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Full-Text Articles in Law
Social Activism Through Shareholder Activism, Lisa M. Fairfax
Social Activism Through Shareholder Activism, Lisa M. Fairfax
Washington and Lee Law Review
This article is based on the author's keynote address at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.
In 1952, the SEC altered the shareholder proposal rule to exclude proposals made “primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes.” The SEC did not reference civil rights activist James Peck or otherwise acknowledge that its actions were prompted by Peck’s 1951 shareholder proposal to Greyhound for desegregating seating. Instead, the SEC indicated that its change simply reflected a codification …
Chancery’S Greatest Decision: Historical Insights On Civil Rights And The Future Of Shareholder Activism, Omari Scott Simmons
Chancery’S Greatest Decision: Historical Insights On Civil Rights And The Future Of Shareholder Activism, Omari Scott Simmons
Washington and Lee Law Review
This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.
Shareholder activism—using an equity stake in a corporation to influence management—has become a popular tool to effectuate social change in the twenty-first century. Increasingly, activists are looking beyond financial performance to demand better corporate performance in such areas as economic inequality, civil rights, human rights, discrimination, and diversity. These efforts take many forms: publicity campaigns, litigation, proxy battles, shareholder resolutions, and negotiations with corporate management. However, a consensus on …
The Diminishing Duty Of Loyalty, Julian Velasco
The Diminishing Duty Of Loyalty, Julian Velasco
Washington and Lee Law Review
Fiduciary duties comprise an integral part of corporate law. It is generally understood that directors owe the corporation and its shareholders two fiduciary duties: the duty of care and the duty of loyalty. Although both duties are firmly established in corporate law, they are not treated equally. It is generally understood that the duty of loyalty is enforced far more rigorously than the duty of care. The justification for this dichotomy is twofold. First, differential treatment is appropriate because of the relative urgencies of the underlying subject matter: loyalty issues pose greater risks than do care issues. Second, the deference …
Repugnant Business Models: Preliminary Thoughts On A Research And Policy Agenda, Claire A. Hill
Repugnant Business Models: Preliminary Thoughts On A Research And Policy Agenda, Claire A. Hill
Washington and Lee Law Review
No abstract provided.
The Life (And Death?) Of Corporate Waste, Harwell Wells
The Life (And Death?) Of Corporate Waste, Harwell Wells
Washington and Lee Law Review
At first glance, corporate waste makes no sense. The very definition of waste—a transaction so one-sided that no reasonable business person would enter into it, an act equivalent to gift or “spoliation”—suggests that it would never occur, for what corporation would ever enter into a transaction so absurd? Yet waste claims are regularly made against corporate managers. Respected judges have downplayed waste as a “vestige” and described it as “possibly non-existent,” the Loch Ness monster of corporate law; but waste survives. It is a remnant of ultra vires, a doctrine proclaimed largely dead for the last hundred years—but waste is …
Between Sin And Redemption: Duty, Purpose, And Regulation In Religious Corporations, Brett H. Mcdonnell
Between Sin And Redemption: Duty, Purpose, And Regulation In Religious Corporations, Brett H. Mcdonnell
Washington and Lee Law Review
No abstract provided.
Looking Back, Looking Forward: Personal Reflections On A Scholarly Career, David K. Millon
Looking Back, Looking Forward: Personal Reflections On A Scholarly Career, David K. Millon
Washington and Lee Law Review
No abstract provided.
The Next Iteration Of Progressive Corporate Law, Matthew T. Bodie
The Next Iteration Of Progressive Corporate Law, Matthew T. Bodie
Washington and Lee Law Review
No abstract provided.
Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.
Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.
Washington and Lee Law Review
No abstract provided.
The Shrinking Scope Of Csr In Uk Corporate Law, Andrew Johnston
The Shrinking Scope Of Csr In Uk Corporate Law, Andrew Johnston
Washington and Lee Law Review
Through a historical analysis of corporate law reforms in the United Kingdom (UK) during the twentieth and early twenty-first centuries, this paper traces the shrinking scope for corporations to take socially responsible decisions. It offers a detailed examination of the rationales and drivers of the reforms, and shows that, by focusing exclusively on the question of accountability of directors to shareholders, wider social concerns were “bracketed” after 1948, leading to a permanent state of “crisis,” which constantly threatens the legitimacy of the corporate law system. Following the Brexit vote, there are signs that the UK Government is willing to reconsider …
Confident Pluralism In Corporate Legal Theory, Robert K. Vischer
Confident Pluralism In Corporate Legal Theory, Robert K. Vischer
Washington and Lee Law Review
No abstract provided.
Corporate Governance As Moral Psychology, Alan R. Palmiter
Corporate Governance As Moral Psychology, Alan R. Palmiter
Washington and Lee Law Review
No abstract provided.
Shareholder Wealth Maximization As A Function Of Statutes, Decisional Law, And Organic Documents, Joan Macleod Heminway
Shareholder Wealth Maximization As A Function Of Statutes, Decisional Law, And Organic Documents, Joan Macleod Heminway
Washington and Lee Law Review
No abstract provided.
Reflecting On Three Decades Of Corporate Law Scholarship, Lyman P.Q. Johnson
Reflecting On Three Decades Of Corporate Law Scholarship, Lyman P.Q. Johnson
Washington and Lee Law Review
No abstract provided.
The Fiduciary Enterprise Of Corporate Law, Christopher M. Bruner
The Fiduciary Enterprise Of Corporate Law, Christopher M. Bruner
Washington and Lee Law Review
No abstract provided.