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Articles 1 - 29 of 29
Full-Text Articles in Law
Why Corporate Boards Should Include Lgbtq+ People, Jeremy Mcclane, Darren Rosenblum
Why Corporate Boards Should Include Lgbtq+ People, Jeremy Mcclane, Darren Rosenblum
Seattle University Law Review
Corporate boardrooms sit at the heart of most of society’s most consequential decisions but fall far short of the diversity of our society. The current movement toward board diversification aims to remedy the underrepresentation of marginalized groups on corporate boards. More recently, some efforts have included LGBTQ+ people, even though the basis for their inclusion on corporate boards remains largely unstated. This Article examines both the normative and instrumental bases for LGBTQ+ inclusion in board diversity initiatives, articulating unspoken assumptions and linking LGBTQ+ people to the broader inclusion effort. In so doing, it begins to surface the unique issues LGBTQ+ …
From Public Health To Public Wealth: The Case For Economic Justice, Barbara L. Atwell
From Public Health To Public Wealth: The Case For Economic Justice, Barbara L. Atwell
Elisabeth Haub School of Law Faculty Publications
This Article examines how we can overlay the principle of serving the common good, which undergirds public health law, onto financial well-being. It suggests that we apply public health law principles to corporate law and culture. In matters of public health, we view quite broadly states' police power to protect the public good. Government is also empowered to protect the general welfare in matters of financial well-being. Using the “general welfare” as a guidepost, this Article challenges the conventional wisdom that corporations exist solely to maximize profit and shareholder value to the exclusion of virtually everything else. It proposes two …
Artificial Agents In Corporate Boardrooms, Sergio Alberto Gramitto Ricci
Artificial Agents In Corporate Boardrooms, Sergio Alberto Gramitto Ricci
Cornell Law Review
Thousands of years ago, Roman businessmen often ran joint businesses through commonly owned, highly intelligent slaves. Roman slaves did not have full legal capacity and were considered property of their co-owners. Now business corporations are looking to delegate decision-making to uber-intelligent machines through the use of artificial intelligence in boardrooms. Artificial intelligence in boardrooms could assist, integrate, or even replace human directors. However, the concept of using artificial intelligence in boardrooms is largely unexplored and raises several issues. This Article sheds light on legal and policy challenges concerning artificial agents in boardrooms. The arguments revolve around two fundamental questions: (1) …
Achieving Diversity On Corporate Boards: Engagement And Education; Not Legislation, Leanne Fuith
Achieving Diversity On Corporate Boards: Engagement And Education; Not Legislation, Leanne Fuith
Mitchell Hamline Law Review
No abstract provided.
California Dreaming?, Darren Rosenblum
California Dreaming?, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
Over the past few years, California became the setting for shocking tales of sex inequality and abuse in Hollywood and Silicon Valley. Decades after women achieved educational parity. men still run the corporate world. In response to these stories exposed by the #MeToo movement, California joined the transnational corporate board quota movement by converting its voluntary quota into a hard one. Will California's first mover status overcome constitutional objections and inspire other jurisdictions to act. Or is just Utopian dreaming, California-style? This Essay argues that despite its many flaws, the quota may succeed in curbing male over-representation on corporate boards. …
A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain
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, …
Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe
Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe
Michigan Business & Entrepreneurial Law Review
This Article directly challenges the often argued proposition that Ger-many’s two-tier board of directors is superior to America’s single-tier board structure. It argues that regardless of structure, any decision-making body that lacks effective decision-making processes is at signifcant risk of failure, scandal, and ineffectiveness. Legal scholars and policymakers have largely ignored the connection between decision-making processes and the efficacy of corporate leadership. The Article is the first to examine this underexplored relationship in the context of the German dual-board.
