Law Commons^™

Stakeholderism, Corporate Purpose, And Credible Commitment, Lisa Fairfax

All Faculty Scholarship

One of the most significant recent phenomena in corporate governance is the embrace, by some of the most influential actors in the corporate community, of the view that corporations should be focused on furthering the interests of all corporate stakeholders as well as the broader society. This stakeholder vision of corporate purpose is not new. Instead, it has emerged in cycles throughout corporate law history. However, for much of that history—including recent history—the consensus has been that stakeholderism has not achieved dominance or otherwise significantly influenced corporate behavior. That honor is reserved for the corporate purpose theory that focuses on …

Restoration: The Role Stakeholder Governance Must Play In Recreating A Fair And Sustainable American Economy A Reply To Professor Rock, Leo E. Strine Jr.

All Faculty Scholarship

In his excellent article, For Whom is the Corporation Managed in 2020?: The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the debate over corporate purpose. This reply supports Professor Rock’s depiction of the current state of corporate law in the United States. It also accepts Professor Rock’s contention that finance and law and economics professors tend to equate the value of corporations to society solely with the value of their equity. But, I employ a less academic lens on the current debate about corporate purpose, and am more optimistic about proposals to change our corporate governance …

Quasi Governments And Inchoate Law: Berle's Vision Of Limits On Corporate Power, Elizabeth Pollman

All Faculty Scholarship

In honor of the Berle X Symposium, this essay gives prominence to key writings of the distinguished corporate law scholar Adolf A. Berle, Jr. from the 1950s and 60s. By the early 1950s, Berle had rejoined academic life after years in government service. When he returned to scholarly writing, Berle repeatedly highlighted the problem of economic power in corporations. He wrote about this as both an issue of “bigness” as an absolute matter and relative to particular industries in terms of concentration. He conceded that history had vindicated the late Professor E. Merrick Dodd’s view that directors of large corporations …

Better Work And Global Governance, Paul Alois

Dissertations, Theses, and Capstone Projects

This dissertation is a case study of Better Work, a program run by the International Labor Organization and the International Finance Corporation. It aims to improve working conditions and productivity in the apparel industry. The purpose of this case study is to examine the role that international organizations can play in global governance. The research presented here comes from interviews, document analysis, and an examination of quantitative data on factories’ working conditions. In-person interviews were conducted in the United States, Switzerland, Vietnam, and Indonesia; many phone interviews took place with individuals in other countries. Both publicly available documents and internal …

Slides: “Human Sustainability” In Natural Resources Industries: The New Frontier In Compliance, Social Responsibility, Disclosure, And Transparency, T. Markus Funk

Natural Resource Industries and the Sustainability Challenge (Martz Winter Symposium, February 27-28)

Presenter: T. Markus Funk, Partner, Perkins Coie

21 slides

Performance Track’S Postmortem: Lessons From The Rise And Fall Of Epa’S “Flagship” Voluntary Program, Cary Coglianese, Jennifer Nash

All Faculty Scholarship

For nearly a decade, the United States Environmental Protection Agency (“EPA”) considered its National Environmental Performance Track to be its “flagship” voluntary program — even a model for transforming the conventional system of environmental regulation. Since Performance Track’s founding during the Clinton Administration, EPA officials repeatedly claimed that the program’s rewards attracted hundreds of the nation’s “top” environmental performers and induced these businesses to make significant environmental gains beyond legal requirements. Although EPA eventually disbanded Performance Track early in the Obama Administration, the program has been subsequently emulated by a variety of state and federal regulatory authorities. To discern lessons …

Legal Mechanization Of Corporate Social Responsibility Through Alien Tort Statute Litigation: A Response To Professor Branson With Some Supplemental Thoughts, Donald J. Kochan

Donald J. Kochan

This Response argues that as ATS jurisprudence “matures” or becomes more sophisticated, the legitimate limits of the law regress. The further expansion within the corporate defendant pool – attempting to pin liability on parent, great grandparent corporations and up to the top – raises the stakes and complexity of ATS litigation. The corporate social responsibility discussion raises three principal issues about how a moral corporation lives its life: how a corporation chooses its self-interest versus the interests of others, when and how it should help others if control decisions may harm the shareholder owners, and how far the corporation must …