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The Political Economy Of Knowledge: Navigating Scientometric Enthusiasm Amidst Political And Economic Forces Shaping The Production And Dissemination Of Scientific Knowledge, Maria Cernat

Emancipations: A Journal of Critical Social Analysis

While we witness heightened enthusiasm in certain peripheral areas of scientific production regarding scientometric standards, there are increasingly pressing issues concerning how the ideal of objective and rational science is being called into question. In this article, I contrast the enthusiasm for the "prestige" of top-tier journals with the increasingly urgent problems related to the lack of independence of researchers and scientific research itself in a world dominated by security institutions and corporations. While many authors rush to blame postmodernists for the lack of trust in science, recent studies in the history of science reveal an increased role of security …

Not A Question Was Asked: The Trajectory Of Corporate Accountability In Light Of Officer Exculpation, Joshua E. Eastwood

Georgia Law Review

This Note examines the implications of the 2022 amendments to Delaware’s General Corporation Law— particularly the changes to Section 102(b)(7), which extends exculpation provisions to corporate officers. Previously limited to directors, these provisions now allow corporations to shield officers from personal liability for breaches of duty of care, albeit in a more constrained manner. The expansion raises questions about its necessity and potential impact on corporate law—with particular focus on the remaining accountability mechanisms available to shareholders. Delving into the evolving dynamics of corporate governance, this Note considers the current topography of corporate law: focusing on the roles and interplay …

River Water Regulation In India: The Challenges Of The Entangled State, Mia M. Rahim, Guy C. Charlton, Abhay Kanwar

University of Pennsylvania Asian Law Review

The inland river water regulations in India have become complicated by debates over river ownership, environmental sustainability, native aspirations, and industrial growth. This Article argues that such complexities surrounding the river water regulations inform a “state of entanglement” which cannot be addressed without invoking the unique way the Indian state is embedded within Indian society. This Article suggests that public interest litigation and increased participation for stakeholders and the common people may offer an effective mechanism to overcome the obstacles of the entanglement of state and society in India.

Two Steps Too Far: New Limitations On The Use Of The Texas Two-Step To Resolve Mass Tort Liability In Bankruptcy, Samuel E. Bartz

University of Miami Business Law Review

This paper explores the mechanisms by which companies have utilized corporate restructuring through divisive mergers in conjunction with the available protections and tools of the United States Bankruptcy Code to resolve mass tort liability without placing the entirety of the business under bankruptcy. Popularized in Texas, a divisive merger is a mechanism by which an existing business entity divides itself into two new entities, allocating all pre-existing assets and liabilities to each as they see fit. Although intended to be a means by which to easily sell assets of a business, it has been more popularly used to resolve mass …

Contracting For Social Change, Adam N. Eckart

University of Miami Business Law Review

Throughout history, social change has often been shaped by high profile legislation and through high-stakes litigation. But social change can also be spurred on through private contract, including through the agreements businesses and individuals make with each other every day. Transactional attorneys can promote social change through drafting techniques and choices, including narrative and storytelling techniques, and can use such drafting techniques in order to 1) write better and more complete agreements that are more consistent with business-led social activism already taking place, and 2) influence society by forcing counterparties to evolve on social issues, change industry practice, or foster …

"Say What You Can't" By Nick Oliveri, Nicholas Oliveri

Capstone Projects and Master's Theses

As a writer, Yeorbin both benefited from and competed against artificial intelligence. He shivered a bit but maintained a painful interest in what the video had to say. He thought it ironic that computer scientists were some of the first ones to suffer from artificial intelligence’s jet sweep of human labor. They’re supposed to be the anointed ones. Software engineers are supposed to be the ones with the guaranteed jobs. What’s happening?

The Hidden Scams In Business & Finance, Jake Patten, Carter Harrell, Claude Auguste, Sheldon Jerome Downing Ii

ENGL 1102 Showcase

For our research papers, we chose to look into different kinds of scams lurking in the business world, and how they can affect businesses and society as a whole. There are hundreds of different scams at any given time, but we decided to focus on lesser-known scams that the majority of people don't even think about. These scams include rigged casinos, charity fraud, business email compromise, and embezzlement within smaller businesses.

We chose this topic in an attempt to bring more attention to the criminal side of the business world that people otherwise see as harmless. Especially with the recent …

Uncomplicating The Complicated: The Definition Of Life, Jennifer S. Primatic

Honors College Theses

The issue of defining life has long been debated by biologists and philosophers alike, but the issue surrounding it has been that the definition is overcomplicated and attempts to include so many definitions from previous scientific discussions. The proposed definition is– a living thing consists of an organic entity which, taken out of the ideal condition, will work toward sustaining itself without outside influence. This definition addresses many issues present in the previous definition, while also including organic entities which should be considered alive.

