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The Social Responsibility Of Corporate Law Professors, Lyman P.Q. Johnson
The Social Responsibility Of Corporate Law Professors, Lyman P.Q. Johnson
Lyman P. Q. Johnson
Most statements of corporate social responsibility focus on the responsibilities of corporate decision makers or their advisors Professor Johnson argues that corporate law professors-the persons who educate the students who will become lawyers counseling corporate decision makers-also have a social responsibility. He believes that professors should find various ways to raise the subject of corporate social responsibility in the basic corporations course, and he advocates rejecting a classroom approach that addresses only shareholder-manager relations After describing several possible ways to do this, Professor Johnson spotlights fiduciary laws as a fruitful area to enrich student understandings of director duties in a …
(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
Lyman P. Q. Johnson
This Article explores the intersection of an important, unresolved corporate law issue and an overlooked professional responsibility issue persistently arising in the corporate milieu. The corporate law question currently unaddressed in Delaware law is whether the fiduciary duties of corporate officers, as agents, are the same as, or different from, the fiduciary duties of corporate directors. A related question is whether, in reviewing officer conduct, courts will apply the business judgment rule in the same broad (and protective) manner in which it is applied to assessing director behavior. The professional responsibility issue concerns whether, and how well, lawyers are advising …
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This paper provides a state law perspective on the post-scandal, post-reform audit committee. Federal law, along with NYSE and Nasdaq (together, "SRO") rules, recently have made sweeping changes in corporate governance, including numerous provisions that bear on audit committees. These changes are unprecedented and dramatic, and rightly have received wide attention and careful study. Certain basic principles underlying the governance functions and duties of audit committees, however, originate in, and are still determined by, state law. Moreover, state law applies to all corporations; federal law and SRO rules on audit committees apply only to those companies coming under federal law …