Law Commons^™

Sticking The Landing: Making The Most Of The “Stakeholder Moment”, Kent Greenfield

Kent Greenfield

This paper illustrates that the shareholder primacy model is still the prevailing model especially as the proponents of the stakeholder model have not come up with a theoretically sound alternative. It is argued that all corporations' principal stakeholders should be protected by the imposition of fiduciary duties on managerial decision makers. Homogeneity on corporate boards can reinforce thinking that leads to bad decision making. The findings of various researchers into behavioural economics are considered. It is pointed out that the interests of the shareholders are rarely, if ever, the same as those of other stakeholders. This supports the idea that …

Are Shareholders Owners? Absolutely. And Absolutely Not, Kent Greenfield

Kent Greenfield

Shareholder ownership is in reality ‘shareholder primacy,’ or ‘shareholder supremacy.’ An excessive focus on shareholder interests encourages managerial decisions that are overly risky from society’s perspective. Including broader stakeholder concerns at the senior level of corporate decision making will help roll back the short-termism of corporations.

The Progressive Possibility Of Corporate Law, Kent Greenfield

Kent Greenfield

In this article, I wish to argue that we find ourselves, at least in the United States and perhaps world-wide, in an unusual and special moment in the intellectual history of corporate law. I believe there is more openness to re-thinking corporate law than any time in a generation. And I do not only mean the parts of corporate law governing executive compensation or the due diligence required when facing a merger proposal. I also mean an openness to discuss the questions of first principle: What are corporations for? Who owns them? What are their obligations to society in general? …

Pluralism In Corporate Form: Corporate Law And Benefit Corps., Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.

Corporate Social Responsibility After Citizens United, David G. Yosifon

David G. Yosifon

The Supreme Court recently held Citizens United v. Federal Elections Commission (2010) that the First Amendment forbids Congress from restricting the political speech of corporations. While corporate theory did very little to inform the Court’s thinking in Citizens United, this article argues that the holding in Citizens United requires us to rethink corporate theory. Specifically, this article demonstrates that the shareholder primacy norm in American corporate governance relies on the assumption that corporations can be restrained from influencing external governmental operations. We can enjoy the efficiencies generated by shareholder primacy, mainstream corporate theorists have long argued, because we can rely …

Corporate Social Responsibility After Citizens United, David G. Yosifon

David G. Yosifon

The Supreme Court recently held in Citizens United v. Federal Elections Commission (2010) that the First Amendment forbids Congress from restricting the political speech of corporations. While corporate theory did very little to inform the Court’s thinking in Citizens United, this article argues that the holding in Citizens United requires us to rethink corporate theory. Specifically, this article demonstrates that the shareholder primacy norm in American corporate governance relies on the assumption that corporations can be restrained from influencing external governmental operations. We can enjoy the efficiencies generated by shareholder primacy, mainstream corporate theorists have long argued, because we can …

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 Single Consituency Argument In The Economic Analysis Of Business Law, David Millon

David K. Millon

No abstract provided.

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 …

Personal Insolvency Law After The Enterprise Act: An Appraisal, Adrian Walters

Adrian J Walters

No abstract provided.

Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.

Book Review: Andrew Keay & Peter Walton, Insolvency Law: Corporate And Personal (2003)., Adrian Walters

Adrian J Walters

No abstract provided.

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

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 …

Wrongful Trading: Two Recent Cases, Adrian Walters

Adrian J Walters

No abstract provided.

Leave To Act As A Company Director Following Disqualification: Re Barings Plc, Adrian Walters

Adrian J Walters

No abstract provided.

Truth Or Consequences: If A Company Lies, Employees Should Be Able To Sue, Kent Greenfield

Kent Greenfield

Reprinted as "Workers Should Be Able to Sue Over Lies," Salt Lake City Tribune, July 5, 1998;

"It's Illegal to Lie to Stockholders, But Not to Employees," Sacramento Bee, July 6, 1998 ;

"If Company Lies, Allow Workers to Sue," Des Moines Register, July 7, 1998.

Foreshortening The Shadow: Maintenance, Champerty And The Funding Of Litigation In Corporate Insolvency, Adrian Walters

Adrian J Walters

No abstract provided.

Director Liability Under Firrea: Negligence And Gross Negligence In The Courts, Norwood Beveridge

Norwood Beveridge

No abstract provided.

Corporate Stock Redemptions In Divorce, Susan Daicoff

Susan Daicoff

No abstract provided.

Individual And Collective Sovereignty In The Corporate Enterprise, Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.

Limited Liability Companies, In Irving L. Faught, Norwood Beveridge, Gary Derrick

Norwood Beveridge

No abstract provided.

Does The Federal William Act Pre-Empt State Common Law In Hostile Takeovers?, Lyman Johnson, David Millon

Lyman P. Q. Johnson

No abstract provided.

The Financially Distressed Real Estate Partnership, Lyman Johnson, James Frenzel

Lyman P. Q. Johnson

No abstract provided.

Minnesota's Control Share Acquisition Statute And The Need For New Judicial Analysis Of State Takeover Legislation, Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.