“Making The Bed”: Challenging Ideologies Of Ownership, Nonlocality, And Romanticism In The Age Of The Anthropocene, Ainsley P. Foster

Belmont University Research Symposium (BURS)

The current Age of the Anthropocene marks a recent and rapid transition into a period in climate history that is notably defined by human impact. Modern Western sentiments of grief, frustration, and romanticism as a result of the interplay between domestic and corporate spaces seem to culminate in an overall attitude of apathy and acceptance of the Age of the Anthropocene. Various art forms collaborate to create the current conversation of the causatory and reactionary relationship that humans have with the Anthropocene, offering interpretations of how individuals and corporations view ownership of and responsibilities to the environment. There is a …

Nonprofits Should Adopt A User-Centric Change Model To Scale Corporate Environmental Action Faster, Doug Miller

Journal of Nonprofit Innovation

Pollution levels and ecosystem degradation continue to worsen, suggesting the insufficiency of current approaches to reverse these problematic trends. For environmental nonprofits, the current theory of change revolves around developing techno-economic analysis about environmental problems and available solutions, building public awareness around this analysis, and motivating decision makers to set goals. Given present environmental realities and the limited success of their current theory of change, environmental nonprofits should transform how they execute their work, what they produce, and how they coordinate with each other. Instead, nonprofits should begin putting the user—business decision makers as well as policymakers—front and center as …

The Private Abridgment Of Free Speech, Erin L. Miller

William & Mary Bill of Rights Journal

This Article challenges the orthodoxy that First Amendment speech rights can bind only the state. I argue that the primary justification for the freedom of speech is to protect fundamental interests like autonomy, democracy, and knowledge from the kind of extraordinary power over speech available to the state. If so, this justification applies with nearly equal force to any private agents with power over speech rivaling that of the state. Such a class of private agents, which I call quasi-state agents, turns out to be a live possibility once we recognize that state power is more limited than it seems …

The Corporate Right To Bear Arms, Robert E. Wagner

William & Mary Business Law Review

The ability of a corporation to exercise constitutional protections has been rife with uncertainty and change since the conception of corporate rights came into existence. The history and rapid development of the corporation, combined with the misapplied and misunderstood “corporate personhood” theory, have resulted in an almost unintelligible hodgepodge of corporate constitutional applications. Similarly, the concept of the right to bear arms has equally been muddled and applied very differently at varying times and locations since before the establishment of the Second Amendment. This Article attempts to clarify how an alternative to the “corporate personhood” theory, namely the “purpose” theory …

Racial Targets, Atinuke O. Adediran

Faculty Scholarship

It is common scholarly and popular wisdom that racial quotas are illegal. However, the reality is that since 2020’s racial reckoning, many of the largest companies have been touting specific, albeit voluntary, goals to hire or promote people of color, which this Article refers to as “racial targets.” The Article addresses this phenomenon and shows that companies can defend racial targets as distinct from racial quotas, which involve a rigid number or proportion of opportunities reserved exclusively for minority groups. The political implications of the legal defensibility of racial targets are significant in this moment in American history, where race …

Incorporating Unicorns: An Empirical Analysis, Anat Alon-Beck

Faculty Publications

There is a growing concern among regulators and academics about how to regulate unicorns - entities large enough to have a public impact yet remaining in the private domain. An examination of corporate charters within a selected sample of unicorn firms reveals an important finding: 97% of these entities are incorporated in Delaware. This concentration provides Delaware with significant leverage to shape regulatory frameworks, especially concerning the protection of parties who may lack the ability to safeguard their interests through contractual means.

This groundbreaking discovery on the dominance of Delaware showcases a substantial deviation from incorporation trends in other business …

Biopiracy: Using New Laws And Databases To Protect Indigenous Communities, Cleo-Symone Scott

Law Student Publications

Indigenous people have a historical link to those who inhabited a country or region at the time when people of different cultures or origins arrived. Traditionally, indigenous people have a special relationship with their ancestral environments. But their way of living has long been under threat. The land that indigenous people live on is home to over 80% of our planet’s biodiversity, but it continues to be appropriated and plundered due to bioprospecting or, as some call it, biopiracy. Bioprospecting is defined as “the exploration and information gathering of genetic and biochemical material to develop commercial products.” While innovation is …

Enforcing International Human Rights Law Against Corporations, Barnali Choudhury

All Papers

International human rights law is generally thought to apply directly to states, not to corporations since the latter is not a subject of international law. Some domestic courts are, however, enforcing these norms against corporations in domestic settings. Canadian courts have, for instance, recognized that corporations can be liable for breach of customary international law norms while UK courts have enforced international human rights norms indirectly against corporations relying on a combination of domestic corporate and tort law.

