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Articles 1 - 30 of 30
Full-Text Articles in Law
Outsourcing Voting To Ai: Can Chatgpt Advise Index Funds On Proxy Voting Decisions?, Chen Wang
Outsourcing Voting To Ai: Can Chatgpt Advise Index Funds On Proxy Voting Decisions?, Chen Wang
Fordham Journal of Corporate & Financial Law
Released in November 2022, Chat Generative Pre-training Transformer (“ChatGPT”), has risen rapidly to prominence, and its versatile capabilities have already been shown in a variety of fields. Due to ChatGPT’s advanced features, such as extensive pre-training on diverse data, strong generalization ability, fine-tuning capabilities, and improved reasoning, the use of AI in the legal industry could experience a significant transformation. Since small passive funds with low-cost business models generally lack the financial resources to make informed proxy voting decisions that align with their shareholders’ interests, this Article considers the use of ChatGPT to assist small investment funds, particularly small passive …
The Public’S Companies, Andrew K. Jennings
The Public’S Companies, Andrew K. Jennings
Fordham Journal of Corporate & Financial Law
This Essay uses a series of survey studies to consider how public understandings of public and private companies map into urgent debates over the role of the corporation in American society. Does a social-media company, for example, owe it to its users to follow the free-speech principles embodied in the First Amendment? May corporate managers pursue environmental, social, and governance (“ESG”) policies that could reduce short-term or long-term profits? How should companies respond to political pushback against their approaches to free expression or ESG?
The studies’ results are consistent with understandings that both public and private companies have greater public …
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Fordham Journal of Corporate & Financial Law
While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …
The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder
The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder
Fordham Journal of Corporate & Financial Law
Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …
Non-Profit Organizations Should Prioritize Governance In Board Selection Decisions—Those That Prioritize Money May Pay Too Much, Heidi Grunwald, Daniel Isaacs
Non-Profit Organizations Should Prioritize Governance In Board Selection Decisions—Those That Prioritize Money May Pay Too Much, Heidi Grunwald, Daniel Isaacs
Fordham Journal of Corporate & Financial Law
Non-profit corporations must comply with federal tax laws, and their governing bodies must satisfy corporation law-based duties, but they are not subject to the regulatory requirements of publicly traded corporations. This discrepancy should be troubling, because the stakeholders of non-profit organizations are far more vulnerable than the typical investor. Accordingly, non-profit boards have a particularly strong need for good governance. However, our research shows that non-profit board members believe that board selection procedures prioritize giving over the ability to attract and retain members with attributes commonly associated with good governance. To address this problem, we argue that laws should require …
Is Economic Nationalism In Corporate Governance Always A Threat?, Martin Gelter
Is Economic Nationalism In Corporate Governance Always A Threat?, Martin Gelter
Faculty Scholarship
During the past decades, corporate law and corporate governance debates have generally been skeptical of elements of economic ‘Nationalism’ or ‘protectionism.’ Arguably, globalization and convergence in corporate governance have resulted in a reduction of protectionist policies. However, recently COVID-19 has resulted in nationalist and protectionist conduct in economic policy across jurisdictions. Contrary to the predominant view, this paper argues that corporate governance policies intended to serve a particular country’s interest may at times be justified. First, globalization and convergence in corporate governance are likely to have beneficial effects only when outside investors pursue financial rather than political goals. Protectionist policies …
Covid-19 And Comparative Corporate Governance, Martin Gelter, Julia M. Puaschunder
Covid-19 And Comparative Corporate Governance, Martin Gelter, Julia M. Puaschunder
Faculty Scholarship
With the pandemic caused by the novel coronavirus SARS-CoV-2 raging around the world, many countries’ economies are at a crucial juncture. The COVID-19 external shock to the economy has the potential to affect corporate governance profoundly. This Article explores its possible impact on comparative corporate governance. For an economy to operate successfully, a society must first find a politically sustainable social equilibrium. In many countries, historical crises—such as the Great Depression and World War II—have resulted in a reconfiguration of corporate governance institutions that set the course for generations. While it is not yet clear whether COVID-19 will have a …
Toward A Mission Statement For Mutual Funds In Shareholder Litigation, Sean J. Griffith, Dorothy Lund
