Law Commons^™

Buyer Beware: Variation And Opacity In Esg And Esg Index Funds, Dana Brakman Reiser, Anne Tucker

Faculty Publications By Year

Evidence of the tremendous rise in the significance of environmental, social, and governance (ESG) investing is coming from all quarters. Fund flows into ESG investment vehicles are growing at a sustained and sometimes exponential pace. Fund complexes are rushing to design products, creating and rebranding scores of mutual funds and exchange traded funds (ETFs), including lower-cost indexed options. Industry leaders, critics, and commentators are all heralding the sea change as a shift in investing - and corporate governance - to more broadly consider environmental and social factors.

This Article provides vital context for this conversation. Its descriptive account of the …

In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker

Faculty Publications By Year

A startup's path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees' incentives to pursue gold. If the employees and investors expect the startup to balance the goal of profitability with another goal - the goal of good - the risks are likely to both grow and multiply. They grow to the extent that profits are threatened, and they multiply to the extent that balancing competing goals adds a dimension to the incentive problem. In this Article, we explore …

Locked In: The Competitive Disadvantage Of Citizen Shareholders, Anne M. Tucker

Faculty Publications By Year

In this Essay, I challenge the conventional corporate law wisdom that unhappy mutual fund investors paying high fees don’t need litigation or regulation to protect their interests because they should simply exit a fund and reinvest elsewhere. The exit solution, advanced by Professors John Morley and Quinn Curtis in Taking Exit Rights Seriously provided an elegantly simply solution to the problem of unhappy indirect investors (e.g., mutual fund investors) given that they are often low-dollar, low-incentive, rationally-apathetic investors facing enormous information asymmetries and collective action problems. According to their view, competition produced by exit, or the threat of exit, is …

Teaching Llcs By Design, Anne M. Tucker

Faculty Publications By Year

Experiential learning is intended to contextualize studying the law and equip students with lawyering skills required in practice. “Experiential education integrates theory and practice by combining academic inquiry with actual experience.” From a pedagogical perspective, LLC-based experiential exercises provide an efficient vehicle to teach the traditional doctrinal foundation of LLCs such as the unique attributes of the entity i.e., limited liability with pass-through taxation and flexible management structures), the default statutory rules that govern LLCs, and a host of transactional skills.

Teaching unincorporated business entities, particularly LLCs, presents a unique platform to design a course — or a course element …

Gift Horses, Choosy Beggars, And Other Reflections On The Role And Utility Of Social Enterprise Law, Cassady V. Brewer

Faculty Publications By Year

The U.S. law of social enterprise is growing rapidly. Since 2008, one-half of all U.S. states have modified their business law to establish special legal forms designed for social enterprise. Meanwhile, even with twenty-five states adopting special laws for social enterprise, the legal debate surrounding social enterprise continues. Rather than rehashing that debate, this essay sets forth the author’s personal perspective on the role and utility of social enterprise. The essay argues that, except in limited circumstances, social enterprise is superior to traditional philanthropy when it comes to solving longstanding humanitarian or environmental problems. U.S. business law thus should continue …

The Outside Investor: Citizen Shareholders & Corporate Alienation, Anne M. Tucker

Faculty Publications By Year

This Article explores the creation and conundrum of citizen shareholders - investors who enter the securities market primarily through employer-sponsored defined-contribution plans, invest in mutual or index funds, and are saving for long-term goals like retirement. Citizen shareholders are a consequence of a retirement revolution, and are the fastest growing group of investors.

Citizen shareholders are distinguishable from other shareholders on the grounds of choice, exit, and the number of intermediaries inserted into the investment chain in defined-contribution plans. They are largely missing from corporate policy and scholarship debates; few discussions have incorporated the growing reality that shareholder status has …

Contributor, Cassady V. Brewer

Faculty Publications By Year

No abstract provided.

The Separation Of Business And State, Timothy K. Kuhner

Faculty Publications By Year

National scandals involving corporate fraud, political corruption, lobbyists, and campaign finance have called attention to worrisome dynamics: the decreasing power of natural persons relative to legal persons in the political process; and the erosion of civic or democratic values in favor of corporate values. Both dynamics relate to the vexing problem of money in politics. American political thought and constitutional structure offer much-needed guidance in the form of analogies and separationist logic.

This Essay recasts the phenomenon of money in politics as a separation problem that is, a problem of the private sphere of business overreaching into the public sphere …

Report From Chair Of Partnership Committee, Cassady V. Brewer

Faculty Publications By Year

No abstract provided.

The Ali Principles Of Corporate Governance Compared With Georgia Law - Continued, The Special Contribution, Marjorie F. Knowles, Colin Flannery

Faculty Publications By Year

No abstract provided.