Aiman Nariman Mohd-Sulaimanis a Professor of Law at the Law Faculty, International Islamic University, Malaysia. Her wider research interests are on corporate law and corporate governance with particular focus on regulatory techniques and enforcement. While she is maintaining an ongoing interest in traditional corporate law issues, particularly directors ' duties and shareholders ' empowerment, her current research focus is on enforcement strategies, the interaction between self-regulation and legal rules, as well as the Islamic perspective on those issues.ABSTRACT Financial misreporting and accounting misstatements fi gure prominently in recent corporate scandals. Although the more notorious of these involved directors ' fraud and confl ict of interests, there are cases that are indicative of a board that has failed to exercise its oversight duty where directors were negligent, resulting in loss or damages to the company. This article highlights the following governance issues: the relevance of fi nancial literacy or expertise and its enforceability and process, and procedures that could improve board ' s effectiveness. As the cases involving fi nancial reporting failures publicly unfold in courtrooms and in the media, boards and regulators need to rethink and reconsider the suitability of current board practices and regulatory response to governance breakdowns. This article places the discussion within the context of several case studies that deal with specifi c instances of fi nancial reporting failure and are of interest because of the involvement of and liability risks for non-executive directors. This article is also interesting from a comparative law perspective in view of increasing the number of companies undertaking cross-listing or dual listing of shares. A more consistent approach among the regulators is needed to prevent regulatory arbitrage.

Purpose This paper aims to examine the potential liability of companies and their board members arising from the use of digital technology and social media as communication and engagement tools with investors and shareholders. Design/methodology/approach The research relies on a qualitative study using legal analysis of corporate and capital market laws as well as the outcome of legal proceedings and regulatory actions to ascertain conduct that could expose companies and boards to liability risks. Findings Social media characteristics expose unwary directors and companies to potential liability for oppressive conduct, selective disclosure or misleading statements. Research limitations/implications This paper informs boards and companies of the types of conduct that could expose companies and boards to liability when social media is relied on to communicate with shareholders and investors. Originality/value The paper contributes to the literature on social media, capital market and corporate communication by presenting the legal perspective concerning reliance on social media as shareholders’ engagement and corporate communication tool.

PurposeIn recent enforcement actions by several capital market regulators in some common law jurisdictions, the issue of directors' reliance on legal advice in relation to compliance with their statutory duties has been raised. This paper aims to discuss the dilemma faced by directors and regulators in assessing the extent to which reliance on legal advice can provide sufficient protection against allegation of breach of directors' duties and the disclosure obligation.Design/methodology/approachThis paper discusses recent case studies that highlight the often conflicting regulatory stance.FindingsThese cases indicate that the disclosure conundrum is a real challenge to regulators and directors alike. These enforcement activities have resulted in mixed views as to whether these decisions have rightly upheld the standard of care expected to be exercised by directors or are unduly burdensome and not pragmatic for honest and well‐meaning directors.Research limitations/implicationsThe legal position is still evolving in view of the numerous regulatory actions in various jurisdictions regarding financial reporting and disclosure obligation of directors and corporations.Originality/valueGiven the numerous disclosure and reporting obligations that a listed company must comply with and the regulatory enforcement actions that may be taken against the directors, it is important for directors to understand the implication of this case and similar enforcement activities on directors' oversight duty.

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