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Business Law, Public Responsibility, and Ethics Commons

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Articles 1 - 11 of 11

Full-Text Articles in Business Law, Public Responsibility, and Ethics

The Dystopian Potential Of Corporate Law, D. Gordon Smith Dec 2008

The Dystopian Potential Of Corporate Law, D. Gordon Smith

Faculty Scholarship

The community of corporate law scholars in the United States is fragmented. One group, heavily influenced by economic analysis of corporations, is exploring the merits of increasing shareholder power vis-a-vis directors. Another group, animated by concern for social justice, is challenging the traditional, shareholder-centric view of corporate law, arguing instead for a model of stakeholder governance. The current disagreement within corporate law is as fundamental as in any area of law, and the debate is more heated than at any time since the New Deal. This paper is part of a debate on the audacious question, Can Corporate Law Save …


Tercer Congreso Nacional De Organismos Públicos Autónomos, Bruno L. Costantini García Jun 2008

Tercer Congreso Nacional De Organismos Públicos Autónomos, Bruno L. Costantini García

Bruno L. Costantini García

Tercer Congreso Nacional de Organismos Públicos Autónomos

"Autonomía, Reforma Legislativa y Gasto Público"


Agency Costs, Charitable Trusts, And Corporate Control: Evidence From Hershey's Kiss-Off, Jonathan Klick, Robert H. Sitkoff May 2008

Agency Costs, Charitable Trusts, And Corporate Control: Evidence From Hershey's Kiss-Off, Jonathan Klick, Robert H. Sitkoff

All Faculty Scholarship

In July 2002 the trustees of the Milton Hershey School Trust announced a plan to diversify the Trust’s investment portfolio by selling the Trust’s controlling interest in the Hershey Company. The Company’s stock jumped from $62.50 to $78.30 on news of the proposed sale. But the Pennsylvania Attorney General, who was then running for governor, opposed the sale on the ground that it would harm the local community. Shortly after the Attorney General obtained a preliminary injunction, the trustees abandoned the sale and the Company’s stock dropped to $65.00. Using standard event study methodology, we find that the sale announcement …


Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa Fairfax Apr 2008

Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa Fairfax

All Faculty Scholarship

Shareholder democracy - efforts to increase shareholder power within the corporation - appears to have come of age, both within the United States and abroad. In the past few years, U.S. shareholders have worked to strengthen their voice within the corporation by seeking to remove perceived impediments to their voting authority. These impediments include classified boards, the plurality standard for board elections, and the inability to nominate directors on the corporation's ballot. Shareholders' efforts have also extended to seeking a voice on the compensation of corporate officers and directors. Advocates of shareholder democracy believe that such efforts are critical to …


Transnational Corporations (Tncs) And The Effective Implementation Of Social And Economic Rights: Current And Prospective Avenues, Analia Marsella Feb 2008

Transnational Corporations (Tncs) And The Effective Implementation Of Social And Economic Rights: Current And Prospective Avenues, Analia Marsella

Analia Marsella Sende

In this Essay, I explain the role and impact of transnational corporations in the process of development and implementation of economic and social rights at a global scale and identify the solutions that I regard as plausible. I do so from an international human rights perspective that integrates both the legal and non-legal approaches. I concentrate on the international aspects of legalization, adjudication, and policy making. First, I analyze social and economic rights in the current context, the old and most recent understandings, and the challenges posed by the phenomenon of globalization together with the rising of corporations in the …


On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen Choi, Jill E. Fisch Jan 2008

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

All Faculty Scholarship

No abstract provided.


The Managerial Turn In Environmental Policy, Cary Coglianese Jan 2008

The Managerial Turn In Environmental Policy, Cary Coglianese

All Faculty Scholarship

No abstract provided.


Understanding The ‘Corporate’ In Corporate Social Responsibility, Barak D. Richman, Aaron K. Chatterji Jan 2008

Understanding The ‘Corporate’ In Corporate Social Responsibility, Barak D. Richman, Aaron K. Chatterji

Faculty Scholarship

No abstract provided.


A View Of The Dutch Ipo Cathedral, Peter B. Oh Jan 2008

A View Of The Dutch Ipo Cathedral, Peter B. Oh

Articles

This is the Keynote Address for "IPOs and the Internet Age: The Case for Updated Regulations," a symposium held at The Ohio State University Michael E. Moritz College of Law. Initial public offerings ("IPOs") are an exercise in asymmetrical valuation. One mechanism for bridging these asymmetries is a private financial intermediary to conduct price discovery by meeting with preferred investors. An alternate mechanism is an auction, such as a descending-bid or Dutch procedure, to conduct price discovery by soliciting bids from all prospective investors. Recent disenchantment with the relationship between issuers and intermediaries has prompted some to hail (online) auction-based …


Private Equity's Three Lessons For Agency Theory, William W. Bratton Jan 2008

Private Equity's Three Lessons For Agency Theory, William W. Bratton

All Faculty Scholarship

No abstract provided.


Making The Corporation Safe For Shareholder Democracy, Lisa Fairfax Jan 2008

Making The Corporation Safe For Shareholder Democracy, Lisa Fairfax

All Faculty Scholarship

This article considers the effect that increased shareholder activism may have on non-shareholder corporate stakeholders such as employees and consumers. One of the most outspoken proponents of increased shareholder power has argued that such increased power could have negative repercussions for other corporate stakeholders because it would force directors to focus on profits without regard to other interests. This article critically examines that argument. The article acknowledges that increased shareholder power may benefit some stakeholders more than others, and may have some negative consequences. However, this article demonstrates that shareholders not only have interests that align with other stakeholders, but …