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Business Law, Public Responsibility, and Ethics Commons™
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- Seattle University School of Law (18)
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Articles 1 - 30 of 39
Full-Text Articles in Business Law, Public Responsibility, and Ethics
Stakeholderism, Corporate Purpose, And Credible Commitment, Lisa Fairfax
Stakeholderism, Corporate Purpose, And Credible Commitment, Lisa Fairfax
All Faculty Scholarship
One of the most significant recent phenomena in corporate governance is the embrace, by some of the most influential actors in the corporate community, of the view that corporations should be focused on furthering the interests of all corporate stakeholders as well as the broader society. This stakeholder vision of corporate purpose is not new. Instead, it has emerged in cycles throughout corporate law history. However, for much of that history—including recent history—the consensus has been that stakeholderism has not achieved dominance or otherwise significantly influenced corporate behavior. That honor is reserved for the corporate purpose theory that focuses on …
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
All Faculty Scholarship
The conventional view of corporate governance is that it is a neutral set of processes and practices that govern how a company is managed. We demonstrate that this view is profoundly mistaken: in the United States, corporate governance has become a “system” composed of an array of institutional players, with a powerful shareholderist orientation. Our original account of this “corporate governance machine” generates insights about the past, present, and future of corporate governance. As for the past, we show how the concept of corporate governance developed alongside the shareholder primacy movement. This relationship is reflected in the common refrain of …
Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel
Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel
All Faculty Scholarship
With increased calls from investors, legislators, and academics for corporations to consider employee, environmental, social, and governance factors (“EESG”) when making decisions, boards and managers are struggling to situate EESG within their existing reporting and organizational structures. Building on an emerging literature connecting EESG with corporate compliance, this Essay argues that EESG is best understood as an extension of the board’s duty to implement and monitor a compliance program under Caremark. If a company decides to do more than the legal minimum, it will simultaneously satisfy legitimate demands for strong EESG programs and promote compliance with the law. Building …
Stewardship 2021: The Centrality Of Institutional Investor Regulation To Restoring A Fair And Sustainable American Economy, Leo E. Strine Jr.
Stewardship 2021: The Centrality Of Institutional Investor Regulation To Restoring A Fair And Sustainable American Economy, Leo E. Strine Jr.
All Faculty Scholarship
In this essay, which formed the basis for the luncheon keynote speech at the Rethinking Stewardship online conference presented by the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and ECGI, the European Corporate Governance Institute, the essential, but not sufficient, role of regulation to promote more effective stewardship by institutional investors is discussed. To frame specific policy recommendations that align the responsibilities of institutional investors with the best interests of their human investors in sustainable wealth creation, environmental responsibility, the respectful treatment of stakeholders, and, in particular, the fair pay and treatment of …
What We Do For A Living, Yvon Chouinard, Vincent Stanley
What We Do For A Living, Yvon Chouinard, Vincent Stanley
The International Journal of Ethical Leadership
No abstract provided.
Corporate Social Responsibility Versus Shareholder Value Maximization: Through The Lens Of Hard And Soft Law, Min Yan
Northwestern Journal of International Law & Business
Even with a significant increase in the number of firms around the world engaging in corporate social responsibility (“CSR”), many people still perceive CSR as a voluntary commitment and shareholder value maximization (“SVM”) as a mandatory requirement. This paper borrows the concept of hard law and soft law in terms of coerciveness and overturns the stereotype that SVM is a hard-law constraint and CSR a soft-law constraint. The paper first demonstrates that directors of the board are not obliged to maximize shareholder value even in the Anglo-American jurisdictions where shareholder primacy culture is more dominant. Next, the paper critically discusses …
Western Corporate Fiscal Citizenship In The 21st Century, Alex Freund
Western Corporate Fiscal Citizenship In The 21st Century, Alex Freund
Northwestern Journal of International Law & Business
For the Western world, the challenges of the 21st Century are numerous, from climate change’s effects on food production and coastal cities to underfunded social safety nets to automation’s impact on the middle class. To handle such costly problems, government intervention will be required. Government intervention, however, always comes at a cost to either individuals or corporations. To determine who should bear these costs, scholars and experts should turn to notions of fiscal citizenship – the social contract between the state and private parties through taxation and the provision of goods and services. By applying principles of individual fiscal citizenship …
Making Sustainability Disclosure Sustainable, Jill E. Fisch
Making Sustainability Disclosure Sustainable, Jill E. Fisch
All Faculty Scholarship
Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.
