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Robert M. Daines, Introductory Session on Corporate Governance : A Western Approach
Robert M. Daines, Introductory Session on Corporate Governance : A Western Approach
Date：2023-06-28
On May 10, 2023, Professor Robert M. Daines, Global Faculty of Peking University Law School and Pritzker Professor of Law and Business, Associate Dean, and Senior Faculty at the Rock Center on Corporate Governance at Stanford Law School, delivered a lecture on Corporate Governance.
The lecture focused on exploring the legal rules and corporate governance norms that both restrict and shape the actions of a Board of Directors. Professor Daines shares his understanding of corporate governance in the context of American law. Corporate governance is a relatively recent concept that became known in the United States only after the Enron scandal broke out. In the context of U.S. law, corporate governance has three important features: it is primarily a system of rules that affects the distribution of earnings from a company's operations. It aims to protect the rights and interests of shareholders, mainly by limiting the discretionary power of the board of directors.Last but not least, it is based on the principle of shareholder primacy, which means that the board of directors has a fiduciary duty to act in the best interests of the shareholders.
Professor Daines explains the principles of corporate governance in U.S. law in the context of the U.S. corporate governance case Hayes Oyster Co. v. Keypoint Oyster Co. The rules of U.S. corporate law, particularly Delaware corporate law, can be summarized as follows : the board of directors is responsible for the material affairs of the company. The directors can act on their own with diligence and fidelity and they are required to disclose information relevant to their decisions.
- Speaker Profile:
Robert M. Daines is the Pritzker Professor of Law and Business, Associate Dean, and Senior Faculty for the Rock Center on Corporate Governance at Stanford. He is also Professor of Finance (by courtesy) at the Stanford Graduate School of Business. His research focuses on the intersection between law and finance, including CEO pay, corporate governance, mergers and acquisitions, mandatory disclosure regulations, IPOs, shareholder voting and takeover defenses. Professor Daines' work has appeared in such top publications as the Journal of Financial Economics, the Journal of Financial and Quantitative Analysis, the Journal of Law, Economics and Organization and The Yale Law Journal. His research has also been covered by The Economist, The New York Times, The Wall Street Journal, Financial Times, Forbes, Fortune and other media. Before entering academia, he was an investment banker at Goldman Sachs, where he advised firms on bank and bond financings. He clerked for Judge Ralph K. Winter of the U.S. Court of Appeals for the Second Circuit. Prof. Daines was awarded the 2012 John Bingham Hurlbut Award for Excellence in Teaching.
To learn more about the event, please check out: https://www.law.pku.edu.cn/xwzx/xwdt/149880.htm