Law Commons^™

The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey

Dan Morrissey

Morrissey—Abstract

The Riddle of Shareholder Rights and Corporate Social Responsibility

Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …

The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey

Dan Morrissey

Morrissey—Abstract

The Riddle of Shareholder Rights and Corporate Social Responsibility

Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …

M&A Fiduciary Duties: Delaware’S Murky Jurisprudence, Daniel J. Morrissey

Dan Morrissey

The article deals with the fiduciary duties of corporate officials in mergers and acquisitions, particularly as they have been defined by the Delaware Courts. It focuses on judicial decisions over the last several decades and includes a discussion of some of the most recent significant ones.

The article also describes how those duties may vary depending on the type of corporate event that is occurring and contains commentary on the nature of those obligations. Where corrupt activity is present or there is no showing that these transactions are in the public interest, they should not be permitted to go forward. …

Executive Compensation And Income Inequality, Dan Morrissey

Dan Morrissey

Abstract of Morrissey Article The Articles explores the connection between exorbitant executive compensation and the growing income inequality in our country. It discusses the tradition legal attempts to rein in corporate remuneration as well as the more recent “Say-on-Pay” right given shareholders in the Dodd-Frank Wall Street Reform Act of 2010. The Article concludes that negative stockholder votes there can be evidence that directors have breached their fiduciary duties by granting overly generous pay hikes to their top officials.

Executive Compensation And Income Inequality, Dan Morrissey

Dan Morrissey

The Articles explores the connection between exorbitant executive compensation and the growing income inequality in our country. It discusses the tradition legal attempts to rein in corporate remuneration as well as the more recent “Say-on-Pay” right given shareholders in the Dodd-Frank Wall Street Reform Act of 2010. The Article concludes that negative stockholder votes there can be evidence that directors have breached their fiduciary duties by granting overly generous pay hikes to their top officials.

Shareholder Litigation After The Meltdown, Dan Morrissey

Dan Morrissey

Abstract of Morrissey Article The article examines the two principal mechanisms available to shareholders to remedy wrongdoing by managers of their corporations, class actions and derivative suits. It discusses objections to those proceedings and concludes that they lack merit. It also finds that notwithstanding legislation passed in response to the recent financial crisis these shareholder remedies are needed now more than ever to safeguard the integrity of American business. The article also reviews recent judicial decisions that have weakened these claims and proposes legislation that will reverse that trend and strengthen them.

Shareholder Litigation After The Meltdown, Dan Morrissey

Dan Morrissey

Abstract of Morrissey Article The article examines the two principal mechanisms available to shareholders to remedy wrongdoing by managers of their corporations, class actions and derivative suits. It discusses objections to those proceedings and concludes that they lack merit. It also finds that notwithstanding legislation passed in response to the recent financial crisis these shareholder remedies are needed now more than ever to safeguard the integrity of American business. The article also reviews recent judicial decisions that have weakened these claims and proposes legislation that will reverse that trend and strengthen them.

The Road Not Taken: Rethinking Securities Regulation And The Case For Federal Merit Review, Daniel Morrissey

Dan Morrissey

Abstract of Morrissey Article The Article assesses the causes of the current financial meltdown and finds that it has resulted from insufficient regulation of the capital markets. The securities legislation of the 1930s enacted in response to the crisis of that era was never strong enough to prevent another severe economic collapse. Even the disclosure-based protection it did afford investors was undermined during the deregulatory movement of the last quarter century. Policy makers must now enact measures that were proposed but passed over during the New Deal reforms so that securities may not be offered or sold if they present …