Law Commons^™

On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout

Lynn A. Stout

In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted to approve …

The End Of Contractarianism? Behavioral Economics And The Law Of Corporations, Kent Greenfield

Kent Greenfield

Reviews the current state of the scholarship in the field of behavioral economics as it relates to corporate and securities law.

The Stakeholder Strategy, Kent Greenfield

Kent Greenfield

No abstract provided.

Are Shareholders Owners?, Kent Greenfield

Kent Greenfield

No abstract provided.

The Wobbly Legal Arguments Against Dodd-Frank, Kent Greenfield

Kent Greenfield

No abstract provided.

Human Rights Compliance And Accountability For U.S. Multinational Enterprises: A Principled Step Forward After Sosa And Kiobel, Paul Regan

Paul L Regan

This article proposes a Congressional statutory solution to resolve when a multinational corporation can be liable under the Alien Tort Statute on a claim for human rights abuses arising from a corporation’s overseas business operations. Under this proposal a U.S. multinational would be directly liable for human rights violations of its overseas subsidiary where it (1) failed to ensure that its overseas subsidiary had in place a reasonably effective and functioning human rights compliance system or (2) acquired knowledge of ongoing human rights violations by its overseas subsidiary and failed to take meaningful corrective measures in a timely way.

The Origins And Costs Of Short-Term Management, Kent Greenfield

Kent Greenfield

Why is a fixation on the short term a problem for American businesses? One might hasten to answer that management is compensated for short-term successes. Another answer might be that some investors—particularly professional investors—value only the short term and manipulate the market in a particular stock so they can profit on the movement. These answers undoubtedly are part of the answer. But a puzzle remains: why does the market not punish such short-termism? This essay will present a possible answer.

A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield

Kent Greenfield

No abstract provided.

The Failure Of Corporate Law: Fundamental Flaws And Progressive Possibilities, Kent Greenfield

Kent Greenfield

When used in conjunction with corporations, the term “public” is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities.

With The Failure of Corporate Law, Kent Greenfield hopes to return corporate law to …

Using Behavioral Economics To Show The Power And Efficiency Of Corporate Law As Regulatory Tool, Kent Greenfield

Kent Greenfield

Prepared for the Daniel J. Dykstra Corporate Governance Symposium at University of California, Davis, in February 2001, this article argues that changes in corporate governance in the United States - specifically the relaxation of the profit maximization norm, the broadening of management's fiduciary duties to include workers, and the inclusion of worker representatives on boards of directors - are likely to be efficient means of reaching certain preferred policy outcomes, such as an increase in the wages of working people and a decrease in income inequality. Instead of being seen as "private law," corporate law should be regarded as a …

Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield

Kent Greenfield

This paper argues that a remaining vestige of the ultra vires doctrine sets off illegal activities as "beyond the power" of corporations. Though largely unnoticed and unexamined until now, this part of the doctrine has been retained because none of the important corporate stakeholders has an interest in authorizing the corporation and its managers to commit illegal acts. From an ex ante perspective, the principal stakeholders in the corporate contract would want the corporation and its management to forego illegalities as a way to increase the value of the firm. Any of the stakeholders would be a potential victim of …

From Metaphor To Reality In Corporate Law, Kent Greenfield

Kent Greenfield

This essay is in response to a commentary by Professor David Millon, who ably argues in the same journal that a dependence on metaphor drives much of the debate within corporate law jurisprudence and corporate law scholarship. This essay joins Millon in his criticism.

For decades, scholars have used metaphors -- corporation as person, corporation as creature of the state, corporation as property, corporation as contract, corporation as community, to name the most prominent -- as justifications for the imposition of, or freedom from, legal and ethical requirements. The metaphors are often taken as self-evident. The legal and ethical arguments …

There's A Forest In Those Trees: Teaching About The Role Of Corporations In Society, Kent Greenfield

Kent Greenfield

This paper was prepared for the University of Georgia School of Law Conference on Teaching Corporate Law, October 16, 1999. The paper argues that the basic corporate law course should focus much more on the questions surrounding the role of the corporation in society. In the typical corporate law course, little attention is given to the broad question of the position of the corporation within society at large or the narrower question of the relationship between the corporation and workers. The lack of consideration of these issues is odd indeed, since corporate law (like all law) is understandable only within …

From Rights To Regulation In Corporate Law, Kent Greenfield

Kent Greenfield

No abstract provided.