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All Articles in Business Law, Public Responsibility, and Ethics

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People, Planet, Profit: Benefit And B Certified Corporations - Comprehension And Outlook Of Business Students, Arlene J. Nicholas, Samuel Sacco 2017 Salve Regina University

People, Planet, Profit: Benefit And B Certified Corporations - Comprehension And Outlook Of Business Students, Arlene J. Nicholas, Samuel Sacco

Faculty and Staff - Articles & Papers

This paper is an overview of the emergence of Benefit and Certified B Corporations that aim to realize a profit and make a positive impact on society as measured by some third party standard. In this way, these corporations differ in corporate purpose from traditional C corporations. Directors and managers are accountable for that defined public benefit. Considerations of sustainable business practices have existed in many industries for several years. However, the recent growth in legislation to create a legal framework for Benefit Corporations is newly emergent. An examination of recent literature explains the rise of these socially responsible organizations ...


Regulating Robo Advice Across The Financial Services Industry, Tom Baker, Benedict G. C. Dellaert 2017 University of Pennsylvania Law School

Regulating Robo Advice Across The Financial Services Industry, Tom Baker, Benedict G. C. Dellaert

Faculty Scholarship

Automated financial product advisors – “robo advisors” – are emerging across the financial services industry, helping consumers choose investments, banking products, and insurance policies. Robo advisors have the potential to lower the cost and increase the quality and transparency of financial advice for consumers. But they also pose significant new challenges for regulators who are accustomed to assessing human intermediaries. A well-designed robo advisor will be honest and competent, and it will recommend only suitable products. Because humans design and implement robo advisors, however, honesty, competence, and suitability cannot simply be assumed. Moreover, robo advisors pose new scale risks that are different ...


The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas 2017 U.S. Securities and Exchange Commission

The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas

Faculty Scholarship

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.

We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger ...


Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch 2017 University of Pennsylvania Law School

Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch

Faculty Scholarship

Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.

This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively ...


In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker 2017 University of Pennsylvania Wharton School

In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker

Anne Tucker

A startup's path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees' incentives to pursue gold. If the employees and investors expect the startup to balance the goal of profitability with another goal - the goal of good - the risks are likely to both grow and multiply. They grow to the extent that profits are threatened, and they multiply to the extent that balancing competing goals adds a dimension to the incentive problem. In this Article, we explore contracting ...


The Separation Of Corporate Law And Social Welfare, William W. Bratton 2017 University of Pennsylvania Law School

The Separation Of Corporate Law And Social Welfare, William W. Bratton

Faculty Scholarship

A half century ago, corporate legal theory pursued an institutional vision in which corporations and the law that creates them protect people from the ravages of volatile free markets. That vision was challenged on the ground during the 1980s, when corporate legal institutions and market forces came to blows over questions concerning hostile takeovers. By 1990, it seemed like the institutions had won. But a different picture has emerged as the years have gone by. It is now clear that the market side really won the battle of the 1980s, succeeding in entering a wedge between corporate law and social ...


Mutually Assured Protection Among Large U.S. Law Firms, Tom Baker, Rick Swedloff 2017 University of Pennsylvania Law School

Mutually Assured Protection Among Large U.S. Law Firms, Tom Baker, Rick Swedloff

Faculty Scholarship

Top law firms are notoriously competitive, fighting for prime clients and matters. But some of the most elite firms are also deeply cooperative, willingly sharing key details about their finances and strategy with their rivals. More surprisingly, they pay handsomely to do so. Nearly half of the AmLaw 100 and 200 belong to mutual insurance organizations that require member firms to provide capital; partner time; and important information about their governance, balance sheets, risk management, strategic plans, and malpractice liability. To answer why these firms do so when there are commercial insurers willing to provide coverage with fewer burdens, we ...


The Empty Idea Of “Equality Of Creditors”, David A. Skeel Jr. 2017 University of Pennsylvania Law School

The Empty Idea Of “Equality Of Creditors”, David A. Skeel Jr.

Faculty Scholarship

For two hundred years, the equality of creditors norm—the idea that similarly situated creditors should be treated similarly—has been widely viewed as the most important principle in American bankruptcy law, rivaled only by our commitment to a fresh start for honest but unfortunate debtors. I argue in this Article that the accolades are misplaced. Although the equality norm once was a rough proxy for legitimate concerns, such as curbing self-dealing, it no longer plays this role. Nor does it serve any other beneficial purpose.

