Law Commons^™

Quacks Or Bootleggers: Who’S Really Regulating Hedge Funds?, Jeremy Kidd

Articles

Influential scholars of corporate law have questioned previous federal interventions into corporate governance, calling it quackery. Invoking images of medical malpractice, these critiques have argued persuasively that Congress, in responding to crises, makes policy that disrupts efficient private rules and established state laws. This Article applies the Bootleggers and Baptists theory to show that Dodd–Frank’s hedge fund rules are more than just negligent or reckless, but designed to benefit special interests that compete with the hedge fund model. Those rules offer no solutions to any real or perceived risks arising from hedge fund investing, but might offer an advantage to …

Shareholder Primacy And Corporate Compliance, Judd F. Sneirson

Articles

Corporations, like the rest of us, must comply with environmental and other laws or suffer the consequences. Unfortunately, these consequences can pale in comparison to the gains to be made from non-compliance. Law-and-economics scholarship recognizes this and, by treating many laws as mere costs of doing business, encourages a certain amount of deliberate non-compliance. According to this view, corporate compliance should turn on profitability or whether compliance would otherwise benefit the firm. This Article argues that the law-and-economics scholarship is wrong on the law, wrong as a matter of economics, and does not reflect how most firms in fact behave. …

Chevron, Greenwashing, And The Myth Of “Green Oil Companies”, Judd F. Sneirson

Articles

As green business practices grow in popularity, so does the temptation to “greenwash” one’s business to appear more environmentally and socially responsible than it actually is. We examined this phenomenon in an earlier paper, using BP and the Deepwater Horizon catastrophe as a case study and developing a framework for policing dubious claims of corporate social responsibility. This Article revisits these issues focusing on Chevron, an oil company that claims in its advertisements to care deeply about the environment and the communities in which it operates, even as it faces an $18 billion judgment for polluting the Ecuadorean Amazon and …

Race To The Left: A Legislator’S Guide To Greening A Corporate Code, Judd F. Sneirson

Articles

American corporate law tolerates green businesses. Green business decisions that are informed, disinterested, and made in the good-faith best interests of the firm will enjoy deference pursuant to the business judgment rule, whether the decisions maximize shareholder profits or sacrifice them in the name of sustainability. Corporate law generally stops there, however, and neither encourages green business efforts nor particularly discourages them.

States are more or less uniform in this approach, and thus new businesses selecting a state of incorporation have had no green basis for preferring one state’s corporate laws to those of another. Recent efforts in Oregon to …