Business Commons^™

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 …

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 …

The Supreme Court And The Pro-Business Paradox, Elizabeth Pollman

All Faculty Scholarship

One of the most notable trends of the Roberts Court is expanding corporate rights and narrowing liability or access to justice against corporate defendants. This Comment examines recent Supreme Court cases to highlight this “pro-business” pattern as well as its contradictory relationship with counter trends in corporate law and governance. From Citizens United to Americans for Prosperity, the Roberts Court’s jurisprudence could ironically lead to a situation in which it has protected corporate political spending based on a view of the corporation as an “association of citizens,” but allows constitutional scrutiny to block actual participants from getting information about …

Just Say Yes? The Fiduciary Duty Implications Of Directorial Acquiescence, Lisa Fairfax

All Faculty Scholarship

The rise in shareholder activism is one of the most significant recent phenomena in corporate governance. Shareholders have successfully managed to enhance their power within the corporation, and much of that success has resulted from corporate managers and directors voluntarily acceding to shareholder demands. Directors’ voluntary acquiescence to shareholder demands is quite simply remarkable. Remarkable because most of the changes reflect policies and practices that directors have vehemently opposed for decades, and because when opposing such changes directors stridently insisted that the changes were not in the corporation’s best interest. In light of that insistence, and numerous statements from directors …

Reconsidering The Evolutionary Erosion Account Of Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

This Article reconsiders the dominant account of corporate law’s duty of loyalty, which asserts that the courts have steadily relaxed standards of fiduciary scrutiny applied to self-dealing by corporate managers across more than a century of history—to the great detriment of the shareholder interest. The account originated in Harold Marsh, Jr.’s foundational article, Are Directors Trustees? Conflicts of Interest and Corporate Morality, published in The Business Lawyer in 1966. Marsh’s showing of historical lassitude has been successfully challenged in a recent book by Professor David Kershaw. This Article takes Professor Kershaw’s critique a step further, asking whether the evolutionary …

Corporations And The American Polity, Patrick Labossiere

Student Theses and Dissertations

Research on corporate communications’ effects on politics presents an acknowledgement of a relationship between the two topics, leaving a void in the explanation and examination of this topic. The void presents an opening to introduce a conceptual process for how corporations are able to craft communications to influence the American Polity, the democratic social organization within the United States. This research begins with a historical review of how corporations gain prominence in American society, capturing the ability to participate in the democratic social organization of the polity. A qualitative analysis of several conceptual frameworks serves as data, to establish an …

Advancing U.S. Latino Entrepreneurship: A New National Economic Imperative, Marlene Orozco, Alfonso Morales, Michael J. Pisani, Jerry I. Porras

Purdue University Press Books

Advancing U.S. Latino Entrepreneurship examines business formation and success among Latinos by identifying arrangements that enhance entrepreneurship and by understanding the sociopolitical contexts that shape entrepreneurial trajectories. While it is well known that Latinos make up one of the largest and fastest growing populations in the U.S., Latino-owned businesses are now outpacing this population growth and the startup business growth of all other demographic groups in the country.

The institutional arrangements shaping business formation are no level playing field. Minority entrepreneurs face racism and sexism, but structural barriers are not the only obstacles that matter; there are agentic barriers and …

Corporate Social Responsibility (Csr) Programs In Philippine Libraries, Joseph Marmol Yap, Martin Julius Villangca Perez, Elijah John Fernando Dar Juan

Library Philosophy and Practice (e-journal)

Libraries are sometimes the least priority of a public school, a state university, a local government unit or an enterprise. With the efforts of its administrators and help of the innovative librarians, these libraries could solicit book donations and other information products, collaterals, library equipment and furniture if they have the right contact person – the CSR managers from the generous donors. More often than not, these libraries try to squeeze in the meager funds they get from their institutions and try to work it out based from their day-to-day needs.

This paper presents 14 organizations / corporations that are …

Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Jr.

All Faculty Scholarship

To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S. corporations with the interests of working Americans who must put their hard-earned savings in mutual funds in their 401(k) and 529 plans. The proposal would achieve this through a series of measured, coherent changes to current laws and regulations, including: requiring not just operating companies, but institutional investors, to give appropriate consideration to and make …

The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky

All Faculty Scholarship

The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of the agency problem has surfaced—the reverse agency problem. The surge in criminal investigations against corporations, combined with the rising popularity of settlement mechanisms including Pretrial Diversion Agreements (PDAs), and corporate plea agreements, has led corporations to sacrifice directors and officers in order to reach settlements …

“Because I Care I Risk”: How Ceo Free Market Orientation Affects The Extent And Type Of Income Smoothing, Mirzokhidjon S. Abdurakhmonov

Graduate Theses and Dissertations

The executive political ideology literature suffers from a lack of conceptual clarity because social and economic issues are conflated. This has created an inconsistency in empirical findings with the theoretical predictions of the political ideology construct. In this dissertation, I identify a distinct economic component, free market orientation, based on support for economic individualism, competition, and property rights to reconcile these inconsistencies. Specifically, I argue that these indicators of free market orientation will have a unique impact on the way executives run their organizations. I develop a novel scale that measures CEO economic values that I term free market orientation …

