Business Organizations Law Commons^™

Enforcing International Human Rights Law Against Corporations, Barnali Choudhury

All Papers

International human rights law is generally thought to apply directly to states, not to corporations since the latter is not a subject of international law. Some domestic courts are, however, enforcing these norms against corporations in domestic settings. Canadian courts have, for instance, recognized that corporations can be liable for breach of customary international law norms while UK courts have enforced international human rights norms indirectly against corporations relying on a combination of domestic corporate and tort law.

At the same time, some states are choosing to enforce international human rights norms against corporations using regulatory initiatives. These initiatives, known …

Catalyzing Climate Resilience In The Electric Utility Sector: Investor-Backed Utilities Must Prepare For The Approaching Storm, Jose J. Gonzalez

Emory Corporate Governance and Accountability Review

Communities and businesses that fail to take proactive measures will be devastated by the impacts of climate change. Across the United States, public and private entities have taken steps to protect companies and communities from climate change. However, financial restrictions and shareholder concerns have slowed such a response from the electric utility sector. This inaction has devastated communities such as Paradise, California and Lahaina, Hawaii. This Comment identifies how electric utility companies should utilize recently passed federal legislation, including the Bipartisan Infrastructure Law and Inflation Reduction Act, to finance large-scale projects to update America's power grid. This Comment also argues …

Antitrust, Labor Markets, And Issue-Spotting Dei Initiatives, Francesca Pisano

Emory Corporate Governance and Accountability Review

No abstract provided.

The End Of Remedies?, Joshua Shapiro

Emory Corporate Governance and Accountability Review

No abstract provided.

Negotiating For Certainty In An Uncertain World, Matthew D. Kent

Emory Corporate Governance and Accountability Review

No abstract provided.

When Can An Agreement On Environmental Policies Comply With U.S. Antitrust Laws?, Nathan Mendelsohn

Emory Corporate Governance and Accountability Review

No abstract provided.

Federal Enforcers Signal Heightened Scrutiny Of Algorithm Use To Inform Pricing Decisions, Lohr A. Beck, Carley H. Thompson

Emory Corporate Governance and Accountability Review

No abstract provided.

Leveraging Information Forcing In Good Faith, Hillary A. Sale

Georgetown Law Faculty Publications and Other Works

Leveraging Information Forcing in Good Faith, a chapter in Research Handbook on Law and Time, argues that the information-forcing-substance theory has a significant role to play both in how courts decide duty of good faith and oversight matters and in how active and engaged directors can add value in the boardroom. As explored in the chapter, by deploying the theory in corporate-law matters, the courts can reveal the information gaps between officers and directors and create pressure for better processes and discourse within the corporation. In turn, this can impact both the way in which fiduciaries interact with …

Loophole Entrepreneurship, Brian M. Sirman

Fordham Journal of Corporate & Financial Law

All entrepreneurs seek favorable legal or regulatory treatment for their businesses. Sometimes this leads an entrepreneur to build a business within a gap in the law—a loophole. In so doing, these “loophole entrepreneurs” may avoid steep regulatory compliance costs that otherwise would beset (or perhaps prohibit) their businesses, thereby gaining advantages over competitors. Despite these benefits, loophole entrepreneurship is fraught with risks. Loopholes, by nature, are fragile, and their contours are often uncertain. Moreover, the stigma of “exploiting a loophole” (which connotes unfairness or deception) can provoke ill will among competitors, policymakers, and the public.

The ranks of loophole entrepreneurs …

Outsourcing Voting To Ai: Can Chatgpt Advise Index Funds On Proxy Voting Decisions?, Chen Wang

Fordham Journal of Corporate & Financial Law

Released in November 2022, Chat Generative Pre-training Transformer (“ChatGPT”), has risen rapidly to prominence, and its versatile capabilities have already been shown in a variety of fields. Due to ChatGPT’s advanced features, such as extensive pre-training on diverse data, strong generalization ability, fine-tuning capabilities, and improved reasoning, the use of AI in the legal industry could experience a significant transformation. Since small passive funds with low-cost business models generally lack the financial resources to make informed proxy voting decisions that align with their shareholders’ interests, this Article considers the use of ChatGPT to assist small investment funds, particularly small passive …

The Public’S Companies, Andrew K. Jennings

Fordham Journal of Corporate & Financial Law

This Essay uses a series of survey studies to consider how public understandings of public and private companies map into urgent debates over the role of the corporation in American society. Does a social-media company, for example, owe it to its users to follow the free-speech principles embodied in the First Amendment? May corporate managers pursue environmental, social, and governance (“ESG”) policies that could reduce short-term or long-term profits? How should companies respond to political pushback against their approaches to free expression or ESG?

