Boardroom Behaviour and the Law: Corporate Governance and Risk Mitigation

This book examines how various areas of law collectively influence the relationship between a company and its directors, particularly in safeguarding the long-term interests of stakeholders.

Directors’ inappropriate actions can expose a company to significant corporate risks, particularly in relation to regulatory violations such as breaches of competition law. When directors engage in such misconduct, company law and corporate governance provide certain control mechanisms that allow the company to manage these risks. Additionally, directors can be discouraged from engaging in such behaviour by the threat of being held accountable for violations of competition law. This book evaluates various tools designed to regulate directors’ behaviours and ensure accountability, questioning whether the legal frameworks strike the right balance between corporate liability and personal accountability. It argues that these mechanisms do not sufficiently protect the long-term interests of stakeholders and that shortcomings in the law leave companies vulnerable to directors’ misconduct, which cannot be adequately addressed through traditional risk management strategies.

This book will be of interest to researchers in the field of corporate law, competition law, and corporate governance.

Samet Caliskan is a Legal and Business Consultant based in Newcastle, UK. He holds a BA in Business from Gazi University, an LLM from Case Western Reserve University, and a PhD from Newcastle University. His publications, in fields such as Company law, Competition law, and Insurance law, appear in renowned journals, including the Journal of European Competition Law & Practice, European Review, The Journal of British Insurance Law Association, and the Journal of African Law. In addition to his consultancy practice, Samet lectures at Newcastle Law School, where he teaches LLM students.

Pereowei Subai is a distinguished legal scholar and educator, currently serving as a Professor of Law at the Faculty of Law, Niger Delta University. He has robust academic background, including a Bachelor of Laws (LLB) from Rivers State University, a Master of Laws (LLM) from Obafemi Awolowo University, and a Doctor of Laws (PhD) from Newcastle University. He has taught not only within Nigeria at institutions such as Niger Delta University, Federal University Otuoke, but also internationally at St. Augustine University in Mwanza, Tanzania. Beyond academia, Professor Subai is actively engaged in consulting with local and international organizations.