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Articles 1 - 24 of 24
Full-Text Articles in Law
Public Primacy In Corporate Law, Dorothy S. Lund
Public Primacy In Corporate Law, Dorothy S. Lund
Seattle University Law Review
This Article explores the malleability of agency theory by showing that it could be used to justify a “public primacy” standard for corporate law that would direct fiduciaries to promote the value of the corporation for the benefit of the public. Employing agency theory to describe the relationship between corporate management and the broader public sheds light on aspects of firm behavior, as well as the nature of state contracting with corporations. It also provides a lodestar for a possible future evolution of corporate law and governance: minimize the agency costs created by the divergence of interests between management and …
Corporate Law In The Global South: Heterodox Stakeholderism, Mariana Pargendler
Corporate Law In The Global South: Heterodox Stakeholderism, Mariana Pargendler
Seattle University Law Review
How do the corporate laws of Global South jurisdictions differ from their Global North counterparts? Prevailing stereotypes depict the corporate laws of developing countries as either antiquated or plagued by problems of enforcement and misfit despite formal convergence. This Article offers a different view by showing how Global South jurisdictions have pioneered heterodox stakeholder approaches in corporate law, such as the erosion of limited liability for purposes of stakeholder protection in Brazil and India, the adoption of mandatory corporate social responsibility in Indonesia and India, and the large-scale program of Black corporate ownership and empowerment in South Africa, among many …
Religious Roots Of Corporate Organization, Amanda Porterfield
Religious Roots Of Corporate Organization, Amanda Porterfield
Seattle University Law Review
Religion and corporate organization have developed side-by-side in Western culture, from antiquity to the present day. This Essay begins with the realignment of religion and secularity in seventeenth-century America, then looks to the religious antecedents of corporate organization in ancient Rome and medieval Europe, and then looks forward to the modern history of corporate organization. This Essay describes the long history behind the entanglement of business and religion in the United States today. It also shows how an understanding of both religion and business can be expanded by looking at the economic aspects of religion and the religious aspects of …
The Beginning Of History For Corporate Law: Corporate Government, Social Purpose And The Case Of Sutton’S Hospital (1612), David Smith
Seattle University Law Review
This Symposium Article is an invitation to rethink the Anglo-American history of corporate law from different perspectives. This Article uses new sources to investigate Sutton’s Hospital and corporate development in England during the sixteenth and seventeenth centuries. By doing so, the analysis reveals overlooked connections between the history of corporate law, religious thought, and social purpose. In turn, the recognition of these connections challenges the received history of pre-modern corporate law. Although this history shapes contemporary Anglo-American debates over corporate personality and purpose, few have scrutinized its underlying assumptions.
The Virginia Company To Chick-Fil-A: Christian Business In America, 1600–2000, Joseph P. Slaughter
The Virginia Company To Chick-Fil-A: Christian Business In America, 1600–2000, Joseph P. Slaughter
Seattle University Law Review
The Supreme Court’s 2014 decision in Burwell v. Hobby Lobby Stores, Inc. is one of its most controversial in recent history. Burwell’s narrow 5–4 ruling states that the Religious Freedom Restoration Act of 1993 applies to closely held, for-profit corporations seeking religious exemptions to the Affordable Care Act. As a result, the Burwell decision thrust Hobby Lobby, the national craft chain established by the conservative evangelical Green family of Oklahoma City, Oklahoma, onto the national stage. Firms like Hobby Lobby and Chick-fil-A, however, reject the conventional wisdom Justice Ginsburg explained in Burwell and instead embrace an approach to business with …
Sacred Corporate Law, Giancarlo Anello, Mohamed Arafa, Sergio Alberto Gramitto Ricci
Sacred Corporate Law, Giancarlo Anello, Mohamed Arafa, Sergio Alberto Gramitto Ricci
Seattle University Law Review
This Article investigates the sacred origins of the corporate form. It sheds light on the sacred rituals performed to establish Ancient Roman cities as legal entities. It discusses the role of the Roman Catholic Church in developing the corporate form and in giving birth to a systemized set of rules regulating corporations, which we commonly call corporate law. It analyzes the limitations to the use of the corporate form in Islamic law as well as the streams of Islamic law jurisprudence that recognize legal capacity to specific entities with religious, social, or charitable purposes. It surveys the characteristics of two …