The studies’ results are consistent with understandings that both public and private companies have greater public …

Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey

Fordham Journal of Corporate & Financial Law

While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …

Whom Is Corporate Esg Integration For?, Ryan Brennan

Brooklyn Journal of International Law

Notions of corporate social responsibility (CSR) and more recently, environmental, social, and governance (ESG) have found their way into the boardrooms of the world’s largest corporations. The prominence of this trend has revived the timeless debate over the true function of for-profit business. Traditional theory calls for a corporation to maximize shareholder’s profits—a view known as “shareholder primacy.” A competing contemporary school of thought finds that corporate purpose naturally extends beyond generating return on the investment of a given shareholder to reflect social objectives and the many dependent constituents of a business. As it stands, US corporate law tracks the …

Is The Fair Use Doctrine A Viable Argument For Generative Ai?, Olivia Bainbridge

Honors Theses

The purpose of this research paper is to examine whether or not the fair use doctrine, a pivotal piece of copyright law, is a viable argument on behalf of generative artificial intelligence companies that are currently being sued on the basis of accused infringement of copyrighted images that their programs are trained on. By examining whether or not fair use is viable, generative artificial intelligence companies will be able to better gauge the validity of their arguments as well as adjust their practices accordingly if needed. This research is necessary because this research is examining a new field of law …

Taxing The New With The Old: Capturing The Value Of Data With The Corporate Income Tax In Virginia, Coleman H. Cheeley

University of Richmond Law Review

The Commonwealth of Virginia markets itself as “The Largest Data Center Market in the World.”In 2019, the Northern Virginia market alone was the largest in the United States by inventory, with room to grow. In 2021, data centers in Northern Virginia required an estimated 1,686 megawatts of power; that number is expected to increase by 200 megawatts in the near future, reflecting data centers currently under development. For reference, in 2022, it was estimated that more than 100 homes could be powered by one megawatt of solar power in Virginia. Historically, data centers have been located in the Commonwealth due …

Legal Risk And Insider Trading, Marcin Kacperczyk, Emiliano Sebastian Pagnotta

Research Collection Lee Kong Chian School Of Business

Do illegal insiders internalize legal risk? We address this question with hand-collected data from 530 SEC (the U.S. Securities and Exchange Commission) investigations. Using two plausibly exogenous shocks to expected penalties, we show that insiders trade less aggressively and earlier and concentrate on tips of greater value when facing a higher risk. The results match the predictions of a model where an insider internalizes the impact of trades on prices and the likelihood of prosecution and anticipates penalties in proportion to trade profits. Our findings lend support to the effectiveness of U.S. regulations' deterrence and the long-standing hypothesis that insider …

Corporate Purpose Beyond Borders: A Key To Saving Our Planet Or Colonialism Repackaged?, Roza Nurgozhayeva, Dan W. Puchniak

Research Collection Yong Pung How School Of Law

The “corporate purpose” debate, while extremely important, has largely been built on an understanding of corporate law and governance that is local – jurisdiction bound – while the issue of climate change is global; pollution does not respect jurisdictional borders. Despite this, in practice, states, multinational corporations, and transnational organizations are increasingly using formal and informal mechanisms to shape sustainable corporate governance beyond jurisdictional borders – a colossal development that has been hiding in plain sight.This article develops a taxonomy for identifying and analyzing the forces driving corporate purpose beyond borders: state-based, firm-based, and organization-based “global corporate law and governance”. …

Clark Memorandum: Fall 2023, J. Reuben Clark Law School, Byu Law School Alumni Association, J. Reuben Clark Law Society

The Clark Memorandum

• Five Ways Law School Contributes to Life’s True Purpose
• Faith in Law: A Q&A with President Dallin H. Oaks
• Personal Religious Conviction and the Practice of Law

Business Associations, Scott Lowry

Mercer Law Review

This Article surveys a selection of noteworthy cases involving business associations that Georgia courts decided between June 1, 2022 and May 31, 2023. This Article also briefly highlights the 2023 update to the Georgia Nonprofit Corporation Code, sections 14-3-101–1703 of the Official Code of Georgia Annotated, which was signed by Governor Kemp on May 2, 2023, and took effect on July 1, 2023.