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Transnational Business Governance Interactions, Regulatory Quality And Marginalized Actors: An Introduction, Stepan Wood, Errol Meidinger, Burkard Eberlein, Rebecca Schmidt, Kenneth W. Abbott Apr 2019

Transnational Business Governance Interactions, Regulatory Quality And Marginalized Actors: An Introduction, Stepan Wood, Errol Meidinger, Burkard Eberlein, Rebecca Schmidt, Kenneth W. Abbott

Faculty Publications

In what circumstances can transnational business governance interactions (TBGIs)—the myriad overlaps, intersections, conflicts, collisions and synergies amongst the actors and institutions involved in transnational regulation of business activity—be harnessed to enhance the quality of transnational regulation and advance the interests of marginalized actors? This chapter introduces the concept of transnational business governance interactions (TBGIs), summarizes the TBGI analytical framework and defines regulatory quality and marginalized actors. It proposes to investigate the relationship between TBGIs, regulatory quality and marginalized actors at three levels: regulatory capacities, outputs and outcomes. The chapter presents the plan of the book and summarizes the ...


Harnessing Tbgis For Regulatory Quality And Marginalized Actors, Stepan Wood, Errol Meidinger, Burkard Eberlein, Rebecca Schmidt, Kenneth W. Abbott Apr 2019

Harnessing Tbgis For Regulatory Quality And Marginalized Actors, Stepan Wood, Errol Meidinger, Burkard Eberlein, Rebecca Schmidt, Kenneth W. Abbott

Faculty Publications

The chapters of this book paint a mixed and not particularly optimistic picture of the prospects for harnessing transnational business governance interactions (TBGIs)—the myriad overlaps, intersections, conflicts, collisions and synergies amongst the actors and institutions involved in transnational regulation of business activity—to improve the quality of transnational regulation and advance marginalized interests. This chapter synthesizes key findings about the impact of TBGIs of regulatory quality and marginalized actors, explores the implications of these findings for identifying and shaping TBGIs that foster regulatory quality or advance marginalized interests, and presents concluding reflections on lessons learned and future research directions.


Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin Mar 2019

Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin

Faculty Publications

No abstract provided.


Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin Mar 2019

Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin

Faculty Publications

Corporate social responsibility (CSR) is often understood as voluntary corporate behavior beyond legal compliance. The recent emergence of CSR legislation is challenging this typical understanding. A number of countries including China, Indonesia and India have expressly stated in corporate law that companies shall undertake CSR. The CSR law is controversial. Critics of CSR see the law as an unwise effort to challenge profit maximization as the only social responsibility of the corporation. Even CSR advocates welcome the CSR law with great caution. Given the vague statutory language of CSR, the practical application of the law places high demands on the ...


Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin Mar 2019

Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin

Faculty Publications

No abstract provided.


Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Janis P. Sarra, Cynthia Williams Jan 2019

Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Janis P. Sarra, Cynthia Williams

Faculty Publications

While there are numerous strategies to be deployed to move Canada to a financially sustainable future, this study addresses two critically important issues: fiduciary obligation of corporate- and pension-fiduciaries, and national action on environmental, social and governance (“ESG”) financial disclosure, including climate-related financial risk disclosure. The Canadian economy is facing significant challenges and disruptions in the transition to a lower carbon world. Absent clear and innovative steps to ensure our corporations and financial institutions act to address carbon emissions and other environmental, social and governance risks and opportunities, we will be seriously prejudiced in a world that is rapidly moving ...


Corporations As Semi-States, Jay Butler Jan 2019

Corporations As Semi-States, Jay Butler

Faculty Publications

When Ebola came to West Africa in 2014, Liberia could not cope. The State’s already fragile public health infrastructure was largely ineffective in responding to the illness and preventing its spread. And, the World Health Organization’s support was slow and stilted. By contrast, Firestone, a tire company that operates a vast rubber plantation in Liberia and runs its own hospital for 80,000 employees, family dependents, and persons in neighboring localities, responded to the virus much more effectively.

This Article uses Firestone’s Ebola response as an entry point to study a phenomenon too frequently overlooked. Many for-profit ...


Crowdfunding Signals, Darian M. Ibrahim Sep 2018

Crowdfunding Signals, Darian M. Ibrahim

Faculty Publications

Entrepreneurs can now “crowdfund,” or sell securities to unaccredited investors over the Internet, to raise capital. But will these companies be able to attract the follow-on investors (angels and venture capitalists) that are necessary for long-term success? Angels and VCs face extreme levels of information asymmetry when deciding whether to fund a company. Signals can reduce this asymmetry. Early commentary argues a company only crowdfunds as a last resort for fear of sending a negative signal about the company’s quality to follow-on investors. This Article argues the inverse. This Article argues a successful crowdfunding campaign can send a positive ...


Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount Nov 2017

Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount

Faculty Publications

An ongoing debate in patent law involves the role “non-practicing entities,” sometimes called “patent trolls,” serve in the patent system. Some argue they serve as valuable market intermediaries, while others contend they are a drain on innovation and an impediment to a well-functioning patent system. This Article adds to the data available in this debate by conducting an event study that analyzes the market reaction to patent litigation filed by large “mass aggregator” non-practicing entities against large publicly traded companies. This study advances the literature by attempting to reproduce the results of previous event studies done in this area with ...


Fiduciary Obligations In Business And Investment: Implications Of Climate Change, Janis P. Sarra Oct 2017

Fiduciary Obligations In Business And Investment: Implications Of Climate Change, Janis P. Sarra

Faculty Publications

Fiduciary obligation, under both corporate law and the common law, requires directors and officers to identify and address climate-related financial and other risks. In fulfilling their obligations to act in the best interests of the company, directors and officers must directly engage with developments in knowledge regarding physical and transition risks related to climate change and how these risks may impact their corporation. Depending on the firm’s economic activities, the risk may be minor or highly significant, but directors and officers have an obligation to make the inquiries, to devise strategies to address risks, and to have an ongoing ...


The Limitations Of Supply Chain Disclosure Regimes, Adam S. Chilton, Galit A. Sarfaty Jan 2017

The Limitations Of Supply Chain Disclosure Regimes, Adam S. Chilton, Galit A. Sarfaty

Faculty Publications

Although the past few decades have seen numerous cases of human rights violations within corporate supply chains, companies are frequently not held accountable for the abuses because there is a significant governance gap in the regulation of corporate activity abroad. In response, governments have begun to pass mandatory disclosure laws that require companies to release detailed information on their supply chains in the hopes that these laws will create pressure that will improve corporate accountability. In this paper, we argue that supply chain disclosure regimes are unlikely to have a large effect on consumer behavior, and as a result, their ...


A Critical Canadian Perspective On The Benefit Corporation, Carol Liao Jan 2017

A Critical Canadian Perspective On The Benefit Corporation, Carol Liao

Faculty Publications

There has been much fanfare surrounding the possible implementation of a legal model of social enterprise similar to the American benefit corporation in Canada. This article points out that some of the fundamental legal characteristics of the benefit corporation are already reflected in existing Canadian corporate laws, and in some instances Canadian laws are comparatively more progressive. Directors owe fiduciary duties to the best interests of the corporation, and minority protections such as the oppression remedy oblige directors to consider non-shareholder stakeholders. Landmark judgments from Canada’s highest court have affirmed the board requirement to consider stakeholder interests, and that ...


Progressive Era Conceptions Of The Corporation And The Failure Of The Federal Chartering Movement, Camden Hutchison Jan 2017

Progressive Era Conceptions Of The Corporation And The Failure Of The Federal Chartering Movement, Camden Hutchison

Faculty Publications

Despite the economic integration of the several states and the broad regulatory authority of the federal government, the internal affairs of business corporations remain primarily governed by state law. The origins of this system are closely tied to the decentralized history of the United States, but the reasons for its continued persistence—in the face of significant federalization pressures—are not obvious. Indeed, federalization of corporate law was a major political goal during the Progressive Era, a period which witnessed significant expansion of federal involvement in the national economy. By examining the historical record of Progressive Era policy debates, this ...


Effective Compliance With Antidiscrimination Law: Corporate Personhood, Purpose And Social Responsibility, Cheryl L. Wade Jan 2017

Effective Compliance With Antidiscrimination Law: Corporate Personhood, Purpose And Social Responsibility, Cheryl L. Wade

Faculty Publications

I begin the essay with an examination of the overlap between corporate governance and corporate social responsibility. After doing so, I explore the notions of corporate personhood and purpose in order to suggest ways to make compliance programs less cosmetic and defensive and more meaningful and effective. I conclude that the decision making that is inherent in corporate governance is an important factor in the corporate social responsibility equation. There is a gap that separates the fulfillment of fiduciary duties (including the installation and upkeep of a compliance program) and best practices. Companies and their managers can win litigation, or ...


Intrapreneurship, Darian M. Ibrahim Dec 2016

Intrapreneurship, Darian M. Ibrahim

Faculty Publications

This Article on “intrapreneurship” has several goals. First, it points out that while much of the legal literature on innovation is concerned with startups (entrepreneurship), the innovation that takes place inside our largest corporations (intrapreneurship) is substantial, important, and understudied. Second, the Article observes that while large technology corporations that used to be startups may remain intrapreneurial in culture, intrapreneurship is less common in the aggregate than we might expect. Reasons include organizational bureaucracy, laws favoring entrepreneurship, and what Clayton Christensen (Harvard Business School) calls “the innovator’s dilemma.” The innovator’s dilemma is, put simply, that good management causes ...


