Open Access. Powered by Scholars. Published by Universities.®

Business Law, Public Responsibility, and Ethics Commons

Open Access. Powered by Scholars. Published by Universities.®

2437 Full-Text Articles 2057 Authors 1066108 Downloads 138 Institutions

All Articles in Business Law, Public Responsibility, and Ethics

Faceted Search

2437 full-text articles. Page 1 of 80.

The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch 2016 University of Pennsylvania Law School

The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch

Jill Fisch

Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”

Delaware law has largely taken ...


Vultures Or Vanguards?: The Role Of Litigation In Sovereign Debt Restructuring, Jill E. Fisch, Caroline M. Gentile 2016 University of Pennsylvania Law School

Vultures Or Vanguards?: The Role Of Litigation In Sovereign Debt Restructuring, Jill E. Fisch, Caroline M. Gentile

Jill Fisch

No abstract provided.


Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan 2016 New York University School of Law

Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan

Jill Fisch

Shareholder voting has become an increasingly important focus of corporate governance, and mutual funds control a substantial percentage of shareholder voting power. The manner in which mutual funds exercise that power, however, is poorly understood. In particular, because neither mutual funds nor their advisors are beneficial owners of their portfolio holdings, there is concern that mutual fund voting may be uninformed or tainted by conflicts of interest. These concerns, if true, hamper the potential effectiveness of regulatory reforms such as proxy access and say on pay. This article analyzes mutual fund voting decisions in uncontested director elections. We find that ...


Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch 2016 University of Pennsylvania Law School

Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch

Jill Fisch

In their forthcoming article, Redesigning the SEC: Does the Treasury Have a Better Idea?, Professors John C. Coffee, Jr., and Hillary Sale offer compelling reasons to rethink the SEC’s role. This article extends that analysis, evaluating the SEC’s responsibility for the current financial crisis and its potential future role in regulation of the capital markets. In particular, the article identifies critical failures in the SEC’s performance in its core competencies of enforcement, financial transparency, and investor protection. The article argues that these failures are not the result, as suggested by the Treasury Department Blueprint, of a balkanized ...


The Peculiar Role Of The Delaware Courts In The Competition For Corporate Charters, Jill E. Fisch 2016 University of Pennsylvania Law School

The Peculiar Role Of The Delaware Courts In The Competition For Corporate Charters, Jill E. Fisch

Jill Fisch

No abstract provided.


The New Federal Regulation Of Corporate Governance, Jill E. Fisch 2016 University of Pennsylvania Law School

The New Federal Regulation Of Corporate Governance, Jill E. Fisch

Jill Fisch

No abstract provided.


The Mess At Morgan: Risk, Incentives And Shareholder Empowerment, Jill E. Fisch 2016 University of Pennsylvania Law School

The Mess At Morgan: Risk, Incentives And Shareholder Empowerment, Jill E. Fisch

Jill Fisch

The financial crisis of 2008 focused increasing attention on corporate America and, in particular, the risk-taking behavior of large financial institutions. A growing appreciation of the “public” nature of the corporation resulted in a substantial number of high profile enforcement actions. In addition, demands for greater accountability led policymakers to attempt to harness the corporation’s internal decision-making structure, in the name of improved corporate governance, to further the interest of non-shareholder stakeholders. Dodd-Frank’s advisory vote on executive compensation is an example.

This essay argues that the effort to employ shareholders as agents of public values and, thereby, to ...


The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan 2016 NYU Law School

The Power Of Proxy Advisors: Myth Or Reality?, Stephen Choi, Jill E. Fisch, Marcel Kahan

Jill Fisch

Recent regulatory changes increasing shareholder voting authority have focused attention on the role of proxy advisors. In particular, greater shareholder empowerment raises the question of how much proxy advisors influence voting outcomes. This Article analyzes the significance of voting recommendations issued by four proxy advisory firms in connection with uncontested director elections. We find, consistent with press reports, that Institutional Shareholder Services (ISS) is the most powerful proxy advisor and that, of the others, only Glass, Lewis & Co. seems to have a meaningful impact on shareholder voting. This Article also attempts to measure the impact of voting recommendations on voting ...


