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Full-Text Articles in Law
Death Of A Corporation: How A Seemingly Innocuous Probate Provision Can Fundamentally Undermine The Corporate Form, Kenya Jh Smith
Death Of A Corporation: How A Seemingly Innocuous Probate Provision Can Fundamentally Undermine The Corporate Form, Kenya Jh Smith
William & Mary Business Law Review
Imagine that you are assisting the surviving shareholders and officers of a corporation in settling affairs with the estate of a deceased shareholder. In a corporate governance dispute that ensues, the estate representative uses a seemingly innocuous probate provision allowing him to “continue any business” of the deceased to petition the probate court for direct control of the corporation. You find that there is little statutory or jurisprudential guidance on coordinating that probate provision with longstanding corporate governance requirements that directors, not shareholders, directly manage corporate affairs. This Article explores the unintended consequences of allowing a misplaced but literal reading …
Reconciling Corporate Interests With Broader Social Interests - Pursuit Of Corporate Interests Beyond Shareholder Primacy, Yong-Shik Lee
Reconciling Corporate Interests With Broader Social Interests - Pursuit Of Corporate Interests Beyond Shareholder Primacy, Yong-Shik Lee
William & Mary Business Law Review
A seminal case in corporate law, Dodge v. Ford Motor Co., set the cardinal principle that corporations must serve the interests of shareholders rather than the interests of employees, customers, or the community. This principle, referred to as “shareholder primacy,” has been considered a tenet of the fiduciary duty owed by corporate directors. Scholars have disagreed on the current legal status of shareholder primacy. This Article examines the controversy in light of the current state legislation and case law. Regardless of its current legal status, shareholder primacy has influenced corporate behavior and encouraged short-term profit-seeking behavior with significant social …
Functional Corporate Knowledge, Mihailis Diamantis
Functional Corporate Knowledge, Mihailis Diamantis
William & Mary Law Review
The line between guilt and innocence often turns on what a defendant knew. Although the law’s approach to knowledge may be relatively straightforward for individuals, its doctrines for corporate defendants are fraught with ambiguity and opportunities for gamesmanship. Corporations can spread information thinly across employees so that it is never “known.” And prosecutors can exploit legal uncertainties to bring knowledge-based charges where corporations were merely negligent in how they handled information. Whereas knowledge as a mens rea has unique practical and normative properties that vary with a corporation’s size and industry, corporate law treats knowledge just like any other mental …