Business Law, Public Responsibility, and Ethics Commons^™

Curb Your Enthusiasm: The Rise Of Hedge Fund Activist Shareholders And The Duty Of Loyalty, Soo Young Hong

Fordham Journal of Corporate & Financial Law

Shareholder activism has been a growing problem in the corporate world, creating numerous dilemmas for the board of directors of companies. Activist shareholders can unsettle a company, pressuring the directors to make decisions according to the course of business the activists would prefer, and thus interfering with the traditional role of directors as the decision-makers of a company. With this new development in the business world, legal scholars have been debating if this activism needs to be controlled and, if so, what measures can be taken to reach a balance. This Note examines the traditional corporate principles such as the …

List Voting’S Travels: The Importance Of Being Independent In The Boardroom, Maria Lucia Passador

Fordham Journal of Corporate & Financial Law

The life of the law, especially with regard to corporations, is strongly influenced by experience and practice. The board, a living element of corporate law, is therefore one of the most noteworthy aspects to be studied, given its relevant implications and role as the lifeblood of scholarly debates.

This Article offers a novel contribution to the assessment of list voting, a fairly unique Italian system that has been increasingly appreciated by institutional investors. A hand-picked dataset that stretches from 2005 to 2015 shows a positive correlation between minority-appointed directors in the boardroom and dividend payouts. Furthermore, the findings shed light …

The Outsized Influence Of The Fcpa?, Veronica Root Martinez

Faculty Scholarship

The current power and influence of the Foreign Corrupt Practices Act (“FCPA”) is really quite remarkable when one considers the statute was largely ignored for its first twenty-five years of existence. This statute, meant to reign in corruption by United States companies doing business abroad; has generated billions of dollars in revenue for the United States government; prompted the development of law firm practice groups and law school courses; become the subject of numerous scholarly articles; and has, arguably, made anti-bribery efforts the highest of priorities for multinational corporations engaged in robust compliance efforts. Corporations, scholars, and the public would …

Examining The Tragedy Of The Commons Dilemma: Looking At The New Hampshire Fishing Industry, Peter A. Brown

Honors Theses and Capstones

The Tragedy of the Commons is a widely known problem debated amongst economists for years. Even the topic of the Tragedy of the Commons when applied to fishing has been debated several times. The fishing industry is a major part of the culture and economy here in New Hampshire and the conversation how to properly tax and regulate it to combat this problem is one that has been taking place and will continue to take place for several years. The purpose of this project was to examine this problem at a state level and look at the relationship between State …

Shareholders United?, Andrew K. Jennings

Faculty Articles

Securities regulation has a way of crossing into other lanes. What public companies do is substantive regulation. How they govern themselves while doing it-or more importantly, how they disclose it-is securities regulation. So it is no surprise that the perennial concern over regulating money in politics should also become a question of federal securities regulation. The Shareholders United Act (the "Act")-passed by the House of Representatives as part of House Bill 1, an early, major piece of legislation in the 116th Congress-does just that. The Act would require that before engaging in political spending, public companies poll shareholders on how …

Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev

Faculty Articles

This Article analyzes the history, design, and effectiveness of the highly controversial CEO pay ratio disclosure rule, which went into effect in 2018. Based on a regulatory mandate contained in the Dodd-Frank Act of 2010, the rule requires public companies to disclose the ratio between CEO pay and median worker pay as part of their annual filings with the Securities and Exchange Commission (SEC). The seven-year rulemaking process was politically contentious and generated a level of public engagement that was virtually unprecedented in the long history of the SEC disclosure regime. The SEC sought to minimize compliance costs by providing …

Small Business Fintech Lending: The Need For Comprehensive Regulation, Lenore Palladino

