Business Law, Public Responsibility, and Ethics Commons^™

Don’T Get Screwed: What Factors Determine The Inclusion Of J. Crew Blockers?, Michael Sill

CMC Senior Theses

A “J. Crew Maneuver” is a type of collateral-stripping event that transfers the value of a nearly insolvent company from the lender to the borrower. This concept matters to lenders because it exposes them to significant downside risk through the loss of hundreds of millions of pledged collateral. While credit analysts and debt lawyers have commented on the importance of preserving creditor value ex ante through lender-protective clauses embedded within debt documents, this paper breaks ground on empirically studying the determinants of these protective clauses known as “J. Crew Blockers”. I hypothesize that private equity backing, a contractionary credit environment, …

Privacy-As-Property: A New Fundamental Approach To The Right To Privacy And The Impact This Will Have On The Law And Corporations, Sevion Dacosta

CMC Senior Theses

The most popular conception of the right to privacy stems from Warren and Brandeis’s description of privacy as “the right to be left alone.” This theory ultimately points to a more fundamental approach to the right to privacy rooted in property rights. This fundamental approach - which I call privacy-as-property - is what I establish in this paper. I argue that the Lockean concept of property that “every man has a property in his own person” provides the foundation for the right to privacy. Privacy-as-property begins with the fundamental right to control oneself. Because of this intrinsic right, your property …

State Securities Enforcement, Andrew K. Jennings

Faculty Articles

Each year, state securities regulators bring over twice the enforcement actions brought by the Securities and Exchange Commission, yet their work is largely missing from the literature. This Article provides an institutional account of state securities enforcement and identifies two key advantages—detection granularity and institutional decentralization—that states enjoy over their federal counterparts in policing localized frauds involving individual, often small-dollar, victims. Although states share enforcement jurisdiction with the SEC and DOJ, their enforcement activity reflects their institutional advantages and constraints and thus largely does not overlap with that of federal authorities. Instead, states serve as the nation’s residual securities enforcers, …

Follow-Up Enforcement, Andrew K. Jennings

Faculty Articles

Firms sometimes break the law. When they do, a host of government agencies have power to bring enforcement actions against them, which serve to punish past wrongs, compensate victims, disgorge unlawful gains, deter others, and prevent recidivism. Each of these purposes but one—preventing recidivism—is either met or not once the case reaches settlement. Whether recidivism will occur, however, remains uncertain at the time a case is settled. In light of that uncertainty, this Article takes a critical look at how enforcers currently address recidivism prevention—what it dubs the “clawback” approach—under which defendant firms receive penalty credit today in exchange for …

Shareholder Primacy And The Moral Obligations Of Directors, Mark J. Loewenstein, Jay Geyer

Fordham Journal of Corporate & Financial Law

One of the most written-about and important topics in corporate law is the fiduciary obligations of corporate directors. Increasingly, critics of American capitalism have urged that corporations, and implicitly, corporate directors, act in a more socially responsible fashion and thus eschew the notion that shareholder primacy is the exclusive guide to a director’s fiduciary duty. Under this view, directors must consider the effect of their actions on “stakeholders” other than shareholders and be guided by morality—doing the right thing—when making business judgments.

When directors move away from shareholder primacy, however, decision-making becomes more difficult and problematic. This article analyzes the …

Humanity Constrains Loyalty: Fiduciary Duty, Human Rights, And The Corporate Decision Maker, Malcolm Rogge

Fordham Journal of Corporate & Financial Law

This article considers whether the values contained within the idea of human rights have normative priority over economic values as they are inscribed in shareholder-oriented interpretations of the duty of loyalty in corporate law. While stakeholder theorists have sought to expand the ambit of the fiduciary duty—arguing generally that corporate fiduciary law permits managers to take into account a broad range of stakeholder interests—this article shifts the frame of analysis: It proposes that the range of corporate fiduciary loyalty is constrained by human rights as normative values that are distinct from the strictly economic values that are given primacy in …

Who Makes Esg? Understanding Stakeholders In The Esg Debate, Matthew Diller, Stephanie Betts, Lorenzo Corte, David M. Silk, Scott V. Simpson, Lisa M. Fairfax, Carmen X. W. Lu, David H. Webber, Leo E. Strine, Jr., Sean J. Griffith

Fordham Journal of Corporate & Financial Law

No abstract provided.

