Open Access. Powered by Scholars. Published by Universities.®
Social and Behavioral Sciences Commons™
Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Corporate governance (5)
- Corporations (2)
- ESG (2)
- Shareholder primacy (2)
- Acquiescence to shareholders (1)
-
- Active Funds (1)
- Activist Hedge Funds (1)
- Alien Tort Statute (1)
- Behavioral economics (1)
- Behavioral ethics (1)
- Benefit corporations (1)
- Board codetermination (1)
- Board operation with worker representatives (1)
- Business judgment rule (1)
- Business regulation (1)
- CSR (1)
- Certificate of incorporation (1)
- Charters (1)
- Comparative law (1)
- Constituency statutes (1)
- Corporate Governance (1)
- Corporate charter (1)
- Corporate constitutional rights (1)
- Corporate disclosure (1)
- Corporate oversight (1)
- Corporate purpose (1)
- Corporate speech (1)
- Corporations law (1)
- Director accountability (1)
- Duties (1)
Articles 1 - 7 of 7
Full-Text Articles in Social and Behavioral Sciences
The Supreme Court And The Pro-Business Paradox, Elizabeth Pollman
The Supreme Court And The Pro-Business Paradox, Elizabeth Pollman
All Faculty Scholarship
One of the most notable trends of the Roberts Court is expanding corporate rights and narrowing liability or access to justice against corporate defendants. This Comment examines recent Supreme Court cases to highlight this “pro-business” pattern as well as its contradictory relationship with counter trends in corporate law and governance. From Citizens United to Americans for Prosperity, the Roberts Court’s jurisprudence could ironically lead to a situation in which it has protected corporate political spending based on a view of the corporation as an “association of citizens,” but allows constitutional scrutiny to block actual participants from getting information about …
Just Say Yes? The Fiduciary Duty Implications Of Directorial Acquiescence, Lisa Fairfax
Just Say Yes? The Fiduciary Duty Implications Of Directorial Acquiescence, Lisa Fairfax
All Faculty Scholarship
The rise in shareholder activism is one of the most significant recent phenomena in corporate governance. Shareholders have successfully managed to enhance their power within the corporation, and much of that success has resulted from corporate managers and directors voluntarily acceding to shareholder demands. Directors’ voluntary acquiescence to shareholder demands is quite simply remarkable. Remarkable because most of the changes reflect policies and practices that directors have vehemently opposed for decades, and because when opposing such changes directors stridently insisted that the changes were not in the corporation’s best interest. In light of that insistence, and numerous statements from directors …
Lifting Labor’S Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance, Leo E. Strine Jr., Aneil Kovvali, Oluwatomi O. Williams
Lifting Labor’S Voice: A Principled Path Toward Greater Worker Voice And Power Within American Corporate Governance, Leo E. Strine Jr., Aneil Kovvali, Oluwatomi O. Williams
All Faculty Scholarship
In view of the decline in gain sharing by corporations with American workers over the last forty years, advocates for American workers have expressed growing interest in allowing workers to elect representatives to corporate boards. Board level representation rights have gained appeal because they are a highly visible part of codetermination regimes that operate in several successful European economies, including Germany’s, in which workers have fared better.
But board-level representation is just one part of the comprehensive codetermination regulatory strategy as it is practiced abroad. Without a coherent supporting framework that includes representation from the ground up, as is provided …
Reversing The Fortunes Of Active Funds, Adi Libson, Gideon Parchomovsky
Reversing The Fortunes Of Active Funds, Adi Libson, Gideon Parchomovsky
All Faculty Scholarship
In 2019, for the first time in the history of U.S. capital markets, passive funds surpassed active funds in terms of total assets under management. The continuous growth of passive funds at the expense of active funds is a genuine cause for concern. Active funds monitor the management and partake of decision-making in their portfolio companies. Furthermore, they improve price efficiency and managerial performance by engaging in informed trading. The buy/sell decisions of active funds provide other market participants reliable information about the quality of firms. The cost of active investing is significant and it is exclusively borne by active …
Corporate Law For Good People, Yuval Feldman, Adi Libson, Gideon Parchomovsky
Corporate Law For Good People, Yuval Feldman, Adi Libson, Gideon Parchomovsky
All Faculty Scholarship
This article offers a novel analysis of the field of corporate governance by viewing it through the lens of behavioral ethics. It calls for both shifting the focus of corporate governance to a new set of loci of potential corporate wrongdoing and adding new tools to the corporate governance arsenal. The behavioral ethics scholarship emphasizes the large share of wrongdoing generated by "good people" whose intention is to act ethically. Their wrongdoing stems from "bounded ethicality" -- various cognitive and motivational processes that lead to biased decisions that seem legitimate. In the legal domain, corporate law provides the most fertile …
The History And Revival Of The Corporate Purpose Clause, Elizabeth Pollman
The History And Revival Of The Corporate Purpose Clause, Elizabeth Pollman
All Faculty Scholarship
The corporate purpose debate is experiencing a renaissance. The contours of the modern debate are relatively well developed and typically focus on whether corporations should pursue shareholder value maximization or broader social aims. A related subject that has received much less scholarly attention, however, is the formal legal mechanism by which a corporation expresses its purpose—the purpose clause of the corporate charter. This Article examines corporate purpose through the evolution of corporate charters. Starting with historic examples ranging from the Dutch East India Company to early American corporations and their modern 21st century parallels, the discussion illuminates how corporate purpose …
Should Corporations Have A Purpose?, Jill E. Fisch, Steven Davidoff Solomon
Should Corporations Have A Purpose?, Jill E. Fisch, Steven Davidoff Solomon
All Faculty Scholarship
Corporate purpose is the hot topic in corporate governance. Critics are calling for corporations to shift their purpose away from shareholder value as a means of addressing climate change, equity and inclusion, and other social values. We argue that this debate has overlooked the critical predicate questions of whether a corporation should have a purpose at all and, if so, what role it serves.
We start by exploring and rejecting historical, doctrinal, and theoretical bases for corporate purpose. We challenge the premise that purpose can serve a useful function either as a legal constraint on managerial discretion or as a …