Corporate Governance and Directors' Liabilities

Frontmatter -- Foreword -- Table of Contents -- Chapter I. Theoretical Framework and Legal Foundations -- The Legal Development of Corporate Responsibility -- The Economic Context of Corporate Social Responsibility -- Responsibility in Corporate Action: A Sociologist's View -- Chapter II. Strategies of Institutionalizing Corporate Social Responsibility -- Corporate Social Responsibility: Interests and Goals -- Public Interest Representation: Economic and Social Policy Inside the Enterprise -- Chapter III. Directors' Duties and Liabilities -- Corporate Fiduciary Duties and Their Beneficiaries -- The Economic Functions of Corporate Liability -- Board Members' Liability for Damages -- The Private Law Enforcement of Directors' Duties -- Chapter IV. Disclosure and Social Reporting -- Self-Dealing and Use of Corporate Opportunity and Information: Regulating Directors' Conflicts of Interest -- Disclosure as Preventive Enforcement -- Disclosure, Insider Information and Capital Market Functions -- Corporate Social Reporting and Auditing: Theory and Practice -- Rescue Operations in Business Crises -- Chapter V. Outside Representation on the Boards: Conflicts of Interest -- The Enterprise as a Political System -- Dual Loyalty of Labor Representatives -- Annex -- Biographical Sketches of the Authors -- Table of Cases -- Index -- 464