Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Corporate law (2)
- ESG (2)
- Governance (2)
- 19th Amendment (1)
- Board oversight (1)
-
- Business judgment rule (1)
- Chicago Movement (1)
- China (1)
- Climate change (1)
- Compliance (1)
- Corporate (1)
- Corporation (1)
- Delaware Court of Chancery (1)
- Delegation (1)
- Director election (1)
- Directors (1)
- Ethics (1)
- Facebook (1)
- Fiduciary duty (1)
- Henrotin (1)
- Human rights (1)
- Humanitarian aid (1)
- IPO (1)
- Insurance (1)
- International investment (1)
- NGO (1)
- NYSE (1)
- Officers (1)
- Progressivism (1)
- Proxy voting (1)
Articles 1 - 6 of 6
Full-Text Articles in Law
International Law In The Boardroom, Kishanthi Parella
International Law In The Boardroom, Kishanthi Parella
Scholarly Articles
Conventional wisdom expects that international law will proceed through a “state pathway” before regulating corporations: it binds national governments that then bind corporations. But recent corporate practices confound this story. American corporations complied with international laws even when the state pathway broke down. This unexpected compliance leads to three questions: How did corporations comply? Why did they do so? Who enforced international law? These questions are important for two reasons. First, many international laws depend on corporate cooperation in order to succeed. Second, the state pathway is not robust, then or now. It is therefore vital to identify alternatives to …
The Sec's Spac Solution, Karen Woody, Lidia Kurganova
The Sec's Spac Solution, Karen Woody, Lidia Kurganova
Scholarly Articles
The SPAC craze has ebbed and flowed over the past few years, creating fortunes and ruining others. The SEC stepped into the mix in 2022 and proposed rules governing SPACs. The proposed rules artfully balance the interests of investor protection while retaining some of the featured characteristics of SPACs as innovative ways to take companies public. This Article details the history of SPACs, including their benefits and risks, and analyzes the SEC’s proposed rules, arguing that the SEC is well within its Congressional authority to regulate SPACs, and that the proposed rules are both well-tailored and necessary.
Caremark'S Butterfly Effect, Angela N. Aneiros, Karen E. Woody
Caremark'S Butterfly Effect, Angela N. Aneiros, Karen E. Woody
Scholarly Articles
In 1996, the Delaware Court of Chancery detailed the minimum standard for corporate boards of directors (“board”) with regard to corporate compliance programs and monitoring protocols. The landmark Caremark decision held that directors would not face liability for a breach of fiduciary duties unless they failed to implement a system of controls and compliance, or knowingly failed to monitor that system. In order to bring a successful Caremark claim, plaintiffs must prove that the board operated in bad faith by failing to exercise oversight in a sustained or systemic way. The Delaware Court of Chancery opinion noted that the theory …
Women In Shareholder Activism, Sarah C. Haan
Women In Shareholder Activism, Sarah C. Haan
Scholarly Articles
Even a cursory review of the history of American environmental, social, and corporate governance (ESG) shareholder activism reveals the presence of women leaders. This Article sketches some of this history and interrogates the role of women in the shareholder activism movement. That movement typically has involved claims by minority shareholders to corporate power; activists are nearly always on the margins of power, though minority shareholders may, collectively, represent a majority interest. This Article ascribes women’s leadership in shareholder activism to their longstanding position as outsiders to corporate organization. Women’s participation in shaping corporate policy—even from the margins—has provided women with …
Corporate Foreign Policy In War, Kishanthi Parella
Corporate Foreign Policy In War, Kishanthi Parella
Scholarly Articles
On February 24, 2022, Russian troops invaded Ukraine. Over a year later, the war has claimed tens of thousands of lives and led to the displacement of millions. In Spring 2023, both Ukrainian and Russian forces prepared new offensives, while the United States committed to providing Ukraine with military tanks—a move that Russian officials had previously warned would constitute direct involvement in the war. While countries debated how to respond, we also witnessed the privatization of foreign policy as hundreds of companies around the world similarly sought to assist Ukraine or punish Russia using the tools of national foreign policy—humanitarian …
Voting Rights In Corporate Governance: History And Political Economy, Sarah C. Haan
Voting Rights In Corporate Governance: History And Political Economy, Sarah C. Haan
Scholarly Articles
Political voting rights have become the subject of sharp legal wrangling in American political elections and the focus of headlines and popular debate. Less attention has focused on American corporate elections, where something similar has been happening: the last two decades have witnessed significant unsettling of basic shareholder voting rights, including laws and practices that were mostly stable throughout the twentieth century. Today, shareholder voting rights are in flux and, increasingly, in controversy. This Article connects the current moment of instability to the last significant era of change in shareholder voting rights—the nineteenth century—and brings historical context to a new …