Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Organizations Law (25)
- Business (8)
- Law and Economics (8)
- Law and Society (7)
- Business Law, Public Responsibility, and Ethics (6)
-
- State and Local Government Law (6)
- International Law (5)
- Social and Behavioral Sciences (5)
- Constitutional Law (4)
- Public Affairs, Public Policy and Public Administration (4)
- Contracts (3)
- Labor and Employment Law (3)
- Legislation (3)
- Policy Design, Analysis, and Evaluation (3)
- Accounting Law (2)
- Administrative Law (2)
- Banking and Finance Law (2)
- Bankruptcy Law (2)
- Business Administration, Management, and Operations (2)
- Commercial Law (2)
- Courts (2)
- Economic Policy (2)
- Food and Drug Law (2)
- International Trade Law (2)
- Jurisdiction (2)
- Litigation (2)
- Rule of Law (2)
- Securities Law (2)
- Supreme Court of the United States (2)
- Institution
-
- University of Michigan Law School (10)
- University of Pennsylvania Carey Law School (7)
- William & Mary Law School (4)
- University of Georgia School of Law (2)
- Boston University School of Law (1)
-
- Columbia Law School (1)
- Duke Law (1)
- George Washington University Law School (1)
- Louisiana State University Law Center (1)
- Northern Illinois University (1)
- Notre Dame Law School (1)
- Ohio Northern University (1)
- Penn State Dickinson Law (1)
- Southern Methodist University (1)
- The Catholic University of America, Columbus School of Law (1)
- Touro University Jacob D. Fuchsberg Law Center (1)
- United Arab Emirates University (1)
- University of Arkansas, Fayetteville (1)
- University of Maryland Francis King Carey School of Law (1)
- University of Washington School of Law (1)
- Washington University in St. Louis (1)
- West Virginia University (1)
- Publication
-
- All Faculty Scholarship (7)
- Articles (6)
- Faculty Scholarship (3)
- Faculty Publications (2)
- Michigan Journal of International Law (2)
-
- Scholarly Works (2)
- Catholic University Law Review (1)
- Dickinson Law Review (2017-Present) (1)
- Faculty Journal Articles and Book Chapters (1)
- GW Law Faculty Publications & Other Works (1)
- Journal Articles (1)
- Journal of Food Law & Policy (1)
- Law Faculty Scholarship (1)
- Maryland Law Review (1)
- Michigan Business & Entrepreneurial Law Review (1)
- Michigan Law Review (1)
- Northern Illinois University Law Review (1)
- Notre Dame Law Review (1)
- Open Access Law Books (1)
- Scholarship@WashULaw (1)
- Touro Law Review (1)
- UAEU Law Journal (1)
- Washington Law Review (1)
- William & Mary Business Law Review (1)
- William & Mary Environmental Law and Policy Review (1)
- Publication Type
Articles 31 - 41 of 41
Full-Text Articles in Law
Corporate Commitment To International Law, Jay Butler
Corporate Commitment To International Law, Jay Butler
Faculty Publications
Corporations are increasingly important actors in international law. But vital questions underlying this development have long gone unanswered: How and why do corporations commit to international law?
This article constructs a general account of business interaction with international legal obligation and suggests that a gateway to demystifying this persistent puzzle lies in corporate opinio juris.
Corporate opinio juris describes a company's subscription to a rule of international law, even though the company is not technically bound by that rule. This subscription functions as a kind of pledge that, once made, has sway over the company and its peers and symbiotically …
Interpretive Entrepreneurs, Melinda (M.J.) Durkee
Interpretive Entrepreneurs, Melinda (M.J.) Durkee
Scholarship@WashULaw
Private actors interpret legal norms, a phenomenon I call “interpretive entrepreneurship.” The phenomenon is particularly significant in the international context, where many disputes are not subject to judicial resolution and there is no official system of precedent. Interpretation can affect the meaning of laws over time. For this reason, it can be a form of “post hoc” international lawmaking, worth studying alongside other forms of international lobbying and norm entrepreneurship by private actors. The Article identifies and describes the phenomenon through a series of case studies that show how, why, and by whom it unfolds. The examples focus on entrepreneurial …
From Property Rights To Liberty Rights: We The Corporations, A Review Essay, Laura Phillips-Sawyer
From Property Rights To Liberty Rights: We The Corporations, A Review Essay, Laura Phillips-Sawyer
Scholarly Works
A long-standing, and deeply controversial, question in constitutional law is whether or not the Constitution's protections for “persons” and “people” extend to corporations. Law professor Adam Winkler's We the Corporations chronicles the most important legal battles launched by corporations to “win their constitutional rights,” by which he means both civil rights against discriminatory state action and civil liberties enshrined in the Bill of Rights and the Constitution (p. xvii). Today, we think of the former as the right to be free from unequal treatment, often protected by statutory laws, and the latter as liberties that affect the ability to live …
Choice Of Law And The Preponderantly Multistate Rule: The Example Of Successor Corporation Products Liability, Diana Sclar
Choice Of Law And The Preponderantly Multistate Rule: The Example Of Successor Corporation Products Liability, Diana Sclar
Dickinson Law Review (2017-Present)