Micro, Small And Medium Enterprise (Msme) Insolvency In Canada, Janis P. Sarra Mar 2016

Micro, Small And Medium Enterprise (Msme) Insolvency In Canada, Janis P. Sarra

Faculty Publications

Insolvency law is broadly recognized as an essential tool in well-functioning economies. A balance of mechanisms that allow for timely and effective liquidation, but also for a “fresh start” for individual entrepreneurs and the rehabilitation of viable businesses, tends to enhance creditor recoveries and lender confidence. This study examines the treatment of micro, small and medium enterprises (“MSME”) under the Canada Bankruptcy and Insolvency Act. It undertakes a qualitative examination of 200 business insolvencies in 2015, in order to try to understand the reasons for insolvency, types of debt, and outcomes of proceedings. The study reports on the results of ...


Wealth Inequality And Family Businesses, Benjamin Means Jan 2016

Wealth Inequality And Family Businesses, Benjamin Means

Faculty Publications

Wealth inequality endangers democratic values and calls for a public response. This Article contends that family businesses merit special scrutiny because they control vast amounts of private wealth and combine two of society's most important economic institutions: family and business. Accordingly, family businesses implicate concerns regarding both inherited wealth and the concentration of economic power made possible by the corporate form.

Despite their economic significance, little has been done to investigate whether family businesses contribute to wealth inequality. This Article offers the first legal, and one of the only academic, treatments of the topic and shows that family businesses ...


An Interim Essay On Fifa's World Cup Of Corruption: The Desperate Need For International Corporate Governance Standards At Fifa, Bruce Bean Jan 2016

An Interim Essay On Fifa's World Cup Of Corruption: The Desperate Need For International Corporate Governance Standards At Fifa, Bruce Bean

Faculty Publications

No abstract provided.


Social Media: Creating Student Awareness Of Its Use In The Hiring Process, Justin Blount, Carol S. Wright, Ashley A. Hall, Judith L. Biss Jan 2016

Social Media: Creating Student Awareness Of Its Use In The Hiring Process, Justin Blount, Carol S. Wright, Ashley A. Hall, Judith L. Biss

Faculty Publications

As the use of social media permeates our lives, it is important for business educators to promote the effective use of this technology to students for both their role as job seekers as well as potential hiring managers. This article will present current perceptions among business students on using social media in the job search process, primary research from recruiters in an attempt to understand employers’ policies and practices with respect to the use of social media in the hiring process, key laws which students should be aware of with respect to the use of social media by employers, and ...


General Jurisdiction 2.0: The Updating And Uprooting Of The Corporate Presence Doctrine, Edward D. Cavanagh Jan 2016

General Jurisdiction 2.0: The Updating And Uprooting Of The Corporate Presence Doctrine, Edward D. Cavanagh

Faculty Publications

For well over a century, state courts have exercised personal jurisdiction over foreign corporations if they engage in commerce within the state “not occasionally or casually, but with a fair measure of permanence and continuity.” This assertion of judicial power, referred to as general jurisdiction and also as the corporate presence doctrine, permitted courts to entertain claims that had no nexus with the forum state against foreign companies “doing business” within that state. The United States Supreme Court, however, sent this line of cases “careening into the abyss” in Daimler AG v. Bauman , wherein the Court held that “the exercise ...


The Modern Corporation Statement On Company Law: Summary: Fundamental Rules Of Corporate Law, Lynn Stout Et Al., Carol Liao Jan 2016

The Modern Corporation Statement On Company Law: Summary: Fundamental Rules Of Corporate Law, Lynn Stout Et Al., Carol Liao

Faculty Publications

Corporations play a central role in modern economies. Certain beliefs about corporations and corporate law are widely held and relied upon by business experts, the financial press, and economists who study the firm. Unfortunately, some of these widely-held beliefs are mistaken. This has led to numerous common errors in the way corporate law concepts are understood and applied. The authors of this Summary are experts versed in a variety of national legal systems, including those of the U.S. and U.K. as well as the E.U. We provide this simple Summary of certain fundamentals of corporate law, applicable ...


