Law Commons^™

From Public Health To Public Wealth: The Case For Economic Justice, Barbara L. Atwell

Elisabeth Haub School of Law Faculty Publications

This Article examines how we can overlay the principle of serving the common good, which undergirds public health law, onto financial well-being. It suggests that we apply public health law principles to corporate law and culture. In matters of public health, we view quite broadly states' police power to protect the public good. Government is also empowered to protect the general welfare in matters of financial well-being. Using the “general welfare” as a guidepost, this Article challenges the conventional wisdom that corporations exist solely to maximize profit and shareholder value to the exclusion of virtually everything else. It proposes two …

Shareholder Collaboration, Jill E. Fisch, Simone M. Sepe

All Faculty Scholarship

Two models of the firm dominate corporate law. Under the management-power model, decision-making power rests primarily with corporate insiders (officers and directors). The competing shareholder-power model defends increased shareholder power to limit managerial authority. Both models view insiders and shareholders as engaged in a competitive struggle for corporate power in which corporate law functions to promote operational efficiency while limiting managerial agency costs. As scholars and judges continue to debate the appropriate balance of power between shareholders and insiders, corporate practice has moved on. Increasingly, the insider–shareholder dynamic is collaborative, not competitive.

This Article traces the development of insider–shareholder collaboration, …