Business Administration, Management, and Operations Commons^™

Who Makes Esg? Understanding Stakeholders In The Esg Debate, Matthew Diller, Stephanie Betts, Lorenzo Corte, David M. Silk, Scott V. Simpson, Lisa M. Fairfax, Carmen X. W. Lu, David H. Webber, Leo E. Strine, Jr., Sean J. Griffith

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Eighteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center: Corwin V. Kkr Financial Holdings Llc— An “After-Action Report”, The Honorable Joseph R. Slights Iii, Matthew Diller

Fordham Journal of Corporate & Financial Law

No abstract provided.

Security For Expense Statutes: Easing Shareholder Hopelessness?, Miriam R. Albert

Fordham Journal of Corporate & Financial Law

The quintessential derivative suit is a suit by a shareholder to force the corporation to sue a manager for fraud, which is admittedly an awkward and likely unpleasant endeavor and, according to the Supreme Court, a “remedy born of stockholder helplessness.” Where ownership and control of an enterprise are vested in the same population, the need for a corrective mechanism like a derivative suit is greatly lessened because the owner/managers’ self-interests will arguably guide managerial conduct. But where ownership and control are in separate hands, the incentives change, and managerial conduct may not conform to the owners’ views of the …

List Voting’S Travels: The Importance Of Being Independent In The Boardroom, Maria Lucia Passador

Fordham Journal of Corporate & Financial Law

The life of the law, especially with regard to corporations, is strongly influenced by experience and practice. The board, a living element of corporate law, is therefore one of the most noteworthy aspects to be studied, given its relevant implications and role as the lifeblood of scholarly debates.

This Article offers a novel contribution to the assessment of list voting, a fairly unique Italian system that has been increasingly appreciated by institutional investors. A hand-picked dataset that stretches from 2005 to 2015 shows a positive correlation between minority-appointed directors in the boardroom and dividend payouts. Furthermore, the findings shed light …

The Consumer Financial Protection Bureau: A Novel Agency Design With Familiar Issues, Thomas Arning

Fordham Journal of Corporate & Financial Law

This Note examines the structure of the Consumer Financial Protection Bureau, with a specific focus on its single-director structure. The balance of authority between agencies and the three branches of government has been a point of contention for generations, especially since the early twentieth century. This area of the law became even more contested following the financial crisis in 2008. As part of the response to the perceived abuses that led to the global recession, Congress created the Consumer Financial Protection Bureau, ultimately opting to give it a single director as opposed to a board structure. Proponents of this regime …

Bringing Talent Off The Bench And Into The Game: The Underrepresentation Of Women In The Boardroom, Rachel Orbach

Fordham Journal of Corporate & Financial Law

While women have expanded their footprint in corporate America in recent years, they are still underrepresented in the upper echelons of corporate governance, specifically in boardrooms, which dictate the direction of a company. At the current rate, it will take more than four decades before women’s representation on corporate boards reaches parity with that of men. Women face obstacles that make it difficult to rise in the ranks of corporate America. This can be attributed to numerous factors that collectively burden women with expectations that are at odds with success. These factors include low representation of women in traditional pipelines …

It's Time For A Good Hard Look In The Mirror: The Corporate Law Example, John A. Barrett, Jr.

Fordham Journal of Corporate & Financial Law

This Article asserts that the move from the industrial age to the

information age represents a fundamental change to our society on

such a widespread basis that the legal order must reexamine the

premises about how our society functions, assessing whether

foundational elements of U.S. Common Law remain valid. This

Article first confronts briefly the continuing acceptance of certain

foundational premises in contract and intellectual property law,

illustrating that such premises are no longer supported by the

realities of modern society. With fundamental change challenging

multiple areas of law in the information age, this problem is worthy

of widespread inquiry …

The New Section 1202 Tax-Free Business Sale: Congress Rewards Small Businesses That Survived The Great Recession, Beckett G. Cantley

Fordham Journal of Corporate & Financial Law

On September 27, 2010, President Barack Obama signed the Creating Small Business Jobs Act of 2010 (“SBJA”) that contains a temporary amendment to Internal Revenue Code (“IRC”) § 1202. The amendment permits original shareholders of eligible corporation stock to sell the stock without being taxed on the sale. The temporary amendment initially only applied to certain stock acquired after the enactment of the SBJA and before January 1, 2011, but the amendment was extended on December 17, 2010 for another year ending January 1, 2012. With the impending sunset of the 15% capital gains rate at the end of 2012, …