Fixing Esg: Are Mandatory Esg Disclosures The Solution To Misleading Ratings?, Javier El-Hage

Fordham Journal of Corporate & Financial Law

This Note provides an overview of the debate around the current state of ESG disclosure practices, and the perceived need for the SEC to establish a system of mandatory ESG disclosures. Part I explores the inherent difficulty of defining ESG, the problematic nature of quantifying and measuring ESG factors, and the tools currently being used by market-leading ratings firms and investment vehicles. In particular, this part addresses the inconsistencies of ESG self-reporting, the influence of this practice on the ensuing ratings, and the potential for investors to be misled as a result.

Part II of the Note explores the possible …

Towards A Holistic Risk Model For Safeguarding The Pharmaceutical Supply Chain: Capturing The Human-Induced Risk To Drug Quality, Heather R. Campbell

Theses and Dissertations--Pharmacy

Counterfeit, adulterated, and misbranded medicines in the pharmaceutical supply chain (PSC) are a critical problem. Regulators charged with safeguarding the supply chain are facing shrinking resources for inspections while concurrently facing increasing demands posed by new drug products being manufactured at more sites in the US and abroad. To mitigate risk, the University of Kentucky (UK) Central Pharmacy Drug Quality Study (DQS) tests injectable drugs dispensed within the UK hospital. Using FT-NIR spectrometry coupled with machine learning techniques the team identifies and flags potentially contaminated drugs for further testing and possible removal from the pharmacy. Teams like the DQS are …

The Future Of Fashion: Corporate Social Responsibility And Essential Marketing Strategies, Taite Jorgensen

CMC Senior Theses

This paper analyzes how fast fashion has impacted future trends of the fashion industry. Due to globalization, the fast fashion industry has been able to create new norms of over-consumerism and international labor. Because of this, the fast fashion industry is able to mass produce in a way consumers have never seen before, in addition to making it all at extremely low prices. However, fast fashion brands are only able to mass produce cheap goods through unethical methodologies; these methodologies include unsustainable materials and practices, inhuman labor conditions and wages, and by making sizes that exclude bigger bodies. Consumers are …

Moving Beyond Sisyphus: Pursuing Sustainable Development In A Business-As-Usual World, Sarah Easter, Kim Ceulemans, Monty L. Lynn

Management Sciences

No abstract provided.

Percepción Del Director Escolar Sobre El Liderazgo Servidor En Las Escuelas Cinco Estrellas En Arecibo, Puerto Rico, Enrique Antonio Cordero Soto

Theses and Dissertations

El propósito de la investigación fue Indagar la percepción de los directores escolares de las escuelas cinco estrellas sobre el liderazgo servidor. Los mismos tendrán una evaluación sobre su liderazgo en sus entornos escolares y si ellos son partes de sus logros, tanto en lo administrativo, clima escolar y aprovechamiento académico de los estudiantes. Los propósitos del estudio fueron determinar si existía una relación entre su liderazgo como directores escolares y el líder servidor, el reconocimiento de las cualidades y ventajas sobre el liderazgo de servicio y como relaciona el impacto de servicio en la clasificación de las escuelas y …

Choice Of Law And The Preponderantly Multistate Rule: The Example Of Successor Corporation Products Liability, Diana Sclar

Dickinson Law Review (2017-Present)

Most state rules of substantive law, whether legislative or judicial, ordinarily adjust rights and obligations among local parties with respect to local events. Conventional choice of law methodologies for adjudicating disputes with multistate connections all start from an explicit or implicit assumption of a choice between such locally oriented substantive rules. This article reveals, for the first time, that some state rules of substantive law ordinarily adjust rights and obligations with respect to parties and events connected to more than one state and only occasionally apply to wholly local matters. For these rules I use the term “nominally domestic rules …

J Mich Dent Assoc January 2021

The Journal of the Michigan Dental Association

Every month, The Journal of the Michigan Dental Association brings news, information, and features about Michigan dentistry to our state's oral health community and the MDA's 6,200+ members. No publication reaches more Michigan dentists!