Religious Roots Of Corporate Organization, Amanda Porterfield
Religious Roots Of Corporate Organization, Amanda Porterfield
Seattle University Law Review
Religion and corporate organization have developed side-by-side in Western culture, from antiquity to the present day. This Essay begins with the realignment of religion and secularity in seventeenth-century America, then looks to the religious antecedents of corporate organization in ancient Rome and medieval Europe, and then looks forward to the modern history of corporate organization. This Essay describes the long history behind the entanglement of business and religion in the United States today. It also shows how an understanding of both religion and business can be expanded by looking at the economic aspects of religion and the religious aspects of …
The English East India Company And The Modern Corporation: Legacies, Lessons, And Limitations, Philip J. Stern
The English East India Company And The Modern Corporation: Legacies, Lessons, And Limitations, Philip J. Stern
Seattle University Law Review
The English East India Company was first chartered in 1600, endured until the late nineteenth century, and, in a clever act of corporate resurrection, has even recently returned as a global, upmarket retail outlet selling fine foods and commemorative coins. It has also endured in the popular imagination and culture, churning out heroes and villains alike in film, television, and video games. The script writer for a forthcoming BBC miniseries, in which the East India Company stars as the prime antagonist, even noted recently that the Company was like “the CIA, the NSA, and the biggest, baddest multinational corporation on …
What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola
What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola
Seattle University Law Review
What is a corporation? An easy, but not very informative, answer is that it is a legal person. More substantive answers suggest it is a moral person, a person/thing, a production team, a nexus of private agreements, a city, a semi-sovereign, or a (secular) God. Despite the economic, political, and social importance of the corporate form, we do not have a generally accepted legal theory of what a corporation is, apart from the law’s questionable assertion that it is a “person.” In this Article, the author places the idea, and law, of the corporation in a comparative context and suggests …
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Kent Greenfield
Lawrence Cunningham has written an insightful and persuasive article calling on courts to apply the contract-law doctrine of unconscionability in evaluating executive compensation. According to Cunningham, this additional doctrinal tool will allow courts to engage in genuine and meaningful oversight of excessive compensation. He argues that such oversight is valuable because existing corporate-law doctrine too often prompts courts to defer too much and too often to management’s decisions. Cunningham’s argument is modest yet impactful. It is modest in that it simply proposes that courts take account of a well-established area of contract law to analyze and evaluate the compensation contracts …
The Corporation As Imperfect Society, Brian M. Mccall
The Corporation As Imperfect Society, Brian M. Mccall
Brian M McCall
Corporations are ubiquitous in modern society. They pervade every aspect of our life, consumer, professional, investment activity. Probably, people have more contact with corporations on a daily basis than any other institution, including government. From the South Sea Bubble to the Stock market Crash of 1929 to Enron to General Motors and Countrywide Mortgage, corporate scandals and controversies invite fundamental questions about corporate law. This article attempts to bring a fresh perspective to the question: “what is a corporation and how should the law treat it?” The article articulates a corporate metaphysics rooted in political philosophy. The dominant models of …
The Origins And Costs Of Short-Term Management, Kent Greenfield
The Origins And Costs Of Short-Term Management, Kent Greenfield
Kent Greenfield
Why is a fixation on the short term a problem for American businesses? One might hasten to answer that management is compensated for short-term successes. Another answer might be that some investors—particularly professional investors—value only the short term and manipulate the market in a particular stock so they can profit on the movement. These answers undoubtedly are part of the answer. But a puzzle remains: why does the market not punish such short-termism? This essay will present a possible answer.