Volkswagen’s 2015 emissions scandal provides a vehcicle to critcally assess the relationship between Germany’s two-tiered board and an effec-tive decision-making process. …
When Does Sex Diversity On Boards Benefit Firms?, Darren Rosenblum
When Does Sex Diversity On Boards Benefit Firms?, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
Firms embrace diversity, especially with regard to sex. Overtly optimistic predictions of a diversity dividend, some built on sex stereotypes, lead these firms to count on profits that may never materialize. This Article attempts to reset the agenda on how to study corporate board diversity. We can only assess if and how sex diversity yields benefits by understanding the who, what, and where of diversity. Whether sex diversity produces a "diversity dividend" depends on three key factors: ( 1) the nature of the benefit of including women (whether for their experience or other qualities); (2) the kind of firm and …
Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir
Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir
Aaron A. Dhir
My work in this field has focused on regulation by quota and regulation by disclosure. With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated into the day-to-day existence of these individuals that we can begin to consider …
Sec Investigations And Securities Class Actions: An Empirical Comparison, Stephen J. Choi, Adam C. Pritchard
Sec Investigations And Securities Class Actions: An Empirical Comparison, Stephen J. Choi, Adam C. Pritchard
Articles
Using actions with both an SEC investigation and a class action as our baseline, we compare the targeting of SEC-only investigations with class-action-only lawsuits. Looking at measures of information asymmetry, we find that investors in the market perceive greater information asymmetry following the public announcement of the underlying violation for class-action-only lawsuits compared with SEC-only investigations. Turning to sanctions, we find that the incidence of top officer resignation is greater for class-action-only lawsuits relative to SEC-only investigations. Our findings are consistent with the private enforcement targeting disclosure violations at least as precisely as (if not more so than) SEC enforcement.
More Than A Woman: Insights Into Corporate Governance After The French Sex Quota, Darren Rosenblum
More Than A Woman: Insights Into Corporate Governance After The French Sex Quota, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
In 2011, France enacted a Corporate Board Quota to establish a forty percent floor for either sex on corporate boards. Existing literature presumes that women will change the way firms function and that their presence in upper management will improve both governance and financial returns. To assess the potential impact of the quota, we interviewed twenty-four current and former corporate board members. Our analysis of these interviews generates two findings. First, our results indicate that, at least in the view of board members, the sex quota has had an impact on the process of board decision-making, but adding women has …
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Journal of Business, Entrepreneurship & the Law
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
Norway’S Companies Act: A 10-Year Look At Gender Equality, Kristen Carroll
Norway’S Companies Act: A 10-Year Look At Gender Equality, Kristen Carroll
Pace International Law Review
This analysis assesses the amendment to Norway’s Companies Act, in light of the 10-year anniversary of the mandate of female representation on corporate boards. First, I discuss the implementation of the quota, Section 6-11a. Second, I compare three statistical studies that analyze the effects of the quota on corporate profitability, overall firm performance, and the changing dynamics of the managerial positions. Finally, I evaluate the various avenues to fully achieving diversity, such as the successes and failures of a quota-type system and possible initiatives that governments and companies can enact to achieve gender-balance in the workplace. While some hypothesize that …
Corporate Governance Sex Regimes: Peripheral Thoughts From Across The Atlantic, Horatia Muir Watt
Corporate Governance Sex Regimes: Peripheral Thoughts From Across The Atlantic, Horatia Muir Watt
Pace International Law Review
The very recent and highly mediatized “Declaration of the 343 Salauds”, where 343 (male) signatures in support of prostitution in a form designed to echo the highly significant declaration of as many women in 1971 in favor of the legalization of abortion, sheds particularly interesting light upon debate about sex regimes in connection with French law. France has recently introduced compulsory quotas for women in corporate boards after imposing la parité for public appointments. A comparative perspective, confronting this recent legislative development from across the Atlantic with policy views on affirmative action and philosophical conceptions of diversity in the United …
Gender Quotas For Corporate Boards: Options For Legal Design In The United States, Anne L. Alstott
Gender Quotas For Corporate Boards: Options For Legal Design In The United States, Anne L. Alstott
Pace International Law Review
Recently, U.S. activists, scholars, and policy makers have turned their attention to one notable effort to address the gender gap in management: gender quotas for corporate boards of directors. Twelve European countries have pioneered quotas in this context. France, Italy, the Netherlands, Norway, and Belgium now have mandatory quotas ranging from 30%-40%. Spain, Germany, Denmark, Finland, Greece, Austria, and Slovenia have voluntary quotas, and Germany and the EU are considering legislation to mandate quotas. Gender quotas for corporate boards represent an intriguing option, even if the case for quotas is not airtight. The argument for gender quotas rests on a …
Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade
Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade
Pace International Law Review
The excellent conference organized by Darren Rosenblum comparing global approaches to board diversity inspired me to think about how progress in this context has unfolded in the United States. Even though the issue of diversity on corporate boards has become a global issue, few U.S. boards have moved beyond mere tokenism when it comes to female directors. One reason for the lack of diversity among corporate directors is that board selection has been based on membership in a particular network. This essay, however, focuses on the persisting problem of discrimination—a more invidious explanation for the fact that very few corporate …
A Difficult Conversation: Corporate Directors On Race And Gender, Kimberly D. Krawiec, John M. Conley, Lissa L. Broome
A Difficult Conversation: Corporate Directors On Race And Gender, Kimberly D. Krawiec, John M. Conley, Lissa L. Broome
Pace International Law Review
This symposium essay summarizes our ongoing ethnographic research on corporate board diversity. This research is based on fifty-seven interviews with corporate directors and a limited number of other persons of interest (including institutional investors, executive search professionals, and proxy advisors) regarding their views on race and gender diversity in the boardroom.