Fordham Journal of Corporate & Financial Law

The 28.7 million small businesses in the United States—99% of all American businesses—are the backbone of the American economy. Historically, small businesses relied on community banks for their credit needs. Over the last decade, however, small businesses increasingly have turned to “fintech” lenders—nonbank lenders that are largely unregulated. Nonbank consumer lending is governed by consumer protection statutes, but nonbank small business lending is outside of any clear regulatory framework that would protect borrowers from potentially predatory practices. This Article argues that the optimal regulatory regime is a combination of both state authority over fintech lenders and inclusion of small business …

The Consumer Financial Protection Bureau: A Novel Agency Design With Familiar Issues, Thomas Arning

Fordham Journal of Corporate & Financial Law

This Note examines the structure of the Consumer Financial Protection Bureau, with a specific focus on its single-director structure. The balance of authority between agencies and the three branches of government has been a point of contention for generations, especially since the early twentieth century. This area of the law became even more contested following the financial crisis in 2008. As part of the response to the perceived abuses that led to the global recession, Congress created the Consumer Financial Protection Bureau, ultimately opting to give it a single director as opposed to a board structure. Proponents of this regime …

Decoding Smart Contracts: Technology, Legitimacy, & Legislative Uniformity, Jared Arcari

Fordham Journal of Corporate & Financial Law

Blockchain technology is increasingly permeating the everyday lives of countless people. Applications of the cutting-edge technology range from secured banking to tracking mortgage titles. A particular blockchain technology, dubbed “smart contracts,” has the potential to revolutionize how individuals and companies securely contract with each other. Smart contracts, however, are not widely employed, mainly because potential users are uncertain of their enforceability as contracts under existing state contract laws. Similar skepticism slowed the acceptance of electronic signatures in the late 1990s, but was resolved ultimately through a model uniform act recognizing electronic signatures’ effectiveness across interstate borders. This Note proposes a …

Do Not Bank On Us! Taking Stock Of Transparency And Accountability During Crises In Uganda: The Case Of Crane Bank Collapse, Angella Napakol, Ann Mugunga

International Crisis and Risk Communication Conference

This study examined transparency and accountability as bridges to the interpretative and sense making capabilities of the public following the collapse of Crane Bank, Uganda. Content and critical discourse analysis methods were used to: investigate the nature of communication, the information shared; review honesty and responsibility in communication, and also analyze how accountability and transparency are constructed during crisis situations in the South. Assessment of 120 newspaper articles showed that both Crane Bank and Bank of Uganda mainly left it to the media to create and give meaning to stakeholders. Initial communication from both institutions was delayed and subsequent communication …

The Eighteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center: Corwin V. Kkr Financial Holdings Llc— An “After-Action Report”, The Honorable Joseph R. Slights Iii, Matthew Diller

Fordham Journal of Corporate & Financial Law

No abstract provided.

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …

Does The Legal System Affect The Cost Of External Financing? Evidence From Ipo Underpricing Of Foreign Firms Listed In U.S. Stock Markets, Shaokang Wang, Jing Jiang

WCBT Faculty Publications

To study the effect of the legal system on the cost of external financing, we examine the degree of underpricing of the IPOs by foreign companies listed in U.S. We find that firms from highly corrupted countries have larger IPO underpricing. The quality of the home-country public law enforcement reduces the degree of IPO underpricing. In particular, the criminal sanction for violations of securities laws is the most significant factor in reducing underpricing. The evidence shows that even when a non-U.S. firm meets sophisticated U.S. regulations and goes public in a U.S. exchange, the degree of underpricing is still influenced …

Climate Change: A Call To Action, Kathy K. Dhanda

WCBT Faculty Publications

On Dec 15, 2018, in the town of Katowice, Poland, diplomats from 200 countries adopted a detailed set of rules to uphold and implement the Paris Agreement, the international treaty drafted by United Nations Framework Convention on Climate Change (UNFCCC) to reduce greenhouse gas emissions. This deal will require every country to track its emissions and climate policies by following a uniform set of standards. Furthermore, countries are to cut their emissions ahead of the next round of talks in 2020. Climate change is a complicated problem, one that will not be solved by national governments alone. A lot of …