At the same time, some states are choosing to enforce international human rights norms against corporations using regulatory initiatives. These initiatives, known …

Private Sector Participants In International Rulemaking: Governance Models, Melinda (M.J.) Durkee

Scholarship@WashULaw

International organizations seeking to develop a principled approach to stakeholder participation in rulemaking processes should consider for-profit stakeholders, which can be influential participants. This chapter evaluates potential governance models for their effectiveness in facilitating the benefits and restraining the harms of for-profit influence in rulemaking processes, recommending a balanced approach. A successful governance model should also acknowledge that for-profit stakeholders can use a variety of channels to communicate their input, including individual business entities, trade and industry associations, other non-governmental groups, academics and think tanks, and domestic officials. Because of these sometimes invisible links between for-profit actors and other kinds …

The Ambivalent Logics Of Business Representation In International Organizations, Melinda (M.J.) Durkee

Scholarship@WashULaw

The United Nations and its bodies have 'opened up' to a broad range of non-state actors over the last three decades, including for-profit actors and their representatives. The shift is reflected in the UN's sustainable development goals and the Global Compact, emphasizing public-private partnerships; in greater participation of corporations at treaty conferences; in trade group roles as observers at organizations; and in multi-stakeholder projects. Yet international organizations have generally not developed robust responses to legitimacy concerns about businesses becoming closely involved in lawmaking and governance projects. These concerns focus on interest group capture, entrenchment of western economic elites, creeping privatization, …

The Chicago School’S Coasean Incoherence, Madison Condon

Faculty Scholarship

This comment traces the divergent legal academic interpretations of the Chicago School's Ronald Coase and where their influence lands--revealing the law’s inconsistent conception of just what a corporation is or should be. By following Alyssa Battistoni's investigation of the origin of the "externality," we can see the late 60s and early 1970s as a pivotal era. People were waking up to the collective costs of industrialization and pushing back against corporate power. Against this democratic wave, the writings of the Chicago School worked to separate one human person into her different roles in the economy—consumer, worker, shareholder. They used the …

Brand Activism And Democratic Legitimacy: Exploring Pitfalls Through A Habermasian Analysis, Roxan Degeyter

Emancipations: A Journal of Critical Social Analysis

Brand activism has emerged as a prominent practice among corporations, as they publicly take a stand on contentious socio-political issues such as gender inequality, climate change, or discrimination, often through advertising. While extensive research has been conducted on the impact of brand activism as a marketing tool, examining its effects on sales, brand image, consumer attitudes, and authenticity, only a limited number of studies have studied its influence on public debate and processes of democratic legitimation. The latter have portrayed brand activism as an empowering force for the supported social movements, the public sphere, and democratic legitimacy, largely ignoring the …

What Do We Know About Shareholders' Potential To Solve Environmental And Social Problems?, Bryce C. Tingle

Georgia Law Review

Securities regulators around the world are attempting to assist socially conscious shareholders in driving changes in the way corporate America operates. At a time when legislative solutions to some of our most pressing social and environmental problems seem far away, many market actors have come to hope that shareholders can succeed in regulating and reforming corporate practices.

This paper summarizes the empirical evidence regarding the behavior of shareholders with explicit ESG mandates, the difficulties outsiders experience in evaluating ESG performance, and the outcomes generated by the limited tools available to shareholders under corporate law. It concludes there is little evidence …

Book Review: Kings, Conquerors, Psychopaths: From Alexander To Hitler To The Corporation, Tim Bakken

Genocide Studies and Prevention: An International Journal

The book Kings, Conquerors, Psychopaths is a survey of a vast amount of human wrongdoing. It lays bare the motivations of aggressors who wish to subjugate nations or groups of people and corporate executives and government bureaucrats who make discretionary decisions that harm people. Along with cataloging mass killings by despots and soldiers, the book includes stories about Ponzi-schemers and the deaths of automobile drivers and passengers who were killed by vehicle defects known to the manufacturer. The book posits that “[p]owerful, elite forces are trying to force us backward toward a non-democratic state, one where power, wealth, and prerogative …

Contentious Consultations: Black Communities, Corporate Experts, And The Constitutional Court In Colombia’S Coal Region, Emma Banks

Faculty Journal Articles

Across the Global South, corporations and governments are displacing Indigenous and Afro-descendant groups in the name of development and economic advancement. International norms guarantee these communities the right to consultation over extractive projects that impact their traditional territories. Ethnic rights laws create spaces for communities to hold corporations accountable for their suffering; the same laws can also allow corporations to co-opt the process. Using a case study from Colombia, I argue that two Black communities filed a petition to seek reparations for a wide range of harms caused by mining yet found themselves on trial over whether they were really …

The Corporation As A Chartered Government, David Ciepley

Hofstra Law Review

The article focuses on reevaluating the historical role of corporations, highlighting their original purpose of improving governance rather than just liability protection or property management. It explores how early scholars saw corporations as entities with legislative authority. It further argues for returning to this governmental perspective, shedding new light on corporate history and their connection to constitutional government.