Using a method rooted in anthropology and discourse analysis, we have worked from a general topic outline and conducted open-ended interviews in which respondents are encouraged to raise and develop issues of interest to them. The interviews range from forty-five minutes to two hours in length and each interview …
Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir
Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir
Pace International Law Review
My work in this field has focused on regulation by quota and regulation by disclosure. With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated into the day-to-day existence of these individuals that we can begin to consider …
Comparative Sex Regimes And Corporate Governance: An Introduction, Darren Rosenblum
Comparative Sex Regimes And Corporate Governance: An Introduction, Darren Rosenblum
Pace International Law Review
In February 2013, on the day of the worst snowstorm in many years, Pace International Law Review conducted a symposium on “Comparative Sex Regimes and Corporate Governance.” Despite a total shutdown of all transport networks and the consequent absence of a few stranded scholars, we met to discuss the fraught questions posed by corporate board quotas and formulate answers.
Led by Norway in 2003, several nations have begun to mandate certain levels of women’s inclusion on corporate boards. In the face of widespread exclusion of women from corporate power that suggests structural biases, these quotas appear radical and compelling. The …
Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade
Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade
Faculty Publications
The excellent conference organized by Darren Rosenblum comparing global approaches to board diversity inspired me to think about how progress in this context has unfolded in the United States. Even though the issue of diversity on corporate boards has become a global issue, few U.S. boards have moved beyond mere tokenism when it comes to female directors. One reason for the lack of diversity among corporate directors is that board selection has been based on membership in a particular network. This essay, however, focuses on the persisting problem of discrimination—a more invidious explanation for the fact that very few corporate …
Quotas And The Transatlantic Divergence Of Corporate Governance, Darren Rosenblum
Quotas And The Transatlantic Divergence Of Corporate Governance, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
The French adoption of a corporate board quota for women reflects Europe's increasingly stakeholder-oriented approach to corporate governance, one that stands in marked contrast with that of the United States. This Article discusses how the corporate board quota will shift French and European corporate governance. The change accentuates an already established stakeholder corporate culture widespread in Europe, most notably evidenced by the presence of worker representation on boards. In contrast, the United States' corporate governance structure increasingly places the shareholder at its center. The proliferation of quotas for women on corporate boards in the national and transnational European contexts is …
Board Diversity Revisited: New Rationale, Same Old Story, Lisa Fairfax
Board Diversity Revisited: New Rationale, Same Old Story, Lisa Fairfax
All Faculty Scholarship
Recently, board diversity advocates have relied on market- or economic-based rationales to convince corporate America to increase the number of women and people of color in the boardroom, in lieu of moral or social justifications. This shift away from moral or social justifications has been deliberate, and it stems from a belief that corporate America would better respond to justifications that centered on the corporate bottom line. However, recent empirical data reveals that despite the increased reliance on, and apparent acceptance of, market- or economic-based rationales for board diversity, there has been little change in actual board diversity. This Article …
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa Fairfax
All Faculty Scholarship
In the sixty years since the Committee on Corporate Laws (Committee) promulgated the Model Business Corporation Act (MBCA), there have been significant changes in corporate law and corporate governance. One such change has been an increase in shareholder activism aimed at enhancing shareholders’ voting power and influence over corporate affairs. Such increased shareholder activism (along with its potential for increase in shareholder power) has sparked considerable debate. Advocates of increasing shareholder power insist that augmenting shareholders’ voting rights and influence over corporate affairs is vital not only for ensuring board and managerial accountability, but also for curbing fraud and other …
Branson, No Seat At The Table: How Corporate Governance And Law Keep Women Out Of The Boardroom, Joan Macleod Heminway, Sarah White
Branson, No Seat At The Table: How Corporate Governance And Law Keep Women Out Of The Boardroom, Joan Macleod Heminway, Sarah White
Pace Law Review
No abstract provided.
