The corporate officer's independent duty as a tonic for the anemic law of executive compensation

Article Abstract:

The courts have been unresponsive to shareholder and public outrage over the compensation of executives. Courts have focused on the process used in determining the salaries in such cases, rather than looking to see if the executive merits the compensation. Corporate law states that officers owe certain responsibilities to a corporation that are independent of the directors. The executive is thereby duty-bound to reject compensation that is not reasonable. Using this approach would force the courts to decide if the executive merits the pay, not if the directors legally compensated the employee.

Compensation and benefits, Compensation management, Executives, Executive compensation

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Abolishing veil piercing

Article Abstract:

The argument that corporate veil piercing cannot be justified and should therefore be abolished is given. Veil piercing results in greater transaction costs for small businesses and little social payoff as judges are more concerned with the facts of an individual case than with socially beneficial outcomes.

United States, Disregard of corporate entity, Disregarding corporate entity

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