Part I of this Article traces the historical emergence and evolution of the equality ...


Trump, Foucault And Pre-Modern Governance, Donald Nordberg 2017 Bournemouth University

Trump, Foucault And Pre-Modern Governance, Donald Nordberg

Donald Nordberg

“No one ever accused this company of being a democracy!” – Private comment of a CEO of a major multinational corporation,
overheard ca. 1990
This quote came to mind as I read a news story about Donald J. Trump’s executive orders, signed in Week 1 of his Presidency of the United States. On his first full day in the office, the CEO-in-the-White-House invited a group of CEOs of major US corporations to discuss the future governance of America. CEOs have been practicing corporate governance forever, and must know a thing or two about it. By the end of the meeting ...


The Presidency, Congressional Republicans, And The Future Of Financial Reform, Peter Conti-Brown 2017 University of Pennsylvania

The Presidency, Congressional Republicans, And The Future Of Financial Reform, Peter Conti-Brown

Penn Wharton Public Policy Initiative

This brief examines the tension between the Republican ideological commitment to curbing executive power and the opportunity Republicans now have for Trump to dominate the direction of financial regulatory reform. The discussion will focus on three key policy outcomes that Republicans have sought during the last six years: reforming the Federal Reserve, overhauling the Consumer Financial Protection Bureau, and changing the way in which the nation’s largest financial institutions are designated and regulated.


Production Of Energy And Environmental Protection As A Prerequisite For Sustainable Development, Diana Baus 2017 The Graduate Center, City University of New York

Production Of Energy And Environmental Protection As A Prerequisite For Sustainable Development, Diana Baus

All Graduate Works by Year: Dissertations, Theses, and Capstone Projects

This paper explains why renewable energy is a prerequisite for sustainable development. The development of renewable energy sources is important because renewable energy sources have a very important role in reducing emissions of carbon dioxide (CO2) into the atmosphere, eradicate poverty and increase the employment rate. In the first section the paper introduces renewable energy sources. The focus is on the function of solar energy, wind power, biomass, geothermal energy, and hydroelectric energy and their implementation globally. The second part of the paper elaborates on the economic, political, and social aspects for the development of renewable energy sources. The ...


Realizing Critical Business Information Literacy: Opportunities, Definitions, And Best Practices, Ilana Stonebraker, Caitlan Maxwell, Kenny Garcia, Jessica Jerrit 2017 Purdue University

Realizing Critical Business Information Literacy: Opportunities, Definitions, And Best Practices, Ilana Stonebraker, Caitlan Maxwell, Kenny Garcia, Jessica Jerrit

Libraries Faculty and Staff Scholarship and Research

What does it mean to be an ethical businessperson, and how does an ethical businessperson create, locate, organize, and evaluate business information? Critical business information literacy (CBIL) is the application of social justice to business information literacy. This article seeks to define, discuss, and realize CBIL by tracing the literatures of critical librarianship, critical management, and corporate social responsibility. To establish best practices, the authors drew upon applications of CBIL at four institutions of different size, geography, and scale. The intent is to provide spaces and foundations for further CBIL application and discussion.


The Living Wage As A Means To Address Social Inequality, Kent Walker Dr., Curtis Labutte 2017 Odette School of Business

The Living Wage As A Means To Address Social Inequality, Kent Walker Dr., Curtis Labutte

Odette School of Business Publications

The living wage is a call to private and public sector employers to pay wages to both direct and contract employees sufficient to provide the basics to individuals. This wage reflects the belief that every individual has the right to enjoy good health, recreation, culture and entertainment, to raise children, and to fully partake in social and civic activities, as opposed to minimally surviving. This movement is growing across Canada and the world.

Broadly, the case discusses social inequality, and more narrowly, it examines the Living Wage in Canada, then Ontario, then within one Ontario city, Windsor. The case describes ...


New Belgium Brewing Company And B Corporation Certification, Kent Walker Dr., Taylor Laporte 2017 Odette School of Business

New Belgium Brewing Company And B Corporation Certification, Kent Walker Dr., Taylor Laporte

Odette School of Business Publications

This case discusses the American craft-brewing company New Belgium Brewing (NBB), where the director of sustainability, Katie Wallace, must decide whether to invest significant company resources into becoming a B Corp certified company. More specifically, she must present her recommendation to the board of directors and to employees who are also shareholders. B Corporation is part of a non-profit organization encouraging sustainable business similar to LEED certification for construction or Fair Trade certification for coffee and chocolate. The idea behind B Corp certification is to use the power of business to solve social and environmental problems.

