More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.

This comprehensive collection of standard forms and agreements in German company and commercial law will be an invaluable resource for law firms and corporations involved in cross-border transactions. The highly practical content includes the following:
- Complete English translations of German forms and agreements
- Guidance on alternatives to the standard terms
- A comprehensive glossary
- A CD-ROM containing all the forms in the book

Directors' Duties: Principles and Application outlines key fiduciary and statutory duties of Australian company directors, with detailed reference to the position in the United Kingdom. It is addressed to academics, students and practitioners and resolves complex issues, as well as giving practical guidance on the characteristics and application of general law and statutory duties. In so doing it provides critical analysis of the scope and content of fiduciary duties in general and resolves a patent clash between prevalent modern equity theory and Australian corporate law jurisprudence as concerns directors' duties. Particular focus is given to the duties that have traditionally been characterised as fiduciary. These are the duties to avoid conflicts and profits, to act in good faith in the interests of the company and for proper purposes, to retain discretions and to disclose information. The duty of care is also examined and the book demonstrates why this duty is different to other key duties. This issue has been the subject of contention and is significant for remedial purposes. The book demonstrates the central and foundational nature of the duty to act in good faith in the interests of the company. The book also outlines the statutory duties in the Corporations Act 2001 (Cth) which correspond to the general law duties, as well as the consequences of breach of the statutory and fiduciary duties of directors and the significance of fiduciary classification. Extensive examination of the position in the United Kingdom is provided, which is of direct relevance to the analysis of the Australian position and also to the interpretation of English law. The book therefore provides certainty for practitioners, academics and students in the organisation and application of key directors' duties, presenting a clear structure for such organisation and application. Its outline and resolution of the contours of the fiduciary concept are also of direct relevance to scholars and practitioners in the areas of Equity and Trusts.