Law Commons^™

Duties Regarding Duties, Ronald J. Colombo

Marquette Law Review

Corporate directors are subject to the fiduciary duties of care and loyalty

in the discharge of their responsibilities. The demands of these duties, from

their precise contours to their application under a particular set of

circumstances, is oftentimes far from obvious.

In order to properly fulfill their duties of care and loyalty, corporate

directors necessarily depend upon corporate counsel: specialized attorneys,

whether in-house or external to the corporation, retained to advise and

represent the corporation. As attorneys, corporate counsel are themselves

subject to a wide array of professional responsibilities, ranging from the

exhortations of codes of ethics to duties the …

Boden Lecture: Of Chameleons And Esg, Ann M. Lipton

Marquette Law Review

Ever since the rise of the great corporations in the late nineteenth and early

twentieth centuries, commenters have debated whether firms should be run

solely to benefit investors, or whether instead they should be run to benefit

society as a whole. Both sides have claimed their preferred policies are

necessary to maintain a capitalist system of private enterprise distinct from

state institutions. What we can learn from the current iteration of the debate—

now rebranded as “environmental, social, governance” or “ESG” investing—

is that efforts to disentangle corporate governance from the regulatory state

are futile; governmental regulation has an inevitable …