This Article argues that claims about the relationship …
Replantar Un Campo: Derecho Internacional Del Trabajo Para El Siglo Xxi, Lance A. Compa
Replantar Un Campo: Derecho Internacional Del Trabajo Para El Siglo Xxi, Lance A. Compa
Lance A Compa
No abstract provided.
Re-Planting A Field: International Labour Law For The Twenty-First Century, Lance A. Compa
Re-Planting A Field: International Labour Law For The Twenty-First Century, Lance A. Compa
Lance A Compa
[Excerpt] In this talk I want to trace the development of the field and how international labour law has taken root in five areas: 1) trade legislation (namely, the US and EU Generalized System of Preferences), 2) trade agreements, 3) international organizations, 4) corporate social responsibility, and 5) lawsuits in national courts. In each, I try to give one or two examples of how international labour law works in practice. But first, some background on the international labour law field and my involvement with it.
A Treaty On Enforcing Human Rights Against Business: Closing The Loophole Or Getting Stuck In A Loop?, Pierre Theilbörger, Tobias Ackermann
A Treaty On Enforcing Human Rights Against Business: Closing The Loophole Or Getting Stuck In A Loop?, Pierre Theilbörger, Tobias Ackermann
Indiana Journal of Global Legal Studies
This Article takes a human rights law perspective on the issue of enforcing corporate social responsibility. While corporations receive a variety of rights under international law, they do not equally hold a corresponding set of duties. The Article assesses the merits and shortcomings of existing initiatives to bridge this gap, in particular the Special Representative to the Secretary-General's (legally nonbinding) Framework and Guiding Principles, as well as the most recent initiative at the United Nations Human Rights Council on developing a (legally binding) treaty on business and human rights. While emphasizing that existing legal frameworks-such as human rights law, international …
Governance Interactions In Sustainable Supply Chain Management, Errol Meidinger
Governance Interactions In Sustainable Supply Chain Management, Errol Meidinger
Transnational Business Governance Interactions Working Papers
“Supply chains” are a major site of transnational business governance, and yet their dynamics and effectiveness are usually more assumed than interrogated in regulatory governance discourse. The very term “chain” implies a more determinist and simplistic understanding of supply relationships than is empirically supportable. Supply chains in practice are complex, dynamic, and highly variable networks. Based on peer-group presentations by over 60 supply chain professionals, this paper analyzes sustainable supply chain management practices in terms of the interactions conceptions of the Transnational Business Governance Interactions framework. It discusses possible refinements of the framework and suggests that sustainable supply chain management …
Better Work And Global Governance, Paul Alois
Better Work And Global Governance, Paul Alois
Dissertations, Theses, and Capstone Projects
This dissertation is a case study of Better Work, a program run by the International Labor Organization and the International Finance Corporation. It aims to improve working conditions and productivity in the apparel industry. The purpose of this case study is to examine the role that international organizations can play in global governance. The research presented here comes from interviews, document analysis, and an examination of quantitative data on factories’ working conditions. In-person interviews were conducted in the United States, Switzerland, Vietnam, and Indonesia; many phone interviews took place with individuals in other countries. Both publicly available documents and internal …
Corporate Social Responsibility/Sustainability Reporting Among The Fortune Global 250: Greenwashing Or Green Supply Chain?, John K. Lewis
Corporate Social Responsibility/Sustainability Reporting Among The Fortune Global 250: Greenwashing Or Green Supply Chain?, John K. Lewis
Faculty and Staff - Articles & Papers
The sustainability reporting efforts of MNCs who are members of the Fortune Global 250 (FG250) was investigated. The focus was on sustainability reporting by MNCs of supply chain impacts. The reporting of FG250 MNCs was examined to determine if greenwashing was occurring or whether MNCs had committed to operating a green supply chain. A mixed methodology was used consisting of quantitative analysis of twenty-five MNC CSR/sustainability reports which were randomly selected from the FG250 listing. Qualitative analysis using content analysis was also conducted on the reports. Both methodologies concentrated on the sustainability reporting of the selected MNCs in regard to …
Motivating Without Mandates: The Role Of Voluntary Programs In Environmental Governance, Cary Coglianese, Jennifer Nash
Motivating Without Mandates: The Role Of Voluntary Programs In Environmental Governance, Cary Coglianese, Jennifer Nash
All Faculty Scholarship