The Scope Of Private Securities Litigation: In Search Of Liability Standards For Secondary Defendants, Jill E. Fisch 2016 University of Pennsylvania Law School

The Scope Of Private Securities Litigation: In Search Of Liability Standards For Secondary Defendants, Jill E. Fisch

Jill Fisch

Recent federal court decisions have struggled to apply the Supreme Court's decision in Central Bank v. First Interstate to determine when outside professionals should be held liable as primary violators under section IO(b) of the Securities Exchange Act. In keeping with the Court's current interpretive methodology, Central Bank and its progeny employ a textualist approach. In this Article, Professor Fisch argues that literal textualism is an inappropriate approach for interpreting the federal securities laws generally and misguided in light of legislative developments post-dating the Central Bank decision. Instead, Professor Fisch advocates an approach that weighs Congress 's ...


The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch 2016 University of Pennsylvania Law School

The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch

Jill Fisch

Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.” Delaware law has largely taken ...


The Securities Analyst As Agent: Rethinking The Regulation Of Analysts, Jill E. Fisch, Hillary A. Sale 2016 University of Pennsylvania Law School

The Securities Analyst As Agent: Rethinking The Regulation Of Analysts, Jill E. Fisch, Hillary A. Sale

Jill Fisch

No abstract provided.


Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch 2016 University of Pennsylvania Law School

Start Making Sense: An Analysis And Proposal For Insider Trading Regulation, Jill E. Fisch

Jill Fisch

No abstract provided.


The Destructive Ambiguity Of Federal Proxy Access, Jill E. Fisch 2016 University of Pennsylvania Law School

The Destructive Ambiguity Of Federal Proxy Access, Jill E. Fisch

Jill Fisch

After almost seventy years of debate, on August 25, 2010, the SEC adopted a federal proxy access rule. This Article examines the new rule and concludes that, despite the prolonged rule-making effort, the new rule is ambiguous in its application and unlikely to increase shareholder input into the composition of corporate boards. More troubling is the SEC’s ambiguous justification for its rule which is neither grounded in state law nor premised on a normative vision of the appropriate role of shareholder nominations in corporate governance. Although the federal proxy access rule drew an unprecedented number of comment letters and ...


Regulatory Responses To Investor Irrationality: The Case Of The Research Analyst, Jill E. Fisch 2016 University of Pennsylvania Law School

Regulatory Responses To Investor Irrationality: The Case Of The Research Analyst, Jill E. Fisch

Jill Fisch

An extensive body of behavioral economics literature suggests that investors do not behave with perfect rationality. Instead, investors are subject to a variety of biases that may cause them to react inappropriately to information. The policy challenge posed by this observation is to identify the appropriate response to investor irrationality. In particular, should regulators attempt to protect investors from bad investment decisions that may be the result of irrational behavior?

This Article considers the appropriate regulatory response to investor irrationality within the concrete context of the research analyst. Many commentators have argued that analyst conflicts of interest led to biased ...


Relationship Investing: Will It Happen And Will It Work?, Jill E. Fisch 2016 University of Pennsylvania Law School

Relationship Investing: Will It Happen And Will It Work?, Jill E. Fisch

Jill Fisch

No abstract provided.


How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch 2016 University of Pennsylvania Law School

How Do Corporations Play Politics? The Fedex Story, Jill E. Fisch

Jill Fisch

No abstract provided.


Fidicuiary Duties And The Analyst Scandals, Jill E. Fisch 2016 University of Pennsylvania Law School

Fidicuiary Duties And The Analyst Scandals, Jill E. Fisch

Jill Fisch

No abstract provided.


From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch 2016 University of Pennsylvania Law School

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

Jill Fisch

No abstract provided.


On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch 2016 NYU Law School

On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch

Jill Fisch

No abstract provided.


Measuring Efficiency In Corporate Law: The Role Of Shareholder Primacy, Jill E. Fisch 2016 University of Pennsylvania Law School

Measuring Efficiency In Corporate Law: The Role Of Shareholder Primacy, Jill E. Fisch

Jill Fisch

The shareholder primacy norm defines the objective of the corporation as maximization of shareholder wealth. Law and economics scholars have incorporated the shareholder primacy norm into their empirical analyses of regulatory efficiency. An increasingly influential body of scholarship uses empirical methodology to evaluate legal rules that allocate power within the corporation. By embracing the shareholder primacy norm, empirical scholars offer normative assessments about regulatory choices based on the effect of legal rules on measures of shareholder value such as stock price, net profits, and Tobin’s Q.

This Article challenges the foundations of using the shareholder primacy norm to judge ...


Digital Commons powered by bepress