Struktura władzy i odpowiedzialności zarządu w korporacjach amerykańskich

Abstract

The paper describes basic principles of U.S. Corporate Law, including federal legislation concerning the role of the Securities Exchange Commission. After presenting basic tenets of corporation law and delineating the scopes of respective jurisdictions of State and Federal laws in this field, the authors analyze the allocation of power among shareholders, managera and other constituents of the corporation. Among major problems discussed in the second part of the paper are legal solutions aimed at assuring the accountability of corporate management vis-a-vis shareholders. Thus, the paper analyzed the content and enforcement of basic duties imposed upon managers by state corporation law (i.e. duties of care and loyalty), derivative suits brought by shareholders against management on behalf of corporation, the role of independent directors, and the techniques of public disclosure. Finally, the paper discusses the controversial role of unfriendly take-overs and the role of institutional shareholders in this context.