In this issue, the reader will find the following original content:

• A cover story on “The Dentist’s Role in Recognizing Sleep-Disordered Breathing in Children”.
• A feature article, “Dental Sleep Medicine Education: Do You Want a Nap or a Full Night’s Sleep?”.
• The feature article, “In-office Plans: Where Are We Now? What Have We Learned?”
• News you need, Editorial and regular department articles on MDA Foundation activities, …

Corporate Social Responsibility In The United States And Nigeria, Olatokunbo Ahmed Wilfred Tijani

Walden Dissertations and Doctoral Studies

A recent spate of violations uncovered by international regulators has suggested an emerging social problem that the current corporate social responsibility (CSR) credibility paradigm could be decoupling between theory and practice. This development has left most stakeholders deliberating if CSR in practice is aligned with CSR in theory. This correlational research study empirically tested the CSR theory, positing improved corporate social performance (CSP) and corporate financial performance (CFP); and stakeholder theory, positing quid pro quo correlation between multinational corporations (MNCs) and their stakeholders. The purpose of this study was to identify if there is a positive association between the corporate …

Restoration: The Role Stakeholder Governance Must Play In Recreating A Fair And Sustainable American Economy – A Reply To Professor Rock, Leo E. Strine Jr.

Ira M. Millstein Center for Global Markets and Corporate Ownership

This reply to For Whom Is the Corporation Managed in 2020? The Debate Over Corporate Purpose by Professor Edward Rock supports his depiction of the current state of corporate law in the United States. But by contrast to Professor Rock, I do not trace the debate over corporate purpose to recent statements by business elites belatedly recognizing that our corporate governance system has failed to work for the many and is contributing to growing inequality. Rather, I source the debate to the work of advocates and scholars who have long been trying to restore fairness to our economy by updating …

The Domains Of Loyalty: Relationships Between Fiduciary Obligation And Intrinsic Motivation, Deborah A. Demott

Faculty Scholarship

Recent scholarly inquiry into fiduciary law predominantly focuses on whether the subject is a coherent field and not a piecemeal assortment of doctrinal detail. This Article looks to the future and to relationships between the formal domain of fiduciary law and other factors that shape conduct. These include intrinsic motivation, markets for professional services, and forces like the operation of reputation. The Article demonstrates that looking across domains, from the legal to the extralegal, casts in sharp relief the reasons why fiduciary law is distinctive. These stem from the specific qualities of relationships to which fiduciary law applies, as well …

Beyond Profit, Emilie Aguirre

Faculty Scholarship

Etsy was a crown jewel of socially responsible businesses. It prioritized female entrepreneurship, its employees, and environmental stewardship. It was widely admired as a company pursuing social goals alongside profit goals. But after scaling up through an IPO, Etsy fell apart both socially and financially. Similar stories proliferate in the world of socially conscious business. What happened? Standard accounts point to greedy investors, capitalism, and short-termism as the culprits.

But this Paper identifies a more fundamental problem: business law is not designed to facilitate scale-ups for companies that articulate objectives beyond profit. It lacks a durable commitment mechanism for these …

Equality Metrics, Veronica Root Martinez, Gina-Gail S. Fletcher

Faculty Scholarship

This time is different. This time the death of another Black man at the hands of white police officers prompted calls for change not only within police departments, but across all aspects of American life. Those calls for change resulted in significant displays of support for the Black Lives Matter movement and interest in how to eliminate systemic racism and promote racial diversity and justice within one’s daily life and workplace. For the most part, corporations were quick to publicly align themselves with the movement. When carefully examined, however, many of the statements issued by corporations in support of the …

Third Party And Appointed Monitorships, Veronica Root Martinez

Faculty Scholarship

This chapter outlines the history and use of monitors in various contexts, beginning with the original conception of a court-appointed monitor and ending with the more recent development of the public relations and modern-day court-ordered monitor. It next discusses how the specific type of monitorship alters the duties and confidentiality expectations of the parties to the monitorship in both formal and informal ways. Next, it analyzes the sparse regulation of monitorships, suggesting that reputation may currently be the most effective limit on monitor overreach and capture. Finally, it ends by proposing two areas for scholarly focus going forward: (1) mechanisms …