The Eu’S Struggles With Collective Action For Securities Fraud: An American Perspective, Dan Morrissey

Texas A&M Law Review

Notwithstanding the apparent exit of the United Kingdom, the European Union (“EU”) has grown in membership and power since its modest beginnings after World War II, now rivaling the U.S. in economic strength. With the goal of promoting the security and prosperity of all the citizens of the countries that belong to it, the EU is pressing ahead to adopt laws that will promote their political and financial integration. Along those lines, it has also recently acknowledged a deficiency in the legal systems of its member states when it comes to allowing collective actions for victims of various types of …

Cooking A Corporation Tax Controversy: Apple, Ireland And The Eu., Ciara Graham, Brendan O'Rourke

Articles

Given the centrality of corporations in distribution of income and wealth studies, discursive constructions of corporate taxation are essential to understanding the production of inequality. The focus of this study is an interview with Apple’s Chief Executive Tim Cook on the Irish state broadcaster, Raidió Teilifís Éireann’s (RTÉ) flagship news programme, Morning Ireland, following the ruling by the European Commission (EC) on the corporation tax arrangements between Apple Inc. and Ireland. Drawing on a Critical Discourse Analysis (CDA) approach, a frame analysis is provided. The significance and extent of the EC’s ruling has potential implications for corporation taxation policy, within …

Island Invasion: The Silent Crisis In Hawaii, Sophia Janssen

Pomona Senior Theses

Keeping out invasive species may, upon first review, seem like a trivial environmental cry from ecologists and deep environmentalists; a belated wish to return to an undeveloped world where nature was pristine. However invasive species create problems that impact all of us and can have far more severe consequences than changing a stunning landscape. These problems are heightened in islands like Hawaii, where the fragile ecosystems have developed over centuries of evolution and adaptation. The introduction of a disease-carrying mosquito can put the people of Hawaii at risk to many vector-born illnesses and create an epidemic, taking human life. The …

Successful Climate Change Strategies In Corporate Farming, Deann Renee Reaves

Journal of Sustainable Social Impact

According to the National Oceanic and Atmospheric Administration’s National Centers for Environmental Information (2016), climate-related disasters occurring from 2011 to 2015 caused property damages in excess of US$230 billion—and the agriculture sector incurs some of the largest losses (Hoffmann, 2013). The purpose of this case study was to identify, through an in-depth interview and document review, successful climate-change-based sustainability strategies in a publicly held farming operation. The findings indicated that the farm’s climate-change-based sustainability strategy had basic qualities of corporate social responsibility, triple-bottom-line thinking, and systems thinking. Specific approaches identified were mitigation- and adaptation-oriented approaches. Implications for social change include …

Private Ordering And Improving Information Flow To The Board Of Directors: The Duty To Inform Bylaw, Jennifer O'Hare

Faculty Publications

It seems that almost every day there is another report of a corporate scandal at a public company. Whether the scandal involves sexual harassment by senior management or widespread illegal conduct by employees, the first question asked by investors and the media is usually, “Where was the board?” And the board’s response is almost always, “We didn’t know.” Directors of public companies rely on officers to provide the information the board needs to manage the corporation, but, strangely enough, officers may not even be legally required to provide information to the board. The Delaware General Corporation Law is silent on …

The Geography Of Csr, David K. Ding, Christo Ferreira, Udomsak Wongchoti

Research Collection Lee Kong Chian School Of Business

We regress socio-economic indicators against firm level CSR scores using a sample of over 26,000 firm year observations from 1991 through 2009. We find that a firm's CSR profile is linked to the socio-economic conditions of the firm's geographic headquarters (HQ) location. The study documents that the legal, cultural, economic, and demographic differences across geography significantly explain the variation in CSR means between metropolitan statistical areas, states, and regions. We also find that the relation between CSR and firm performance is conditional on socio-economic factors, which highlight the endogeneity concerns inherent in CSR studies. Lastly, we show that firms that …