Feminizing Capital: A Corporate Imperative, Darren Rosenblum
Feminizing Capital: A Corporate Imperative, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
This Article argues that Norway’s Corporate Board Quota Law (“CBQ”) fosters a productive symbiosis between the public and private spheres. Recent studies indicate that higher numbers of women in executive positions result in stronger rates of corporate return on equity (“ROE”). Countries with higher levels of women's political representation also tend to have higher levels of economic growth. Increasing women's workforce participation outside the home can drive overall economic growth. These factors prompted the CBQ's proponents to argue for the economic imperative of women's corporate leadership. The CBQ will not only ameliorate gender inequality, but will bring new life to …
Some Reflections On The Diversity Of Corporate Boards: Women, People Of Color, And The Unique Issues Associated With Women Of Color, Lisa M. Fairfax
Some Reflections On The Diversity Of Corporate Boards: Women, People Of Color, And The Unique Issues Associated With Women Of Color, Lisa M. Fairfax
Faculty Scholarship
As one might expect, there are many similarities between the circumstances of women directors and directors of color, which includes African Americans, Latinos, and Asian Americans. Indeed, both groups began appearing on corporate boards in significant numbers during the same period—right after the Civil Rights Movement pursuant to which the push for racial equality throughout society precipitated efforts to achieve greater representation of people of color as well as women on corporate boards. Moreover, while women and people of color have experienced some increase in board representation over the last few decades, both groups also have encountered significant barriers to …
New Ways In Corporate Governance: European Experiments With Labor Representation On Corporate Boards, Klaus J. Hopt
New Ways In Corporate Governance: European Experiments With Labor Representation On Corporate Boards, Klaus J. Hopt
Michigan Law Review
Corporate governance has been discussed in Europe for over 150 years. Indeed, in the 1840's, when the first Corporation Act was enacted in Prussia, three troubling features of the corporate organization form had already been discerned: (I) the vulnerability of small investors who lacked the influence and sophistication to. control the corporation; (2) the risk to creditors and the public created by the limited liability of the corporation, especially when combined with inadequate funds and poorly controlled management; and (3) the power that big corporations could amass economically, by monopolizing markets, and politically, by exerting influence on public opinion and …
Business Decisions By The New Board: Behavioral Science And Corporate Law, Robert J. Haft
Business Decisions By The New Board: Behavioral Science And Corporate Law, Robert J. Haft
Michigan Law Review
This Article's thesis is that, by reason of its recently secured independence from management domination, the boards of directors of large American corporations are now in a unique position to make business decisions of the highest quality, and that corporate law should respond to this potential appropriately. On the basis of findings in the behavioral sciences, this Article urges a limited rethinking of the role of the chief executive and the board of directors before the model of directors as "monitors" of the chief executive's performance is frozen in place. Already armed with information supposedly received as monitors, the independent …
Restructuring The Corporate Board Of Directors: Fond Hope--Faint Promise?, Lewis D. Solomon
Restructuring The Corporate Board Of Directors: Fond Hope--Faint Promise?, Lewis D. Solomon
Michigan Law Review
Reforms, then, have been instituted, and an extensive literature on corporate reform has developed. It is time that we seriously examine the reforms and the literature to assess the accomplishments and possibilities of the corporate board of directors. This Article is a first step in that direction.
The Article begins by investigating the reasons for the impotence of corporate boards. It then examines two models of reformed boards and finds both models badly flawed. The Article proceeds to case studies of three corporations-Mattel, Inc., Northrop Corp., and Lockheed Corp.-which under court· order have attempted to reform their boards by increasing …