Law Commons^™

Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier

Washington and Lee Law Review

When adjusted to reflect inflation, the federal minimum wage is almost 40 percent lower than it was in 1970. The Biden Administration tried and failed to legislatively raise the minimum wage, and political deadlock will continue to kill legislative change. The shareholder proposal, a nonbinding recommendation to management that shareholders can submit for a vote at a public corporation’s annual meeting, presents a path for improving the wages of many workers in the absence of federal legislation. This Note analyzes the best approach to crafting a shareholder proposal on minimum wage that will prompt an effective increase in the minimum …

Civil Rights And Shareholder Activism: Sec V. Medical Committee For Human Rights, Sarah C. Haan

Washington and Lee Law Review

This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.

What does “corporate democracy” mean? How far does federal law go to guarantee public company investors a say in a firm’s policies on important social, environmental, or political issues? In 1972, the U.S. Supreme Court appeared ready to start sketching the contours of corporate democracy—and then, at the last minute, it pulled back. This Article tells the story of Securities and Exchange Commission v. Medical Committee for Human Rights …

Corporate Governance As Moral Psychology, Alan R. Palmiter

Washington and Lee Law Review

No abstract provided.

The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell

Washington and Lee Law Review

In recent years there has been significant ongoing academic debate over the expansion ofpublic shareholders 'participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct ofcorporate affairs. The legitimacy ofshareholderp articipationr ights depends upon the actual role public shareholders play in contributing to the corporation's function of providing goods and services and, ultimately, to economic growth and social welfare. Few in the debate have stopped to examine this question. This Article presents original empirical evidence that demonstrates that public shareholders do not, on net, contributec apitalt …

Financial Accounting And Corporate Behavior, David I. Walker

Washington and Lee Law Review

The power of financial accounting to shape corporate behavior is underappreciated. Advocates of positive accounting theory have argued that even cosmetic changes in reported earnings can affect share value, not because market participants are unable to see through such changes to the underlying fundamentals, but because of implicit or explicit contracts that are based on reported earnings and transaction costs. However, agency theory suggests that accounting choices and corporate responses to accounting standard changes will not necessarily be those that maximize share value. For a number of reasons, including the fact that executive compensation is often tied to reported earnings, …

Tax, Corporate Governance, And Norms, Steven A. Bank

Washington and Lee Law Review

This Article examines the use of federal tax provisions to effect changes in state law corporate governance. There is a growing academic controversy over these provisions, fueled in part by their popularity among legislators as a method of addressing the recent spate of corporate scandals. As a case study on the use of tax to regulate corporate governance, this paper compares and contrasts two measures enacted during the New Deal-the enactment of the undistributed profits tax in 1936 and the overhaul of the tax-free reorganization provisions in 1934-and considers why the former was so much more controversial and less sustainable …

The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim

Washington and Lee Law Review

No abstract provided.

Behavioral Finance And Investor Governance, Lawrence A. Cunningham

Washington and Lee Law Review

No abstract provided.

Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax

Washington and Lee Law Review

No abstract provided.

Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.

On The Frontier Of Capitalism: Implementation Of Humanomics By Modern Publicly Held Corporations: A Critical Assessment, Lewis D. Solomon

Washington and Lee Law Review

No abstract provided.

Shareholders As Stakeholders: Changing Metaphors Of Corporate Governance, Ronald M. Green

Washington and Lee Law Review

No abstract provided.

In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge

Washington and Lee Law Review

No abstract provided.

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

Washington and Lee Law Review

No abstract provided.

Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell

Washington and Lee Law Review

No abstract provided.

Accounting And The New Corporate Law, Joel Seligman

Washington and Lee Law Review

No abstract provided.

Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis

Washington and Lee Law Review

No abstract provided.

Activist Shareholders, Corporate Directors, And Institutional Investment: Some Lessons From The Robber Barons, Allen D. Boyer

Washington and Lee Law Review

No abstract provided.

Invalid Election And Involuntary Termination Of Subchapter S Status

Washington and Lee Law Review

No abstract provided.