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Full-Text Articles in Legal History
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Kent Greenfield
Lawrence Cunningham has written an insightful and persuasive article calling on courts to apply the contract-law doctrine of unconscionability in evaluating executive compensation. According to Cunningham, this additional doctrinal tool will allow courts to engage in genuine and meaningful oversight of excessive compensation. He argues that such oversight is valuable because existing corporate-law doctrine too often prompts courts to defer too much and too often to management’s decisions. Cunningham’s argument is modest yet impactful. It is modest in that it simply proposes that courts take account of a well-established area of contract law to analyze and evaluate the compensation contracts …
The Origins And Costs Of Short-Term Management, Kent Greenfield
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.
Defending Stakeholder Governance, Kent Greenfield
Defending Stakeholder Governance, Kent Greenfield
Kent Greenfield
Corporations are collective enterprises, drawing on investments from various stakeholders who contribute to the firm's success. For a business to succeed over time, it must induce people and institutions to invest money, whether in the form of equity or loans. It must induce people to invest their labor, intelligence, skill, and attention by joining the firm as employees or managers. It must induce local communities to invest infrastructure of various kinds. None of these investors-for investors they all are-contributes its input out of altruism or obligation. They all do so because they believe that the corporation provides the mechanism for …
A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield
A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield
Kent Greenfield
No abstract provided.
New Principles For Company Law, Kent Greenfield
It's Time To Federalize Corporate Charters, Kent Greenfield
It's Time To Federalize Corporate Charters, Kent Greenfield
Kent Greenfield
No abstract provided.
September 11 And The End Of History For Corporate Law, Kent Greenfield
September 11 And The End Of History For Corporate Law, Kent Greenfield
Kent Greenfield
Using the tragic events of September 11th as case study; this Essay critiques a prominent, recent article that suggests the ideology of shareholder primacy has become so dominant that the "end of history" is at hand for corporate law. The author suggests that a dedication to shareholder primacy helped create the context in which the events of September 11th could occur, by making the airlines less attentive to security concerns that did not affect the airline companies' stock prices. Shareholder primacy makes corporations more likely to externalize the costs of the firms' decisions onto constituencies other than shareholders, and such …
Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield
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 …
There's A Forest In Those Trees: Teaching About The Role Of Corporations In Society, Kent Greenfield
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
From Rights To Regulation In Corporate Law, Kent Greenfield
Kent Greenfield
No abstract provided.