Corporate Disobedience, Elizabeth Pollman

All Faculty Scholarship

Corporate law has long taken a dim view of corporate lawbreaking. Corporations can be chartered only for lawful activity. Contemporary case law characterizes intentional violations of law as a breach of the fiduciary duties of good faith and loyalty. While recognizing that rule breaking raises significant social and moral concerns, this Article suggests that corporate law and academic debate have overlooked important aspects of corporate disobedience. This Article provides an overview of corporate disobedience and illuminates the role that it has played in entrepreneurship and legal change. Corporations violate laws for a variety of reasons, including as part of efforts …

Journeys Through Rough Country: An Ethnographic Study Of Blind Adults Successfully Employed In American Corporations, Kirk Adams

Antioch University Dissertations & Theses

Blind and visually impaired people in the United States face a dire employment situation within professional careers and corporate employment. The purpose of this research study was to gain insights into the phenomenon of employment of blind people through analyzing the lived experience of successfully employed blind adults through ethnographic interviews. Previous research has shown that seven out of ten blind adults are not in the workforce, that a large percentage of those who are employed consider themselves underemployed, and that these numbers have not improved over time. Missing from previous research were insights into the conditions leading to successful …

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

All 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 constrain …

Before International Tax Reform, We Need To Understand Why Firms Invert, Michael S. Knoll

All Faculty Scholarship

A wave of corporate inversions by U.S. firms over the past two decades has generated substantial debate in academic, business, and policy circles.

The core of the debate hinges on a couple of key economic questions: Do U.S. tax laws disadvantage U.S.-domiciled companies relative to their foreign competitors? And, if so, do inversions improve the competitiveness of U.S. multinational firms both abroad and at home?

There is unfortunately little, if any, empirical work directly determining whether U.S.-based MNCs are currently tax-disadvantaged compared to their foreign rivals, or measuring the amount by which (if any) U.S.-based MNCs improve their competitive position …

A Comparative Analysis Of The Organizational Effectiveness Of Three Korea Land And Housing Corporation Construction Field Groups, Jachoon Koo

MPA/MPP/MPFM Capstone Projects

The purpose of this study is to propose a performance evaluation method (organizational effectiveness value) that is most suitable for LH field organizations and to suggest an improvement plan by comparing and analyzing the results from organizational perspective.

I compared and contrasted three LH construction fields. The following is my research findings: First, the main factors which determine successful or unsuccessful field are organizational cohesion and inter-organizational communication. Mutual communication of field groups affects the quality more, if the field conditions are difficult. Second, if field groups fail to cohere and communicate, it is likely to lead to low performance …

Regulatory Entrepreneurship, Elizabeth Pollman, Jordan M. Barry

All Faculty Scholarship

This Article examines what we term “regulatory entrepreneurship” — pursuing a line of business in which changing the law is a significant part of the business plan. Regulatory entrepreneurship is not new, but it has become increasingly salient in recent years as companies from Airbnb to Tesla, and from DraftKings to Uber, have become agents of legal change. We document the tactics that companies have employed, including operating in legal gray areas, growing “too big to ban,” and mobilizing users for political support. Further, we theorize the business and law-related factors that foster regulatory entrepreneurship. Well-funded, scalable, and highly connected …

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

All 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 doctrine, and find …

Appraising Merger Efficiencies, Herbert J. Hovenkamp

All Faculty Scholarship

Mergers of business firms violate the antitrust laws when they threaten to lessen competition, which generally refers to a price increase resulting from a reduction in output. However, a merger that threatens competition may also enable the post-merger firm to reduce its costs or improve its product. Attitudes toward mergers are heavily driven by assumptions about efficiency gains. If mergers of competitors never produced efficiency gains but simply reduced the number of competitors, a strong presumption against them would be warranted. We tolerate most mergers because of a background, highly generalized belief that most or at least many produce cost …

Attitudes Toward And Behavioral Intentions To Adopt Mobile Marketing: Comparisons Of Gen Y In The United States, France And China, Rebecca Wells, Catherine E. Kleshinski, Terence Lau

Terence Lau

The rapid global diffusion of mobile marketing makes it increasingly important to understand cross-­‐cultural consumer attitudes and behavioral intentions toward mobile marketing as a promotional channel. By building on the previously published research of Altuna and Konuk (2009), this work investigates the attitudes and behavioral intentions toward mobile marketing of Generation Y consumers in the United States, France, and China. Based on this analysis, Chinese Gen Y have the most positive attitude toward mobile marketing, and their overall attitude is significantly more positive than the attitudes of French and American Gen Y groups. While American Gen Y's behavioral intentions are …

Institutional Investors In Corporate Governance, Edward B. Rock

All Faculty Scholarship

This chapter of the Oxford Handbook on Corporate Law and Governance examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. I approach these topics through asking what lessons we can draw from the U.S. experience for the E.U.’s 2014 proposed amendments to the Shareholder Rights Directive.

