Delaware General Corporations Law § 102(b)(7) and Bentham's Utilitarian Calculus
: 'The Greatest Good for the Greatest Number' of Corporate Stakeholders
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Title:
Delaware General Corporations Law § 102(b)(7) and Bentham's Utilitarian Calculus
:
'The Greatest Good for the Greatest Number' of Corporate Stakeholders
Footnote:
Nach Informationen von SSRN wurde die ursprüngliche Fassung des Dokuments November 2, 2012 erstellt
Description:
This article considers whether Delaware General Corporations Law § 102(b)(7) produces the “greatest good for the greatest number” under Bentham's utilitarian framework. In light of the recent financial crisis, it is now, more than ever, important to determine whether considerations of director independence and talent acquisition should prevail over the natural expectations of corporate stakeholders. The article posits that, far from creating the “greatest good for the greatest number” of corporate stakeholders, that Delaware General Corporations Law § 102(b)(7) solely benefits self-interested directors “who possess the ability to limit their liability for all but the worst offenses; to reap the rewards while leaving stockholders, creditors, consumers, corporate employees and the communities in which they operate to pay for the failures and mismanagement of major corporations by their directors.”