Toward A Mission Statement For Mutual Funds In Shareholder Litigation, Sean J. Griffith, Dorothy Lund
Faculty Scholarship
This paper analyzes the conduct of mutual funds in shareholder litigation. We begin by reviewing the basic forms of shareholder litigation and the benefits such claims might offer mutual fund investors. We then investigate, though an in-depth docket review, whether and how the ten largest mutual funds participate in shareholder litigation. We find that although shareholder suits offer potential benefits, the largest mutual funds have essentially forfeited their use of litigation. This finding is particularly striking given that index funds and other long-term oriented mutual funds generally cannot sell their shares when they are dissatisfied with company performance, leaving them …
A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain
A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain
Fordham Journal of Corporate & Financial Law
The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …
An Officer Walks Into A Bar: Acknowledging The Need For Deterrence In Officer And Director Bars, Steven W. Shuldman
An Officer Walks Into A Bar: Acknowledging The Need For Deterrence In Officer And Director Bars, Steven W. Shuldman
Fordham Law Review
The U.S. Securities and Exchange Commission (SEC) is the civil regulatory agency responsible for helping to defend and protect the American investor. One significant threat to investor security occurs when an individual, acting as an officer or director, violates a fiduciary duty to his or her employer and its shareholders, risking investor money. These actions could involve insider trading, fraudulent statements in public filings, or other self-serving conduct.
Recognizing the importance of deterring such misconduct, Congress gave the SEC the authority to bar certain individuals from serving as officers and directors of public companies. An individual should be barred if …
Trends In The Social [Ir]Responsibility Of American Multinational Corporations: Increased Power, Diminished Accountability, Cynthia A. Williams, John M. Conley
Trends In The Social [Ir]Responsibility Of American Multinational Corporations: Increased Power, Diminished Accountability, Cynthia A. Williams, John M. Conley
Fordham Environmental Law Review
The purpose of this invited essay is to assess the future of the CSR performance of American multinationals in light of several ongoing trends. These trends include companies’ voluntary CSR programs and the global self-regulatory standards for responsible company activities that are developing in almost every industry. Moreover, the decade-long project at the United Nations to identify multinational companies’ responsibilities with respect to international human rights, ultimately spearheaded by Special Representative John Ruggie, has for the first time established global expectations of responsible corporate activity. At the same time, however, legal developments in the United States may be trending in …
Governing Systemic Risk: Towards A Governance Structure For Derivatives Clearhouses, Sean J. Griffith
Governing Systemic Risk: Towards A Governance Structure For Derivatives Clearhouses, Sean J. Griffith
Faculty Scholarship
Derivatives transactions create systemic risk by threatening to spread the consequences of default throughout the financial system. Responding to the manifestations of systemic risk exhibited in the financial crisis, policy-makers have sought to solve the problem by requiring as many derivatives transactions as possible to be “cleared” (essentially guaranteed) by a clearinghouse. The clearinghouse will centralize and, through the creation of reserve accounts, seek to contain systemic risk by preventing the consequences of default from spreading. This centralization of risk makes the clearinghouse the new locus of systemic risk, and the question of systemic risk management thus becomes a question …
Intraportfolio Litigation Essay, Amanda M. Rose, Richard Squire
Intraportfolio Litigation Essay, Amanda M. Rose, Richard Squire
Faculty Scholarship
The modern trend is for investors to diversify. Shareholders who own one S&P 500 firm tend to own many of the others as well. This trend casts doubt on the traditional compensation and deterrence rationales for legal rules that hold corporations liable for the acts of their agents. Today, when A Corp sues B Corp (for breach of contract, theft of trade secrets, or any other legal wrong), many of the same shareholders own both the plaintiff and the defendant. For these shareholders, damages just shift money from one pocket to another, minus of course lawyer fees. We offer here …
Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov
Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
The Role Of Financial Journalists In Corporate Governance, Michael J. Borden
Fordham Journal of Corporate & Financial Law
No abstract provided.
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Fordham Journal of Corporate & Financial Law
No abstract provided.
What Critiques Of Sarbanes-Oxley Can Teach About Regulation Of Nonprofit Governance, Ellen P. Aprill
What Critiques Of Sarbanes-Oxley Can Teach About Regulation Of Nonprofit Governance, Ellen P. Aprill
Fordham Law Review
No abstract provided.
