Author name: Leslie Koppermann

In the world of corporate governance, minority shareholders—those holding less than half of a company’s voting power—face the risk of being sidelined by majority control. To counter this imbalance, legal systems offer a suite of protections: derivative actions to challenge director misconduct, remedies for unfair prejudice and oppression, fiduciary duties that bind directors to act in good faith, and contractual safeguards like veto rights and tag-along clauses. Transparency tools and regulatory oversight further empower minority voices, while landmark cases like Foss v Harbottle have shaped modern remedies.… Read more

In today’s business world, profit alone no longer defines success—companies are now judged by how responsibly they treat the planet, people, and their own governance. Corporate Social Responsibility (CSR) and Environmental, Social, and Governance (ESG) standards have evolved from feel-good initiatives into legal and financial imperatives, shaping everything from climate disclosures and board diversity to ethical supply chains and anti-slavery compliance. With regulators tightening rules and investors demanding transparency, businesses that fail to meet ESG expectations risk lawsuits, reputational damage, and shareholder revolt—while those that embed sustainability into their DNA are poised to thrive in a future where integrity is currency.… Read more

Corporate crime encompasses a wide range of non-violent but highly damaging offenses—from fraud and bribery to environmental violations and workplace safety breaches—committed by companies or their agents for corporate gain. Legal systems respond through doctrines like identification, vicarious liability, and strict liability, assigning responsibility to corporations and, in some cases, their directors. Sanctions include fines, probation, debarment, and even dissolution, while Deferred Prosecution Agreements offer a path to accountability without crippling economic fallout.… Read more

Corporate insolvency occurs when a company can no longer meet its financial obligations, triggering legal processes designed to protect creditors and ensure orderly market exit or recovery. Key remedies include liquidation (voluntary or court-ordered), administration for rescue or asset realization, receivership by secured lenders, and Company Voluntary Arrangements for debt restructuring. Directors’ duties shift toward creditors, with personal liability risks for wrongful or fraudulent trading. Insolvency laws prioritize creditor claims through a statutory ranking and vary across jurisdictions, with frameworks like the UK’s Insolvency Act, the U.S.… Read more

Mergers and acquisitions (M&A) are strategic tools for corporate growth, enabling companies to expand, diversify, or consolidate. Legally, they involve complex processes governed by corporate, securities, competition, and tax laws. Mergers fuse entities into one, while acquisitions involve purchasing control through shares or assets. Key stages include planning, due diligence, negotiation, regulatory and shareholder approvals, and post-merger integration. Legal considerations span fiduciary duties, minority protections, antitrust compliance, and tax structuring. Hostile takeovers may trigger defenses like poison pills or staggered boards.… Read more

Corporate finance is the legal and strategic framework through which companies raise and manage capital—primarily via equity (issuing shares) and debt (borrowing). Equity financing involves share classes like ordinary, preference, and redeemable shares, governed by rules on authority, pre-emption rights, and disclosure. Debt financing includes instruments such as loans, debentures, and bonds, with legal obligations and priority in insolvency. Capital maintenance rules protect creditors by restricting returns of capital and ensuring dividends come from profits.… Read more

Shareholder rights are central to corporate governance, empowering investors to influence company decisions, access information, receive dividends, and participate in meetings. When these rights are violated, legal remedies such as derivative actions, personal claims, oppression remedies, and class actions provide avenues for redress. Jurisdictions worldwide—from the UK and U.S. to Germany and Japan—offer varying protections, with particular attention to minority shareholders who face risks of exclusion and marginalization. In private companies, shareholder agreements supplement statutory safeguards, while institutional investors and activists increasingly shape corporate behavior through ESG engagement and strategic campaigns.… Read more

Directors’ duties form the legal and ethical backbone of corporate governance, requiring individuals in these roles to act in good faith, avoid conflicts of interest, and exercise care, skill, and diligence in overseeing company affairs. These obligations, codified in laws across jurisdictions like the UK, U.S., Australia, and India, ensure directors prioritize the company’s interests and maintain accountability. The Business Judgment Rule protects directors making informed, honest decisions, but failures in oversight, as seen in cases like Enron, Centro, and Satyam, can lead to personal liability and reputational damage.… Read more

Corporate governance is the system by which companies are directed and controlled, ensuring accountability, transparency, and ethical conduct among management, boards, shareholders, and stakeholders. Rooted in principles like fairness, risk management, and stakeholder engagement, it has evolved through major reforms following corporate scandals such as Enron and Wirecard. Effective governance relies on strong board oversight, adherence to global codes, and protection of shareholder rights, while increasingly integrating ESG priorities and technological oversight.… Read more