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Faculty Scholarship at Penn Law

Corporations

Legal Theory

Articles 1 - 14 of 14

Full-Text Articles in Law

Corporate Governance Beyond Economics, Elizabeth Pollman Jan 2019

Corporate Governance Beyond Economics, Elizabeth Pollman

Faculty Scholarship at Penn Law

In recent years, changes to state and federal law have increased pressure on corporate law to serve as an ordering mechanism for interests and values beyond economics. On the federal front, two U.S. Supreme Court cases have put existing corporate law in a new quasi-constitutional light. In the landmark decisions of Citizens United v. FEC and Burwell v. Hobby Lobby Stores, Inc., the Supreme Court has pointed to state corporate law as the mechanism for ordering political and religious activity. In addition, Congress, the SEC, and federal courts have been embroiled in battles about the scope and appropriateness of ...


Corporate Disobedience, Elizabeth Pollman Jan 2019

Corporate Disobedience, Elizabeth Pollman

Faculty Scholarship at Penn Law

Corporate law has long taken a dim view of corporate lawbreaking. Corporations can be chartered only for lawful activity. Contemporary case law characterizes intentional violations of law as a breach of the fiduciary duties of good faith and loyalty. While recognizing that rule breaking raises significant social and moral concerns, this Article suggests that corporate law and academic debate have overlooked important aspects of corporate disobedience. This Article provides an overview of corporate disobedience and illuminates the role that it has played in entrepreneurship and legal change. Corporations violate laws for a variety of reasons, including as part of efforts ...


Constitutionalizing Corporate Law, Elizabeth Pollman Jan 2016

Constitutionalizing Corporate Law, Elizabeth Pollman

Faculty Scholarship at Penn Law

The Supreme Court has recently decided some of the most important and controversial cases involving the federal rights of corporations in over two hundred years of jurisprudence. In rulings ranging from corporate political spending to religious liberty rights, the Court has dramatically expanded the zone in which corporations can act free from regulation. This Article argues these decisions represent a doctrinal shift, even from previous cases granting rights to corporations. The modern corporate rights doctrine has put unprecedented weight on state corporate law to act as a mechanism for resolving disputes among corporate participants regarding the expressive and religious activity ...


A Corporate Right To Privacy, Elizabeth Pollman Jan 2014

A Corporate Right To Privacy, Elizabeth Pollman

Faculty Scholarship at Penn Law

The debate over the scope of constitutional protections for corporations has exploded with commentary on recent or pending Supreme Court cases, but scholars have left unexplored some of the hardest questions for the future, and the ones that offer the greatest potential for better understanding the nature of corporate rights. This Article analyzes one of those questions — whether corporations have, or should have, a constitutional right to privacy. First, the Article examines the contours of the question in Supreme Court jurisprudence and provides the first scholarly treatment of the growing body of conflicting law in the lower courts on this ...


Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter Jan 2008

Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter

Faculty Scholarship at Penn Law

No abstract provided.


Private Equity's Three Lessons For Agency Theory, William W. Bratton Jan 2008

Private Equity's Three Lessons For Agency Theory, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Private Standards, Public Governance: A New Look At The Financial Accounting Standards Board, William W. Bratton Jan 2007

Private Standards, Public Governance: A New Look At The Financial Accounting Standards Board, William W. Bratton

Faculty Scholarship at Penn Law

The Financial Accounting Standards Board (the “FASB”) presents a puzzle: How has this private standard setter managed simultaneously (1) to remain independent, (2) to achieve institutional stability and legitimacy, and (3) to operate in a politicized context in the teeth of op-position from its own constituents? This Article looks to governance design to account for this institutional success. The FASB’s founders made a strategic choice to create a regulatory agency that sought independence rather than political responsiveness. The FASB also set out a coherent theory of accounting, the “Conceptual Framework,” to contain and direct its decisions. The Conceptual Framework ...


The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery Jan 2006

The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery

Faculty Scholarship at Penn Law

No abstract provided.


Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton Jan 2005

Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


The New Dividend Puzzle, William W. Bratton Jan 2005

The New Dividend Puzzle, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Berle And Means Reconsidered At The Century's Turn, William W. Bratton Apr 2001

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery Jan 1997

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

Faculty Scholarship at Penn Law

No abstract provided.


Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton Jan 1993

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.


Rethinking The Rules Against Corporate Privacy Rights: Some Conceptual Quandries For The Common Law, Anita L. Allen Jan 1987

Rethinking The Rules Against Corporate Privacy Rights: Some Conceptual Quandries For The Common Law, Anita L. Allen

Faculty Scholarship at Penn Law

No abstract provided.