a balanced middle ground but as excessively deferential to management, signaling that corporate law is c
• slow co-determined board: Codetermination makes the German supervisory board's decision making more cumbersome, so a co determined Aufsichtsrat may not respond quickly enough t
• uninformed independent director: Director independence does not produce effective risk monitoring: as the failure of independent director oversight at Lehman Brothers and other large
• charter exculpation loophole: The U.S. requirement that directors act on an informed basis is watered down because many states permit charter provisions exculpating directors from
• no oversight duty for business risk: In In re Citigroup the Delaware Court of Chancery refused to extend the Caremark oversight duty, which concerns monitoring for illegal conduct, into o
• survival blind judicial review: U.S. courts applying the business judgment rule give little or no weight to the overall health of the company or to whether the risk jeopardizes the c
• guidance vacuum from an incoherent oversight doctrine: Without a workable duty of oversight, corporate directors who seek to comply with the oversight duty lack meaningful guidance about the conduct expect
• capacity limits of part-time outside directors: Because directors serve part-time as outsiders, it is unreasonable to expect them to have the knowledge, capacity, and expertise needed to monitor eff
• under-informed directors take excessive risk: Directors who are inadequately informed about the expected standard of conduct will underestimate their personal liability exposure and engage in risk
• liability increase insufficient to cure oversight limits: Increased liability is no panacea and cannot alone adequately address the central shortcomings of the duty of oversight and of corporate governance in
• failure of oversight enhancement as a governance strategy: The author endorses the conclusion that attempts to enhance oversight in the United States may fail and that emphasizing improved oversight as a means
• insufficiency of court decisions and stable rules for oversight: Using court decisions and stable rules to make the oversight role more robust could be insufficient, whereas contractual and quasi law forms of dynami
• pre-CIA immunity for boards in illegal marketing cases: Boards are consistently held not liable for their companies' illegal marketing efforts even though federal law prohibits off-label marketing, but a bo
• routine pleading stage dismissal of duty of care claims: Outside the CIA context, oversight claims are the most difficult theory in corporation law on which to win judgment, and courts dismiss duty of care c
• insufficient-board-incentives: Because the board changes mandated by non and deferred prosecution agreements consist largely of additional reporting obligations and committee reform
• preemptive-remediation-insufficient: Because 63.47 percent of the sampled agreements were executed even after the corporation had already instituted preemptive remedial measures, the curr
• Single board oversight failure: The traditional mutual fund governance model, in which one board serves multiple discrete funds within a sponsor's group, is subject to significant ov
• Untailored compliance program: Adopting a generic compliance program is not sufficient under Rule 206(4)-7: advisers that fail to specifically tailor their compliance program to the
• groupthink-from-homogeneity: A corporation that lacks diversity and allows group thinking will struggle to identify issues because it needs a fresh perspective, which harms the co
• minority-director-stigmatization: Minority board members are expected to bring in minority clientele, so where the corporation's product is not used by minorities the minority director
• minority-director-overextension: Because a small group of minorities serves on a large number of boards, corporations in fact lose the diversity of viewpoints they were seeking when a
• director-discretion-sterilization: Shareholder agreement terms that limit board authority are vulnerable to invalidation, and the dominant judicial rationale is that such agreements tie
• reform as relabeling: Much corporate governance reform consists of repackaging old content under new or revised labels rather than introducing new governance.
• board as missed feedback channel: The monitoring and advising roles of the board are no longer sufficient, and a board confined to those roles is a missed opportunity to obtain unmedia
• reform intent gap: Contemporary corporate governance reforms are unlikely to work as policymakers and regulators intend, because experts agree improvement is needed but
• reform without measurable effect: The corporate governance frameworks developed in the 2000s had little or no impact on the performance of listed companies during the financial crisis,
• activism-insufficiency: Shareholder activism reform, taken by itself, has been unable to sufficiently improve the corporate governance system.
• ceo-board-dominance: The standard remedy of appointing outside independent directors to separate decision management from decision control is undermined because CEOs often
• activism-insufficiency: Shareholder activism reform by itself has been unable to sufficiently improve the corporate governance system.
• Tax free cash hoarding: Because boards and donors seek to preserve endowments rather than spend them, funds accrue tax free long after the donor has taken the deduction, whic
• Minimum payout becomes the default: Although the five percent annual payout is only a legal minimum for foundations under 2021 law, many boards treat five percent as the default rule, wh
• Reviewer Myopia: Legacy code review carries a single point of failure risk: if the single author of a review misses something and the follow-on reviewer focuses entire
• Reviewer Logic Imposition: Without crowd control the reviewer's views and the code author's intent are at odds, so a reviewer imposing their own logic can force repeated rewrite
• Control Vacuum Under Concentration: Concentrated market power in code review undermines internal and external quality controls, leaving the public with no or very weak control over the q
• Reviewer preference imposition: Without crowd control, a code reviewer can impose their own logic on the author, forcing repeated rewrites of code whose core functionality is already
• Reviewer anchoring: When the first reviewer misses a defect and follow-on reviewers anchor entirely on the first reviewer's concerns, the review carries a higher risk of
• Absent quality controls: Centralized market power blocks other industry players from establishing internal or external controls on code review quality, so the public has no or