Bonded To The State: A Network Perspective On China's Corporate Debt Market, Li-Wen Lin, Curtis J. Milhaupt Jan 2016

Bonded To The State: A Network Perspective On China's Corporate Debt Market, Li-Wen Lin, Curtis J. Milhaupt

Faculty Publications

A corporate bond market is thought to play an important role as a supplement to bank-oriented financial systems in emerging markets – functioning in effect as a “spare tire.” Yet bond markets typically rely upon a formal institutional foundation that is often lacking in developing economies. China’s corporate bond market is huge, yet scholarly analysis of it is relatively scarce and some of its elements remain poorly understood. In this paper, we use a network perspective to explore the formation, operation and function of the Chinese corporate bond market. Our effort begins by unpacking the complexities of the market’s ...


Regulating The U.S. Treasury Market, Jerry W. Markham Jan 2016

Regulating The U.S. Treasury Market, Jerry W. Markham

Faculty Publications

The market for U.S. Treasury securities is critical to our monetary policy and government funding. It also serves as a benchmark for pricing other investments and has provided a haven for investors seeking safety and stability. However, concern has recently arisen that “primary dealers” in that market might have manipulated prices. In addition, an unusual market volatility event that occurred in October 2014, and the growth of high-frequency trading have raised further questions over the adequacy of regulation in that market. This article addresses those concerns. It first describes the U.S. Treasury market and identifies efforts by traders ...


Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount Dec 2015

Creating A Stakeholder Democracy Under Existing Corporate Law, Justin Blount

Faculty Publications

Much of the current debate in corporate governance is framed in terms of stakeholder versus shareholder forms of corporate governance. While one would find little debate that stakeholders’ interests are important to any business, there is substantial debate regarding whether any stakeholder besides shareholders should have a formal role in corporate governance. What has been largely ignored in this debate is the issue of private ordering: since corporate law is largely enabling rather than mandatory, can stakeholder governance structures be voluntarily created within the current shareholder-centric default corporate law structure? This article argues that this is clearly the case, sets ...


Delaware's Familiarity, Brian J. Broughman, Darian M. Ibrahim Jun 2015

Delaware's Familiarity, Brian J. Broughman, Darian M. Ibrahim

Faculty Publications

No abstract provided.


Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle Jan 2015

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Faculty Publications

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain ...


Shining Light On Global Supply Chains, Galit A. Sarfaty Jan 2015

Shining Light On Global Supply Chains, Galit A. Sarfaty

Faculty Publications

This Article analyzes the effectiveness of emerging domestic legislation on global supply chain transparency with respect to human rights and labor practices. It draws from a quantitative and qualitative study of the implementation of recent U.S. conflict minerals legislation, section 1502 of the Dodd-Frank Financial Reform Act, which is driving global norms in this area and serving as a guide for comparable domestic legislation abroad. My analysis of section 1502 reveals a due diligence gap among firms, with only about 7% of companies reporting strong due diligence measures in their 2014 Conflict Minerals Reports. I also identify several factors ...


China's National Champions: Governance Change Through Globalization?, Li-Wen Lin Jan 2015

China's National Champions: Governance Change Through Globalization?, Li-Wen Lin

Faculty Publications

China is regarded as the world’s leading practitioner of state capitalism in which important capitalist enterprises have a close relationship with the state. One prominent feature of China’s state capitalism is the fundamental role of about 100 large state-owned enterprises (SOEs) controlled by organs of the central government in critical industries such as oil, telecom, and transportation. These SOEs are often dubbed “China’s national champions.” They are not only important players in China’s domestic economy but also major contributors to China’s fast growing global investment. Their global expansion however often encounters political and regulatory challenges ...


Complicity In Business And Human Rights, James G. Stewart Jan 2015

Complicity In Business And Human Rights, James G. Stewart

Faculty Publications

These remarks, delivered on April 9, 2015 at the American Society of International Law’s Annual Conference, address the context of complicity discussions in public international law generally then their significance and scope in Business and Human Rights in particular. The Panel on which I delivered this talk was one of the first to discuss the topic of complicity across different fields, including International Criminal Law, the Alien Tort Statute, Business and Human Rights and the Public International Law of State Responsibility. In my comments, I offer five initial points contextualizing these discussions for the field of public international law ...


Taxation Of State Owned Enterprises: A Review Of Empirical Evidence From China, Wei Cui Jan 2015

Taxation Of State Owned Enterprises: A Review Of Empirical Evidence From China, Wei Cui

Faculty Publications

This chapter reviews empirical evidence from China that bears on the general theory of the income taxation of state-owned enterprises (SOEs). Prior theoretical literature has offered three conflicting views of SOE taxation. The first is that SOE taxation is superfluous, because the government shareholder can simply demand profit distributions. The second is that SOE taxation is necessary to put state-owned and private firms on an equal competitive footing. The third view holds that the significance of SOE taxation lies in the fact that SOE managers, like managers of private firms, may be dividend averse; in the absence of other effective ...