Most state rules of substantive law, whether legislative or judicial, ordinarily adjust rights and obligations among local parties with respect to local events. Conventional choice of law methodologies for adjudicating disputes with multistate connections all start from an explicit or implicit assumption of a choice between such locally oriented substantive rules. This article reveals, for the first time, that some state rules of substantive law ordinarily adjust rights and obligations with respect to parties and events connected to more than one state and only occasionally apply to wholly local matters. For these rules I use the term “nominally domestic rules …
Is There A Delaware Effect For Controlled Firms?, Edward Fox
Is There A Delaware Effect For Controlled Firms?, Edward Fox
Articles
The impact of Delaware incorporation on firm value remains a central question in corporate law. Despite the difficulty scholars have had in agreeing on an answer to this question, there is a consensus that Delaware has long enjoyed stable and important advantages in the expertise of its judiciary and its extensive case law. These advantages are believed to be particularly important for firms with a controlling shareholder. This Article attempts to empirically measure the effect of Delaware incorporation on these controlled firms and thus helps us understand the market value of Delaware’s judiciary and case law. It finds, surprisingly, that …
Restoration: The Role Stakeholder Governance Must Play In Recreating A Fair And Sustainable American Economy A Reply To Professor Rock, Leo E. Strine Jr.
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 …
Business As Usual: Hobby Lobby And The Purpose Of Corporate Rights, Dalia Tsuk Mitchell
Business As Usual: Hobby Lobby And The Purpose Of Corporate Rights, Dalia Tsuk Mitchell
GW Law Faculty Publications & Other Works
This article explores the interdependence of the discourse of corporate rights and the law of corporate purpose. I argue that the history of corporate rights reflects changing reactions of the U.S. Supreme Court to social, political, and cultural concerns, each reaction offering a different purpose for corporations in our modern society. At the turn of the twentieth century, in response to fears about the advance of socialism, the Court used liberal assumptions to justify protecting the publicly held corporation’s property rights as derived from the rights of individual shareholders. In so doing, the Court helped turn the corporation, with its …
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
All Faculty Scholarship
The conventional view of corporate governance is that it is a neutral set of processes and practices that govern how a company is managed. We demonstrate that this view is profoundly mistaken: in the United States, corporate governance has become a “system” composed of an array of institutional players, with a powerful shareholderist orientation. Our original account of this “corporate governance machine” generates insights about the past, present, and future of corporate governance. As for the past, we show how the concept of corporate governance developed alongside the shareholder primacy movement. This relationship is reflected in the common refrain of …
Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel
Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel
All Faculty Scholarship
With increased calls from investors, legislators, and academics for corporations to consider employee, environmental, social, and governance factors (“EESG”) when making decisions, boards and managers are struggling to situate EESG within their existing reporting and organizational structures. Building on an emerging literature connecting EESG with corporate compliance, this Essay argues that EESG is best understood as an extension of the board’s duty to implement and monitor a compliance program under Caremark. If a company decides to do more than the legal minimum, it will simultaneously satisfy legitimate demands for strong EESG programs and promote compliance with the law. Building …
Autonomous Corporate Personhood, Carla L. Reyes
Autonomous Corporate Personhood, Carla L. Reyes
Faculty Journal Articles and Book Chapters
Several states have recently changed their business organization law to accommodate autonomous businesses—businesses operated entirely through computer code. A variety of international civil society groups are also actively developing new frameworks— and a model law—for enabling decentralized, autonomous businesses to achieve a corporate or corporate-like status that bestows legal personhood. Meanwhile, various jurisdictions, including the European Union, have considered whether and to what extent artificial intelligence (AI) more broadly should be endowed with personhood to respond to AI’s increasing presence in society. Despite the fairly obvious overlap between the two sets of inquiries, the legal and policy discussions between the …
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
The Corporate Governance Machine, Dorothy S. Lund, Elizabeth Pollman
Faculty Scholarship
The conventional view of corporate governance is that it is a neutral set of processes and practices that govern how a company is managed. We demonstrate that this view is profoundly mistaken: For public companies in the United States, corporate governance has become a “system” composed of an array of institutional players, with a powerful shareholderist orientation. Our original account of this “corporate governance machine” generates insights about the past, present, and future of corporate governance. As for the past, we show how the concept of corporate governance developed alongside the shareholder primacy movement. This relationship is reflected in the …