Defending Stakeholder Governance, Kent Greenfield
Defending Stakeholder Governance, Kent Greenfield
Kent Greenfield
Corporations are collective enterprises, drawing on investments from various stakeholders who contribute to the firm's success. For a business to succeed over time, it must induce people and institutions to invest money, whether in the form of equity or loans. It must induce people to invest their labor, intelligence, skill, and attention by joining the firm as employees or managers. It must induce local communities to invest infrastructure of various kinds. None of these investors-for investors they all are-contributes its input out of altruism or obligation. They all do so because they believe that the corporation provides the mechanism for …
A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield
A New Era For Corporate Law: Using Corporate Governance Law To Benefit All Stakeholders, Kent Greenfield
Kent Greenfield
No abstract provided.
New Principles For Company Law, Kent Greenfield
Corporate Anatomy Lessons, David A. Skeel Jr.
Corporate Anatomy Lessons, David A. Skeel Jr.
All Faculty Scholarship
The book that will lay the groundwork for the corporate law debates of the coming decade is The Anatomy of Corporate Law. Written by seven of the world's leading corporate law scholars - Henry Hansmann, Reinier Kraakman and Ed Rock of the U.S.; Paul Davies of England; Gerard Hertig of Switzerland; Klaus Hopt of Germany; and Hideki Kanda of Japan - The Anatomy of Corporate Law attempts to identify the underlying structure of corporate law, and to provide a framework for understanding the wide range of approaches that different countries take to corporate law regulation. It is hard to overstate …
It's Time To Federalize Corporate Charters, Kent Greenfield
It's Time To Federalize Corporate Charters, Kent Greenfield
Kent Greenfield
No abstract provided.
September 11 And The End Of History For Corporate Law, Kent Greenfield
September 11 And The End Of History For Corporate Law, Kent Greenfield
Kent Greenfield
Using the tragic events of September 11th as case study; this Essay critiques a prominent, recent article that suggests the ideology of shareholder primacy has become so dominant that the "end of history" is at hand for corporate law. The author suggests that a dedication to shareholder primacy helped create the context in which the events of September 11th could occur, by making the airlines less attentive to security concerns that did not affect the airline companies' stock prices. Shareholder primacy makes corporations more likely to externalize the costs of the firms' decisions onto constituencies other than shareholders, and such …
Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield
Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield
Kent Greenfield
This paper argues that a remaining vestige of the ultra vires doctrine sets off illegal activities as "beyond the power" of corporations. Though largely unnoticed and unexamined until now, this part of the doctrine has been retained because none of the important corporate stakeholders has an interest in authorizing the corporation and its managers to commit illegal acts. From an ex ante perspective, the principal stakeholders in the corporate contract would want the corporation and its management to forego illegalities as a way to increase the value of the firm. Any of the stakeholders would be a potential victim of …
There's A Forest In Those Trees: Teaching About The Role Of Corporations In Society, Kent Greenfield
There's A Forest In Those Trees: Teaching About The Role Of Corporations In Society, Kent Greenfield
Kent Greenfield
This paper was prepared for the University of Georgia School of Law Conference on Teaching Corporate Law, October 16, 1999. The paper argues that the basic corporate law course should focus much more on the questions surrounding the role of the corporation in society. In the typical corporate law course, little attention is given to the broad question of the position of the corporation within society at large or the narrower question of the relationship between the corporation and workers. The lack of consideration of these issues is odd indeed, since corporate law (like all law) is understandable only within …
An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery
An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery
All Faculty Scholarship
No abstract provided.
From Rights To Regulation In Corporate Law, Kent Greenfield
From Rights To Regulation In Corporate Law, Kent Greenfield
Kent Greenfield
No abstract provided.
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
All Faculty Scholarship
No abstract provided.
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton
Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton
All Faculty Scholarship
No abstract provided.