The Bankruptcy Of Purdue Pharma In The Wake Of Big Tobacco, Jacob Hedgpeth

University of Colorado Law Review Forum

Two distinct public health crises shook the United States from 1954 to 2023: nicotine addiction from tobacco products, and opioid addiction starting with Purdue Pharmaceutical’s OxyContin. These crises resulted in millions of deaths and immense costs to the country as a whole. The nicotine crisis ended in a national settlement against four major tobacco manufacturers, which yielded hundreds of millions of dollars for those harmed by these products. The owners of Purdue, however, opted for bankruptcy instead of settlement, keeping the majority of the money made from OxyContin for Purdue’s owners, the Sackler family.

These four tobacco giants and Purdue …

The Article Iii "Party" And The Originalist Case Against Corporate Diversity Jurisdiction, Mark Moller, Lawrence B. Solum

William & Mary Law Review

Federal courts control an outsize share of big-ticket corporate litigation. And that control rests, to a significant degree, on the Supreme Court’s extension of Article III’s Diversity of Citizenship Clause to corporations. Yet, critics have questioned the constitutionality of corporate diversity jurisdiction from the beginning.

In this Article and a previous one, we develop the first sustained critique of corporate diversity jurisdiction.

Our previous article demonstrated that corporations are not “citizens” given the original meaning of that word. But we noted this finding alone doesn’t sink general corporate diversity jurisdiction. The ranks of corporate shareholders include many undoubted “citizens.” And …

The Disembodied First Amendment, Nathan Cortez, William M. Sage

Faculty Scholarship

First Amendment doctrine is becoming disembodied—increasingly detached from human speakers and listeners. Corporations claim that their speech rights limit government regulation of everything from product labeling to marketing to ordinary business licensing. Courts extend protections to commercial speech that ordinarily extended only to core political and religious speech. And now, we are told, automated information generated for cryptocurrencies, robocalling, and social media bots are also protected speech under the Constitution. Where does it end? It begins, no doubt, with corporate and commercial speech. We show, however, that heightened protection for corporate and commercial speech is built on several “artifices” - …

Anticompetitive Corporate Spin-Offs, Alexa Rosen Grealis

University of Miami Business Law Review

Section 355 of the Internal Revenue Code allows corporations to “spin-off” parent-controlled businesses tax-free. Traditionally an important tool for divestitures and restructurings with U.S. tax consequences, recent trends suggest section 355 is also of interest to firms facing US antitrust consequences. Statements and maneuvering by some such companies indicate firms are considering spinning-off businesses to avert liability and ‘break up’ on their own terms. Despite widespread renewed interest in using antitrust laws to break up large corporations, the antitrust implications of corporate spin-offs have thus far escaped scholarly notice and scrutiny.

This Note posits that it is a mistake to …

Reforming Shareholder Claims In Isds, Julian Arato, Kathleen Claussen, Jaemin Lee, Giovanni Zarra

Articles

ISDS stands alone in empowering shareholders to bring claims for reflective loss (SRL) – meaning claims over harms allegedly inflicted upon the company, but which somehow affect share value. National systems of corporate law and public international law regimes generally bar SRL claims for strong policy reasons bearing on the efficiency and fairness of the corporate form. Though not necessitated by treaty text, nor beneficial in policy terms, ISDS tribunals nevertheless allow shareholders broad and regular access to seek relief for reflective loss. The availability of SRL claims in ISDS ultimately harms States and investors alike, imposing surprise ex post …

Zeroing In On Net-Zero: From Soft Law To Hard Law In Corporate Climate Change Pledges, Daniel C. Esty, Nathan De Arriba-Sellier

University of Colorado Law Review

One hundred and ninety-seven nations endorsed a target of net-zero greenhouse gas (GHG) emissions by midcentury in the 2021 Glasgow Climate Pact. As countries around the world have begun to develop their plans for deep decarbonization, it has become evident that the private sector will need to deliver much of what is required for the transition to an environmentally sustainable economy. The commitment to net-zero emissions by the year 2050 has therefore cascaded to the corporate world, leading hundreds of major companies to make their own net-zero GHG pledges. What constitutes a meaningful net-zero corporate pledge, however, remains unclear—and what …