Delegated Corporate Voting And The Deliberative Franchise, 2024 Seattle University School of Law
Delegated Corporate Voting And The Deliberative Franchise, Sarah C. Haan
Seattle University Law Review
Starting in the 1930s with the earliest version of the proxy rules, the Securities and Exchange Commission (SEC) has gradually increased the proportion of “instructed” votes on the shareholder’s proxy card until, for the first time in 2022, it required a fully instructed proxy card. This evolution effectively shifted the exercise of the shareholder’s vote from the shareholders’ meeting to the vote delegation that occurs when the share-holder fills out the proxy card. The point in the electoral process when the binding voting choice is communicated is now the execution of the proxy card (assuming the shareholder completes the card …
A Different Approach To Agency Theory And Implications For Esg, 2024 Seattle University School of Law
A Different Approach To Agency Theory And Implications For Esg, Jonathan Bonham, Amoray Riggs-Cragun
Seattle University Law Review
In conventional agency theory, the agent is modeled as exerting unobservable “effort” that influences the distribution over outcomes the principal cares about. Recent papers instead allow the agent to choose the entire distribution, an assumption that better describes the extensive and flexible control that CEOs have over firm outcomes. Under this assumption, the optimal contract rewards the agent directly for outcomes the principal cares about, rather than for what those outcomes reveal about the agent’s effort. This article briefly summarizes this new agency model and discusses its implications for contracting on ESG activities.
Stakeholder Governance As Governance By Stakeholders, 2024 Seattle University School of Law
Stakeholder Governance As Governance By Stakeholders, Brett Mcdonnell
Seattle University Law Review
Much debate within corporate governance today centers on the proper role of corporate stakeholders, such as employees, customers, creditors, suppliers, and local communities. Scholars and reformers advocate for greater attention to stakeholder interests under a variety of banners, including ESG, sustainability, corporate social responsibility, and stakeholder governance. So far, that advocacy focuses almost entirely on arguing for an expanded understanding of corporate purpose. It argues that corporate governance should be for various stakeholders, not shareholders alone.
This Article examines and approves of that broadened understanding of corporate purpose. However, it argues that we should understand stakeholder governance as extending well …
The Need For Corporate Guardrails In U.S. Industrial Policy, 2024 Seattle University School of Law
The Need For Corporate Guardrails In U.S. Industrial Policy, Lenore Palladino
Seattle University Law Review
U.S. politicians are actively “marketcrafting”: the passage of the Bipartisan Infrastructure Law, the CHIPS and Science Act, and the Inflation Reduction Act collectively mark a new moment of robust industrial policy. However, these policies are necessarily layered on top of decades of shareholder primacy in corporate governance, in which corporate and financial leaders have prioritized using corporate profits to increase the wealth of shareholders. The Administration and Congress have an opportunity to use industrial policy to encourage a broader reorientation of U.S. businesses away from extractive shareholder primacy and toward innovation and productivity. This Article examines discrete opportunities within the …
Capitalism Stakeholderism, 2024 Seattle University School of Law
Capitalism Stakeholderism, Christina Parajon Skinner
Seattle University Law Review
Today’s corporate governance debates are replete with discussion of how best to operationalize so-called stakeholder capitalism—that is, a version of capitalism that considers the interests of employees, communities, suppliers, and the environment alongside (if not before) a company’s shareholders. So much focus has been dedicated to the question of capitalism’s reform that few have questioned a key underlying premise of stakeholder capitalism: that is, that competitive capitalism does not serve these various constituencies and groups. This Essay presents a different view and argues that capitalism is, in fact, the ultimate form of stakeholderism. As such, the Essay urges that the …
Table Of Contents, 2024 Seattle University School of Law
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
The Structure Of Corporate Law Revolutions, 2024 Seattle University School of Law
The Structure Of Corporate Law Revolutions, William Savitt
Seattle University Law Review
Since, call it 1970, corporate law has operated under a dominant conception of governance that identifies profit-maximization for stockholder benefit as the purpose of the corporation. Milton Friedman’s essay The Social Responsibility of Business is to Increase Its Profits, published in September of that year, provides a handy, if admittedly imprecise, marker for the coronation of the shareholder-primacy paradigm. In the decades that followed, corporate law scholars pursued an ever-narrowing research agenda with the purpose and effect of confirming the shareholder-primacy paradigm. Corporate jurisprudence followed a similar path, slowly at first and later accelerating, to discover in the precedents and …
The Limits Of Corporate Governance, 2024 Seattle University School of Law
The Limits Of Corporate Governance, Cathy Hwang, Emily Winston
Seattle University Law Review
What is the purpose of the corporation? For decades, the answer was clear: to put shareholders’ interests first. In many cases, this theory of shareholder primacy also became synonymous with the imperative to maximize shareholder wealth. In the world where shareholder primacy was a north star, courts, scholars, and policymakers had relatively little to fight about: most debates were minor skirmishes about exactly how to maximize shareholder wealth.
Part I of this Essay discusses the shortcomings of shareholder primacy and stakeholder governance, arguing that neither of these modes of governance provides an adequate framework for incentivizing corporations to do good. …
Certificates Of Public Advantage: A Valuable Tool Or Diminishing Allure?, 2024 Mitchell Hamline School of Law
Certificates Of Public Advantage: A Valuable Tool Or Diminishing Allure?, Abdur Rahman Amin
Mitchell Hamline Law Journal of Public Policy and Practice
No abstract provided.
