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Full-Text Articles in Law
Is Corporate Patriotism A Virtue?, David Yosifon
Is Corporate Patriotism A Virtue?, David Yosifon
Faculty Publications
American social and political discourse attests to widespread concern about whether domestic corporations can be counted on to serve the national interest. This issue is especially pressing in an era of international corporate operations, in which firms can send jobs and tax revenues overseas, devastating local communities even as they boost the prospects of workers in a foreign land, and the interests of capital spread across the globe. Firms founded in America can also disperse across the border productive resources that could otherwise be nationalized or made available to the homeland in times of crisis or war. Indeed, the shareholder …
Opting Out Of Shareholder Primacy: Is The Public Benefit Corporation Trivial?, David Yosifon
Opting Out Of Shareholder Primacy: Is The Public Benefit Corporation Trivial?, David Yosifon
Faculty Publications
The central command of corporate governance law is that directors must serve the shareholder interest. Directors may not sacrifice shareholder value in favor of other corporate stakeholders or other interests. In this Article, I examine whether this rule of shareholder primacy is mandatory, or merely a default rule which can be altered through private ordering. I argue that Delaware’s corporate law, the most important corporate law in the United States, should be understood to have long-permitted privately-ordered deviation from shareholder primacy. This assessment, however, is at least complicated by the recent legislative creation of the Public Benefit Corporation (PBC). The …