Law Commons^™

The Rule That Isn't A Rule - The Business Judgment Rule, Douglas M. Branson

Articles

On a doctrinal basis, few areas of corporate law are more confused then the duty of care applicable to corporate officials and its handmaiden, the business judgment rule. The tendency of many scholars and practitioners has been to collapse the duty of care into the business judgment rule, as Professor Stuart Cohn pointed out more than a decade ago. The business judgment rule is a separate legal construct that is related to, but separate from, the duty of care and one which protects only proactive and not somnambulant directors and officers. The business judgment rule stays at center stage for …

The Social Responsibility Of Large Multinational Corporations, Douglas M. Branson

Articles

In the 1970s, legal scholars wrote extensively on the subject, as it was then known, "corporate social responsibility." Proposals surfaced for pubic interest directors, mandatory social accounting and disclosure, increased use of Security Exchange Commission (SEC) shareholder proxy proposals, federal minimum debate was eclipsed completely by the law and economics movement of the 1980s. Now, in the new century, the inquiry into social responsibility of large corporations has begun anew. This article is an attempt to take that inquiry, or debate, and place it in the international context.

I have four stories to tell. First is that much of the …