For the last several decades, governments around the world have tried to use so-called voluntary programs to motivate private firms to act proactively to protect the environment. Unlike conventional environmental regulation, voluntary programs offer businesses flexibility to adopt cost-effective measures to reduce environmental impacts. Rather than prodding firms to act through threats of enforcement, they aim to entice firms to move forward by offering various kinds of positive incentives, ranging from public recognition to limited forms of regulatory relief. Despite the theoretical appeal of voluntary programs, their proper role in government’s environmental toolkit depends on the empirical evidence of how …
Becoming Respectable: A History Of Early Social Responsibility In The Las Vegas Casino Industry, Jessalynn R. Strauss
Becoming Respectable: A History Of Early Social Responsibility In The Las Vegas Casino Industry, Jessalynn R. Strauss
UNLV Gaming Research & Review Journal
Today’s gaming corporations actively engage with their communities by supporting nonprofit organizations and adopting environmentally friendly practices among other socially responsible actions. This research considers precursors to modern corporate social responsibility (CSR) in the gaming industry by examining the philanthropic activities of the casino owners in Las Vegas in the early days of its development. This historical look at early philanthropy in the gaming industry provides a contextual background for considering contemporary corporate social responsibility. While the gaming industry has clearly come a long way from its early ties to organized crime, an understanding of this context helps further discussion …
Organizational Fields, Transnational Business Governance Interactions And The Diffusion Of Csr, Melanie Coni-Zimmer
Organizational Fields, Transnational Business Governance Interactions And The Diffusion Of Csr, Melanie Coni-Zimmer
Transnational Business Governance Interactions Working Papers
The paper analyzes the process of global diffusion of Corporate Social Responsibility (CSR) in the oil industry and how interactions between different actors have contributed to this outcome. It starts from the empirical puzzle that CSR has spread globally among transnational corporations since the mid 1990s (diffusion of CSR as a dependent variable). To explain this phenomenon, the paper presents a theoretical argument based on insights from sociological neo-institutionalism. It uses the concept of organizational fields as social spaces where organizations interact with one another. The structuration of an organizational field leads to processes of homogenization among the organizations belonging …
Performance Track’S Postmortem: Lessons From The Rise And Fall Of Epa’S “Flagship” Voluntary Program, Cary Coglianese, Jennifer Nash
Performance Track’S Postmortem: Lessons From The Rise And Fall Of Epa’S “Flagship” Voluntary Program, Cary Coglianese, Jennifer Nash
All Faculty Scholarship
For nearly a decade, the United States Environmental Protection Agency (“EPA”) considered its National Environmental Performance Track to be its “flagship” voluntary program — even a model for transforming the conventional system of environmental regulation. Since Performance Track’s founding during the Clinton Administration, EPA officials repeatedly claimed that the program’s rewards attracted hundreds of the nation’s “top” environmental performers and induced these businesses to make significant environmental gains beyond legal requirements. Although EPA eventually disbanded Performance Track early in the Obama Administration, the program has been subsequently emulated by a variety of state and federal regulatory authorities. To discern lessons …
Moulding The Nascent Corporate Social Responsibility Agenda In Singapore: Of Pragmatism, Soft Regulation, And The Economic Imperative, Eugene K. B. Tan
Moulding The Nascent Corporate Social Responsibility Agenda In Singapore: Of Pragmatism, Soft Regulation, And The Economic Imperative, Eugene K. B. Tan
Research Collection Yong Pung How School Of Law
This paper seeks to examine the putative growth of corporate social responsibility (CSR) in Singapore. A key impetus for the nascent CSR movement in twenty-first century Singapore is the economic imperative. As a trade-dependent industrializing economy, the economic development drive coupled with the need for international expansion has made it necessary for Singapore businesses to be cognizant of the growing CSR movement in the western, industrialized world. The government supports the CSR endeavour with an instrumental bent, where CSR ideas and concepts are adapted, incorporated, and promoted in various sectors of the economy. This paper assesses the state’s active encouragement …
Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley
Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley
Seattle University Law Review
On the weekend of November 6–8, 2009, scholars from around the world gathered in Seattle for a symposium—In Berle’s Footsteps—celebrating the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. As founding director of the Berle Center, I described our undertaking: “It is with a profound sense of obligation to the legacy that has been entrusted to my care, that I announce the launching of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. It is a privilege to follow in Berle’s footsteps.”