The Incoherence Of American Corporate Governance And The Need For Federal Standards, Timothy De Lizza
The Incoherence Of American Corporate Governance And The Need For Federal Standards, Timothy De Lizza
Fordham Urban Law Journal
This Comment suggests that the U.S. Congress should expand the SEC’s mandate so that it has clear authority to implement corporate governance standards. Part I provides an overview of problems regarding how much executive pay is given, how pay is set, and how it is disclosed. It then highlights regulatory responses to those problems, including how they provide contradictory incentives and result in unpredictability and over-regulation. Part II considers the current scope of the SEC’s mandate, including courts’ and commentators’ difficulty in defining its boundaries. Part II concludes that this difficulty sometimes makes the SEC’s regulatory actions either ineffective or …
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
Fordham Journal of Corporate & Financial Law
No abstract provided.
Does The Law Encourage Unethical Conduct In The Securities Industry?, Di Lorenzo Vincent
Does The Law Encourage Unethical Conduct In The Securities Industry?, Di Lorenzo Vincent
Fordham Journal of Corporate & Financial Law
No abstract provided.
A Tale Of Two Trajectories, Cynthia A. Williams
A Tale Of Two Trajectories, Cynthia A. Williams
Fordham Law Review
No abstract provided.
Rock, Paper, Scissors: Choosing The Right Vehicle For Federal Corporate Governance Initiatives, Joan Macleod Heminway
Rock, Paper, Scissors: Choosing The Right Vehicle For Federal Corporate Governance Initiatives, Joan Macleod Heminway
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fourth Annual Albert A. Destefano Lecture On Corporate, Securities &Financial Law, William Michael Treanor Introduction, Jill E. Fisch Introduction, Constantine N. Katsoris, John F.X Peloso Moderator, Brandon Becker, Robert Colby, Richard G. Ketchum, Mark E. Lackritz, Annette L. Nazareth, Mary L. Shapiro
The Fourth Annual Albert A. Destefano Lecture On Corporate, Securities &Financial Law, William Michael Treanor Introduction, Jill E. Fisch Introduction, Constantine N. Katsoris, John F.X Peloso Moderator, Brandon Becker, Robert Colby, Richard G. Ketchum, Mark E. Lackritz, Annette L. Nazareth, Mary L. Shapiro
Fordham Journal of Corporate & Financial Law
No abstract provided.
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Uncovering A Gatekeeper: Why The Sec Should Mandate Disclosure Of Details Concerning Directors' And Officers' Liability Insurance Policies, Sean J. Griffith
Faculty Scholarship
This Article explores the connection between corporate governance and directors’ and officers’ (D&O) insurance. It argues that D&O insurers act as gatekeepers and guarantors of corporate governance, screening and pricing corporate governance risks to maintain the profitability of their risk pools. As a result, in a well-working insurance market, D&O insurance premiums would convey the insurer's assessment of a firm's governance quality. Simply stated, firms with better corporate governance would pay relatively low D&O premiums, while firms with worse corporate governance would pay more. This simple relationship could signal important information to investors and other capital market participants. Unfortunately, the …
The A.A. Sommer, Jr. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An Sec Perspective, Harvey Goldschmid, William Treanor, John F.X. Peloso, Jill Fisch
The A.A. Sommer, Jr. Annual Lecture On Corporate Securities & Financial Law: Post-Enron America: An Sec Perspective, Harvey Goldschmid, William Treanor, John F.X. Peloso, Jill Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
Keynote Address, Susan S. Bies, Alan Rechtschaffen
Keynote Address, Susan S. Bies, Alan Rechtschaffen
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Activist Board And Corporate Governance, Terrence J. Gallagher
The Activist Board And Corporate Governance, Terrence J. Gallagher
Fordham Journal of Corporate & Financial Law
No abstract provided.
Corporate Governance: Does It Make A Difference?, Martin Lipton
Corporate Governance: Does It Make A Difference?, Martin Lipton
Fordham Journal of Corporate & Financial Law
No abstract provided.
Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik
Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik
Fordham Journal of Corporate & Financial Law
No abstract provided.
Institutional Investors: Agents Of Change, James E. Heard
Institutional Investors: Agents Of Change, James E. Heard
Fordham Journal of Corporate & Financial Law
No abstract provided.