New Belgium Brewing has ...


The Bylaw Puzzle In Delaware Corporate Law, David A. Skeel Jr. 2017 University of Pennsylvania Law School

The Bylaw Puzzle In Delaware Corporate Law, David A. Skeel Jr.

Faculty Scholarship

In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corporate law on two different occasions, with proxy access bylaws in 2009 and with shareholder litigation bylaws in 2015. Having two dramatic interventions in quick succession would be puzzling under any circumstances. The interventions are doubly puzzling because with proxy access, Delaware’s legislature authorized the use of bylaws or charter provisions that Delaware’s courts had banned; while with shareholder litigation, it banned bylaws or charter provisions that the courts had authorized. This Article attempts to unravel the puzzle.

I start with corporate law ...


"What Would Peace In Vietnam Mean For You As An Investor?" Business Executives And The Antiwar Movement, 1967-75, Eric Smith 2017 Illinois Mathematics and Science Academy

"What Would Peace In Vietnam Mean For You As An Investor?" Business Executives And The Antiwar Movement, 1967-75, Eric Smith

Faculty Publications & Research

On May 21, 1968, while the warring parties in Vietnam held peace talks in Paris, twenty-four business executives engaged in a heated exchange with Republican Illinois senator Everett Dirksen in his Washington, D.C., office. As described by the Chicago Daily News reporter Betty Flynn, the fifteenminute meeting began with a plea by the business delegation to a "Republican candidate not persisting in hawkish attitudes" to push for a military withdrawal from Vietnam. The delegation misjudged Dirksen's outlook. Although he was arguably a press favorite, Dirksen was also critical of congressional doves. Insisting that "whether we like it or ...


Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr. 2017 University of Pennsylvania

Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr.

Faculty Scholarship

This paper examines the effects of hedge fund activism and so-called wolf pack activity on the ordinary human beings—the human investors—who fund our capital markets but who, as indirect of owners of corporate equity, have only limited direct power to ensure that the capital they contribute is deployed to serve their welfare and in turn the broader social good.

Most human investors in fact depend much more on their labor than on their equity for their wealth and therefore care deeply about whether our corporate governance system creates incentives for corporations to create and sustain jobs for them ...


Should I Stay Or Should I Go? How Land Use Regulation Impacts Housing Choice, Parker Mallchok 2017 Claremont McKenna College

Should I Stay Or Should I Go? How Land Use Regulation Impacts Housing Choice, Parker Mallchok

CMC Senior Theses

Ideally, land use policies correct for negative externalities. However, the barriers they impose on individuals and communities have serious implications. Existing studies on this topic focus on singular, specific areas because land regulation is determined at the local level and varies extensively across the nation. Furthermore, current housing literature focuses on the “norm” of single family housing. This ignores the changing attitudes toward different types of dwellings. My study examines local regulatory environments across the nation by using Gyourko et al. 2008’s Wharton Residential Land Use Regulation Index, which develops a comparative scale for the otherwise impossibly varied regulatory ...


The Corporate Exploitation Of Fundamental Rights: A Nation Of Arbitration, Melanie A. Carlson 2017 Claremont McKenna College

The Corporate Exploitation Of Fundamental Rights: A Nation Of Arbitration, Melanie A. Carlson

CMC Senior Theses

This thesis is an in-depth discussion and analysis of the alternative dispute resolution process of arbitration in the United States. It begins by providing a basic explanatory overview of arbitration clauses and the arbitration process. It then goes on to highlight the various benefits over traditional court litigation that arbitration has to offer. From there, the paper presents a detailed discussion of the many shortcomings of the arbitration process. It identifies the overall lack of procedural fairness that exists in arbitration today due to the fact that arbitration currently tends to favor businesses over consumers and workers during dispute settlements ...


In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker 2017 University of Pennsylvania Wharton School

In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker

Faculty Publications By Year

A startup's path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees' incentives to pursue gold. If the employees and investors expect the startup to balance the goal of profitability with another goal - the goal of good - the risks are likely to both grow and multiply. They grow to the extent that profits are threatened, and they multiply to the extent that balancing competing goals adds a dimension to the incentive problem. In this Article, we explore contracting ...


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