The Hague Rules On Business And Human Rights Arbitration, Bruno Simma, Diane Desierto, Martin Doe Rodriguez, Jan Eijsbouts, Ursula Kriebaum, Pablo Lumerman, Abiola Makinwa, Richard Meeran, Sergio Puig, Steven Ratner, Giorgia Sangiuolo, Martijn Scheltema, Anne Van Aaken, Katerina Yiannibas

Other Publications

The Hague Rules on Business and Human Rights Arbitration provide a set of procedures for the arbitration of disputes related to the impact of business activities on human rights. The Hague Rules are based on the Arbitration Rules of the United Nations Commission on International Trade Law (with new article 1, paragraph 4, as adopted in 2013) (the “UNCITRAL Rules”), with modifications needed to address certain issues likely to arise in the context of business and human rights disputes. Each article is accompanied by a commentary, which includes background on the drafting of various provisions in the Rules, explaining in …

The Compliance Process, Veronica Root

Faculty Scholarship

Even as regulators and prosecutors proclaim the importance of effective compliance programs, failures persist. Organizations fail to ensure that they and their agents comply with legal and regulatory requirements, industry practices, and their own internal policies and norms. From the companies that provide our news, to the financial institutions that serve as our bankers, to the corporations that make our cars, compliance programs fail to prevent misconduct each and every day. The causes of these compliance failures are multifaceted and include general enforcement deficiencies, difficulties associated with overseeing compliance programs within complex organizations, and failures to establish a culture of …

Aliera Healthcare, Inc., Order Entering Temporary Restraining Order, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Runzhou Zhang Order On Defendant Scott Hosteler's Motion To Enforce Judgment, Melvin Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Nancy Johnson Order On Certain Discovery Related Motions, Objections And Requests, Melvin Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Impacts Of Globalization: Educational Reforms Shifts The Public Into A Recurrent Devalued Socioeconomic Era For Minorities, Jacqulyn Washington

Master's Theses

This article delves into the breakdown of the impact globalization have on the success of minorities in urban centers. While expanding on the many factors that contribute to the success of minorities, it informs the reader how education, being a huge indicator of success, has been underserved to the poor and minorities. Lacking many resources, this blockage has been further strained through the local government, multinational corporations, educational reforms, and Translocal politics.

Marc Mccord, Order On Pending Discovery Motions, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Strategic Jubilee Et Al., Order On Pending Motions, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Stakeholder Theory In Ethical Business Decisions: The Case Of Nestle, Mckayla Marcola

Honors Theses

The traditional view of business is that executives have an obligation to base all decisions around increasing the value of the business. But what happens when those decisions infringe on the surrounding environment? In 2017, Nestlé proposed a water withdrawal increase at their Evart, MI water bottling plant from 250 gallons per minute, to 400 gallons per minute. During April 2018, the Michigan Department of Environmental Quality approved the new withdrawal proposal; this caused an up roar in the environmental community. From local citizens, to public interest groups, many have expressed their opposition for this increase stating that this increase …

Management Of Cull Dairy Cows—Consensus Of An Expert Consultation In Canada, Jane Stojkov, G. Bowers, M. Draper, Todd Duffield, P. Duivenvoorden, M. Groleau, Deb Haupstein, R. Peters, Jane Pritchard, C. Radom, N. Sillett, W. Skippon, H. Trépanier, David Fraser

Farm Animal Welfare Collection

Many cull dairy cows enter the marketing system and travel to widely dispersed and specialized slaughter plants, and they may experience multiple handling events (e.g., loading, unloading, mixing), change of ownership among dealers, and feed and water deprivation during transport and at livestock markets. The objectives of this study were to describe the diverse management of cull dairy cows in Canada and establish consensus on ways to achieve improvements. A 2-day expert consultation meeting was convened, involving farmers, veterinarians, regulators, and experts in animal transport, livestock auction, and slaughter. The 15 participants, recruited from across Canada, discussed regional management practices …