I begin by defining the institutional investor category, and summarizing the growth of institutional investors’ equity holdings over time. I then briefly survey how institutional investors themselves are governed and how they organize share voting. This leads me to two central …

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

All Faculty Scholarship

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 inculcate corporate …

Rediscovering Corporate Governance In Bankruptcy, David A. Skeel Jr.

All Faculty Scholarship

In this Essay on Lynn LoPucki and Bill Whitford’s corporate reorganization project, written for a symposium honoring Bill Whitford, I begin by very briefly describing its historical antecedents. The project draws on the insights and perspectives of two closely intertwined traditions: the legal realism of 1930s, whose exemplars included William Douglas and other participants in the SEC study; and the law in action movement at the University of Wisconsin. In Section II, I briefly survey the key contributions of the corporate governance project, which punctured the then-conventional wisdom about the treatment of shareholders in bankruptcy, managers’ principal allegiance, and many …

Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.

All Faculty Scholarship

The newest addition to the spate of recent theories of comparative corporate governance is Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, an important new book by Christopher Bruner. Focusing on the U.S., the U.K., Canada and Australia, Bruner argues that the robustness of the country’s social welfare system is the key determinant of the extent to which its corporate governance is shareholder-centered. This explains why corporate governance is so shareholder-oriented in the United Kingdom, which has universal healthcare and generous unemployment benefits, while shareholders’ powers are more attenuated in the United States, with its …

Symbolic Corporate Governance Politics, Marcel Kahan, Edward B. Rock

All Faculty Scholarship

How are we to understand the persistent gap between rhetoric and reality that characterizes so much of corporate governance politics? In this Article, we show that the rhetoric around a variety of high profile corporate governance controversies (including shareholder proposals asking boards to redeem poison pills, proxy access, majority voting in director elections, and shareholder proposals to remove supermajority voting requirements) cannot be justified by the material interests at stake. At the same time, shareholder activists are oddly reluctant to pursue issues that may have a more material impact, such as anti-pill charter provisions or mandatory bylaw amendments. We consider …

Voice Without Say: Why Capital-Managed Firms Aren’T (Genuinely) Participatory, Justin Schwartz

Justin Schwartz

Why are most capitalist enterprises of any size organized as authoritarian bureaucracies rather than incorporating genuine employee participation that would give the workers real authority? Even firms with employee participation programs leave virtually all decision-making power in the hands of management. The standard answer is that hierarchy is more economically efficient than any sort of genuine participation, so that participatory firms would be less productive and lose out to more traditional competitors. This answer is indefensible. After surveying the history, legal status, and varieties of employee participation, I examine and reject as question-begging the argument that the rarity of genuine …

Seattle's Seafaring Siren: A Cultural Approach To The Branding Of Starbucks, Briana Kauffman

Masters Theses

Many corporate brands tend to be built on a strong foundation of culture, but very minimal research seems to indicate a thorough analysis of the role of an organizational's culture in its entirety pertaining to large corporations. This study analyzed various facets of Starbucks Coffee Company through use of the cultural approach to organizations theory in order to determine if the founding principles of Starbucks are evident in their organizational culture. Howard Schultz' book "Onward" was analyzed and documented as the key textual artifact in which these principles originated. Along with these principles, Starbucks' Website, Facebook, Twitter and YouTube page …

Striking The Right Balance: Investor And Consumer Protection In The New Financial Marketplace: Introduction, Lisa Fairfax, Arthur E. Wilmarth Jr

All Faculty Scholarship

On March 2, 2012, The George Washington University Law School's Center for Law, Economics & Finance and The George Washington Law Review jointly hosted a symposium entitled "Striking the Right Balance: Investor and Consumer Protection in the New Financial Marketplace."' The symposium focused on two principal topics. First, participants analyzed the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") on investors and consumers in three areas of federal regulation-securities markets, derivatives markets, and consumer financial products. Second, the symposium evaluated the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") on its tenth anniversary and considered whether Sarbanes-Oxley's legacy might …

Neoliberalism And The Law: How Historical Materialism Can Illuminate Recent Governmental And Judicial Decision Making, Justin Schwartz

Justin Schwartz

Neoliberalism can be understood as the deregulation of the economy from political control by deliberate action or inaction of the state. As such it is both constituted by the law and deeply affects it. I show how the methods of historical materialism can illuminate this phenomenon in all three branches of the the U.S. government. Considering the example the global financial crisis of 2007-08 that began with the housing bubble developing from trade in unregulated and overvalued mortgage backed securities, I show how the repeal of the Glass-Steagall Act, which established a firewall between commercial and investment banking, allowed this …

Mandating Board-Shareholder Engagement?, Lisa Fairfax

All Faculty Scholarship

This Article not only argues that corporations must be encouraged to enhance the level of communication between shareholders and the board, but also maintains that the benefits of increased engagement are significant enough that we should consider developing standards for incentivizing, if not mandating, more robust board-shareholder engagement for corporations that fail to respond to such encouragement. In the last several years, shareholders not only have gained increased authority over corporate elections and governance matters, but also have demonstrated a willingness to use that authority to challenge, and even reject, management policies and practices. Shareholders also have begun to demand …