The Ncaa's Challenge In Determining Nil Market Value, 2024 Texas A&M University School of Law
The Ncaa's Challenge In Determining Nil Market Value, Meg Penrose
Faculty Scholarship
This Article proceeds in three parts. Part II discusses the changes that NIL has wrought in college athletics. It briefly explains collectives and their impact on NIL. Part III discusses the impossibility of limiting athletes’ “fair market value” given market value depends on what the market is willing to pay. Congress has failed to pass national legislation. Yet the mosaic of state laws is simply unfit to stand in for national legislation. And, following multiple litigation losses, the NCAA cannot be trusted to “value” the athletes themselves. Market value, if one is to be established, must be uniform and assessed …
App-Based Drivers, Employees Or Independent Contractors?: Big Tech’S Fight To Classify Drivers As Independent Contractors Prioritizes Flexibility And Innovation Over Labor And Class Implications, 2024 Suffolk University
App-Based Drivers, Employees Or Independent Contractors?: Big Tech’S Fight To Classify Drivers As Independent Contractors Prioritizes Flexibility And Innovation Over Labor And Class Implications, Erin Chow
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
Be“Yondr” The Schoolhouse Gate: Law And Policy For Student Cell Phone Restriction In Public High Schools, 2024 Suffolk University
Be“Yondr” The Schoolhouse Gate: Law And Policy For Student Cell Phone Restriction In Public High Schools, William Thompson
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
Arbitration—It Does Not Matter If You Read The Terms And Conditions: They Do Not Apply Anyway—Berman V. Freedom Financial Network, Llc, 30 F.4th 849 (9th Cir. 2022), 2024 Suffolk University
Arbitration—It Does Not Matter If You Read The Terms And Conditions: They Do Not Apply Anyway—Berman V. Freedom Financial Network, Llc, 30 F.4th 849 (9th Cir. 2022), Ian Mcreynolds
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
Civil Law—Circuit Split: Eighth Circuit’S Superior Causation Standard For Anti-Kickback Violations Under The False Claims Act—United States Ex Rel. Cairns V. D.S. Med. Llc., 42 F.4th 828 (8th Cir. 2022), 2024 Suffolk University
Civil Law—Circuit Split: Eighth Circuit’S Superior Causation Standard For Anti-Kickback Violations Under The False Claims Act—United States Ex Rel. Cairns V. D.S. Med. Llc., 42 F.4th 828 (8th Cir. 2022), Lauren Flynn
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
Duality In Contract And Tort, 2024 University of Marburg, Public Economics Group
Duality In Contract And Tort, Tim Friehe, Joshua C. Teitelbaum
Georgetown Law Faculty Publications and Other Works
We study situations in which a single investment serves the dual role of increasing the expected value of a contract (a reliance investment) and reducing the expected harm of a post-performance accident (a care investment). We show that failing to account for the duality of the investment leads to inefficient damages for breach of contract and inefficient standards for due care in tort. Conversely, we show that accounting for the duality yields contract damage measures and tort liability rules that provide correct incentives for efficient breach and reliance in contract and for efficient care in tort.
Resistance Proceduralism: A Prologue To Theorizing Procedural Subordination, 2024 Boston University School of Law
Resistance Proceduralism: A Prologue To Theorizing Procedural Subordination, Portia Pedro
Washington and Lee Law Review
Several legal scholars have discussed the role of slavery within their own family histories and a growing number of scholars are exploring the successes and strategies of lawyers and Black litigants in freedom suits and other litigation in the United States antebellum South. I build on these literatures with a focus on procedure. In this Article, I analyze procedures involved in a few of my ancestral and personal experiences. Some of the experiences with process involved litigation to be free from slavery while other experiences did not explicitly involve any law. But they all involved process.
Engaging in this practice—marshaling …
Pushback On Zoom® Court Proceedings: Is “Effective” Counsel Still Effective?, 2024 Suffolk University
Pushback On Zoom® Court Proceedings: Is “Effective” Counsel Still Effective?, Adrianne Downey
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
The End Of Arbitrage: Recent Chancery Court Decisions Highlight Delaware’S Need To Overturn Transkaryotic, 2024 Emory University School of Law
The End Of Arbitrage: Recent Chancery Court Decisions Highlight Delaware’S Need To Overturn Transkaryotic, Celia Golod
Emory Law Journal
Appraisal is a legislatively created right that affords a shareholder the ability to seek a judicial ruling on the fair value of their stock when their corporation undergoes a merger that they do not support. While this remedy is intended to protect shareholders from faulty merger negotiating, in the 2010s hedge fund petitioners in Delaware flooded the Delaware Chancery Court to use the remedy to make a profit—a tactic called appraisal arbitrage. While appraisal arbitrage theoretically acts as a back-end market check on controller abuses, appraisal litigation is lengthy and requires court resources. Further, appraisal arbitrage allows hedge fund petitioners, …
Clarifying Contempt In Civil Cases: Appropriate Uses In Florida, 2024 Suffolk University
Clarifying Contempt In Civil Cases: Appropriate Uses In Florida, Jani Maurer
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.
Employment Law—Blurred Lines: Loopholes To Avoid Joint Employer Liability—Felder V. United States Tennis Ass'n, 27 F.4th 834 (2d Cir. 2022), 2024 Suffolk University
Employment Law—Blurred Lines: Loopholes To Avoid Joint Employer Liability—Felder V. United States Tennis Ass'n, 27 F.4th 834 (2d Cir. 2022), Katie Groves
Suffolk Journal of Trial and Appellate Advocacy
No abstract provided.