Opening Remarks, Chancellor William B. Chandler Iii
Opening Remarks, Chancellor William B. Chandler Iii
Seattle University Law Review
Law is, in many ways, a backwards-looking field. We litigate over facts that have already occurred, challenge deals that have already been signed, and apply rules of decision based on previously-established precedent or statutes already enacted. To the extent that this Center and the symposium reflect on Berle’s work, they too are an exercise in looking back. Indeed, some might say the establishment of a Center named in Berle’s honor is a monument to the past.
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Seattle University Law Review
The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Seattle University Law Review
In <em>The Modern Corporation and Private Property</em>, Adolf Berle and Gardiner Means would use AT&T as a prime example of what they saw as a dangerous new trend, the replacement of ownership-based capitalism with giant corporations controlled by a small group of propertyless managers. Indeed, AT&T became Berle and Means’ favorite example. . . . As we shall see, however, the claim that AT&T was a leading example of the separation of ownership from management is incomplete. More importantly, the common interpretation of Berle and Means’ work is mistaken, placing the emphasis incorrectly on the number of shareholders and reading …
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
Seattle University Law Review
Classic works, Mark Mizruchi and Lisa Fein argued, share a particular fate. Authors often cite classic works without reading them—or without reading them carefully. . . . Yet perhaps no single work fits the above description better than one of the most important books on the large corporation ever published: Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property. One can speculate that few works in the social sciences have been as often cited and as little read. As a consequence, we would expect The Modern Corporation to be a good candidate for either selective interpretation or …
Berle And The Entrepreneur, Charles R.T. O'Kelley
Berle And The Entrepreneur, Charles R.T. O'Kelley
Seattle University Law Review
In the first and last four chapters (“the Five Chapters”) of The Modern Corporation and Private Property, Adolf Berle, Jr. describes in sweeping terms a fundamental transformation of the American economy. . . . Writing more than ten years before Berle, another seminal scholar, Frank Knight . . . developed a theory of the entrepreneur as part of his larger effort to more carefully explain the theoretical underpinnings of a free-market economy. . . . Given Knight’s prominence and the fact that Knight apparently reached dramatically different conclusions than did Berle concerning the consequences flowing from separation of ownership …
Revisiting Berle And Rethinking The Corporate Structure, Kelli A. Alces
Revisiting Berle And Rethinking The Corporate Structure, Kelli A. Alces
Seattle University Law Review
Adolf Berle and Gardiner Means painted what remains a defining portrait of corporate law. The separation of ownership and control they described and the agency costs it causes are still a central concern of the law of corporate governance. For that reason, Berle’s work is relevant nearly eighty years after its publication. Seemingly forgotten, however, is that Berle’s enduring description of the corporate structure was published before most of today’s corporate law was in place. His work preceded the Securities Act of 1933 and the Securities Exchange Act of 1934 and even preceded the dominance of Delaware common law in …
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Seattle University Law Review
Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …
Power Without Property, Still: Unger, Berle, And The Derivatives Revolution, Cristie Ford, Carol Liao
Power Without Property, Still: Unger, Berle, And The Derivatives Revolution, Cristie Ford, Carol Liao
Seattle University Law Review
We are in a time when the notion of property is in flux. The derivatives revolution has shattered the “atom of property” well beyond what was originally imagined in 1932 by Adolf Berle and Gardiner Means. This disaggregation has had fascinating, and often adverse, effects on corporate law and securities regulation. Moreover, the phenomenon has had the unexpected effect of permitting some parties that already possess considerable social, economic, and political power to accumulate even more.
The New Financial Assets: Separating Ownership From Control, Tamar Frankel
The New Financial Assets: Separating Ownership From Control, Tamar Frankel
Seattle University Law Review
In The Modern Corporation and Private Property, Adolf A. Berle and Gardiner Means wrote about the separation of ownership from control in corporations. They noted that the interests of the controlling directors and managers can diverge from those of the shareholder owners of the firm. . . . There are those who consider such a decoupling beneficial. Others express the same concern that Berle and Means have expressed. And depending on what one focuses on in viewing the pluses and minuses of these separations, one could reach different conclusions. I reach a number of conclusions. First, the separation of …
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Seattle University Law Review
This paper offers some tentative suggestions as to why Berle’s work has been read and interpreted so selectively in the United Kingdom. I suggest that this must be partly attributable to the historical developments in English company law that entrenched the notion of shareholder ownership claims. Specifically, unincorporated associations’ normative values—that members are owners and there is no distinction between small organizations with no share dispersal and large organizations with wide share dispersal—have a continuing influence on this entrenched notion of shareholder ownership claims. First, I provide an overview of the origins of English company law. Next, I address how …