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Boards In Information Governance, Faith Stevelman, Sarah C. Haan Jan 2020

Boards In Information Governance, Faith Stevelman, Sarah C. Haan

Scholarly Articles

This Article focuses on the evolving role of boards of directors. It charts the decline of the two leading, twentieth-century conceptual frameworks shaping corporate boards’ roles: agency cost theory, which produced the limited “monitoring board,” and “separate realms” theory, which ceded board responsibility for matters other than profit maximization to government regulation. Hedge fund activism and wild stock market swings have exposed the limits of the board’s role in agency cost theory. The 2020 pandemic, economic crises, investors’ demands for socially responsible stewardship, and corporations’ own political activism have rendered separate realms thinking untenable.

Although much theorizing in corporate ...


Civil Rights And Shareholder Activism: Sec V. Medical Committee For Human Rights, Sarah C. Haan Nov 2019

Civil Rights And Shareholder Activism: Sec V. Medical Committee For Human Rights, Sarah C. Haan

Washington and Lee Law Review

This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.

What does “corporate democracy” mean? How far does federal law go to guarantee public company investors a say in a firm’s policies on important social, environmental, or political issues? In 1972, the U.S. Supreme Court appeared ready to start sketching the contours of corporate democracy—and then, at the last minute, it pulled back. This Article tells the story of Securities and Exchange Commission v. Medical ...


Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan Apr 2019

Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan

Scholarly Articles

A decade after the global financial crisis, corporate governance is in a state of flux. A conceptual shift is underway. Years ago, in "first wave" governance, boards had a cozy relationship with the company C-suite. In "second wave" governance, which took hold in the 1970s, legal academics reimagined the board's role, conceptualizing directors as monitors charged with limiting waste and abuse that can arise in agency relationships. Now, we find ourselves at the threshold of "third wave" governance, in which boards are asked to grapple immediately and candidly with both the financial aspects of business and new environmental, social ...


Corporate Governance As Moral Psychology, Alan R. Palmiter Apr 2017

Corporate Governance As Moral Psychology, Alan R. Palmiter

Washington and Lee Law Review

No abstract provided.


The Stewardship Of Trust In The Global Value Chain, Kishanthi Parella Jan 2016

The Stewardship Of Trust In The Global Value Chain, Kishanthi Parella

Scholarly Articles

Global governance has not yet caught up with the globalization of business. As a result, our headlines provide daily accounts of the extent and consequences of these "governance gaps." The ability of corporations to evade state control also contributes to an unusual, even frightening, phenomenon: corporations are governing like states. Some governance functions traditionally delivered by state actors are now increasingly undertaken by transnational corporations. One area that is experiencing this substitution is dispute resolution of human rights. Corporations and other business enterprises, individually or collectively, are creating a variety of grievance mechanisms to address human rights and other conflicts ...


Is The Corporate Director's Duty Of Care A 'Fiduciary' Duty? Does It Matter?, Christopher M. Bruner Jan 2013

Is The Corporate Director's Duty Of Care A 'Fiduciary' Duty? Does It Matter?, Christopher M. Bruner

Scholarly Articles

While reference to "fiduciary duties" (plural) is routinely employed in the United States as a convenient short-hand for a corporate director's duties of care and loyalty, other common-law countries generally treat loyalty as the sole "fiduciary duty." This contrast prompts some important questions about the doctrinal structure for duty of care analysis adopted in Delaware, the principal jurisdiction of incorporation for U.S. public companies. Specifically, has the evolution of Delaware's convoluted and problematic framework for evaluating disinterested board conduct been facilitated by styling care a "fiduciary" duty? If so, then how should Delaware lawmakers and judges respond ...


Techniques To Teach Substance And Skill In Contract Drafting: In-Office Meetings And Analytical Memos, Lyman P. Q. Johnson Jan 2011

Techniques To Teach Substance And Skill In Contract Drafting: In-Office Meetings And Analytical Memos, Lyman P. Q. Johnson

Scholarly Articles

This short article is based on a talk at Emory Law School on Transactional Lawyering. One overall pedagogical aim of a transactional course (or any business contract drafting course) is to link skills training with insistence on in-depth substantive learning about law and business. In this way, skills training – although acknowledged to be practical – also can be recognized as intellectually demanding, a point not always appreciated by proponents of more traditional law teaching. Two techniques for making the connection – in-office meetings and detailed “companion” analytical memos – are described.


Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson Jan 2011

Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson

Scholarly Articles

None available.


Power And Purpose In The "Anglo-American" Corporation, Christopher M. Bruner Apr 2010

Power And Purpose In The "Anglo-American" Corporation, Christopher M. Bruner

Scholarly Articles

The article discusses the impact of a shareholder-centric and market-oriented approach to corporate governance among public business firms in the U.S. and Great Britain. It mentions that both countries have more common similarities in terms of corporate governance systems and business cultures. It affirms that despite such similarities, both countries' corporate governance system differs on how they relate to external regulations that can affect their relationships among stakeholders.


The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell Sep 2009

The Legitimate Rights Of Public Shareholders, Lawrence E. Mitchell

Washington and Lee Law Review

In recent years there has been significant ongoing academic debate over the expansion ofpublic shareholders 'participation rights in corporate governance. The debate has accompanied a dramatic increase in institutional shareholder and hedge fund activism attempting to influence the conduct ofcorporate affairs. The legitimacy ofshareholderp articipationr ights depends upon the actual role public shareholders play in contributing to the corporation's function of providing goods and services and, ultimately, to economic growth and social welfare. Few in the debate have stopped to examine this question. This Article presents original empirical evidence that demonstrates that public shareholders do not, on net, contributec ...


A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson Jan 2008

A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson

Scholarly Articles

This article contrasts how a robust conception of director independence plays a central role in the corporate law world while, in the mutual fund industry, independence is a shrunken conception playing only a marginal role. Over the last twenty-five years, director independence in corporate law has gained wide acceptance as being desirable and it has become a critical component of fiduciary duty analysis. Within the mutual fund industry, however, independence remains fiercely contested. The more obvious battle over independence has occurred in response to the Securities and Exchange Commission's ("SEC's") rulemaking effort to alter the standard for granting ...


Financial Accounting And Corporate Behavior, David I. Walker Jun 2007

Financial Accounting And Corporate Behavior, David I. Walker

Washington and Lee Law Review

The power of financial accounting to shape corporate behavior is underappreciated. Advocates of positive accounting theory have argued that even cosmetic changes in reported earnings can affect share value, not because market participants are unable to see through such changes to the underlying fundamentals, but because of implicit or explicit contracts that are based on reported earnings and transaction costs. However, agency theory suggests that accounting choices and corporate responses to accounting standard changes will not necessarily be those that maximize share value. For a number of reasons, including the fact that executive compensation is often tied to reported earnings ...


Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson Jan 2006

Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.


Tax, Corporate Governance, And Norms, Steven A. Bank Jun 2004

Tax, Corporate Governance, And Norms, Steven A. Bank

Washington and Lee Law Review

This Article examines the use of federal tax provisions to effect changes in state law corporate governance. There is a growing academic controversy over these provisions, fueled in part by their popularity among legislators as a method of addressing the recent spate of corporate scandals. As a case study on the use of tax to regulate corporate governance, this paper compares and contrasts two measures enacted during the New Deal-the enactment of the undistributed profits tax in 1936 and the overhaul of the tax-free reorganization provisions in 1934-and considers why the former was so much more controversial and less sustainable ...


The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim Jan 2003

The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim

Washington and Lee Law Review

No abstract provided.


Behavioral Finance And Investor Governance, Lawrence A. Cunningham Jun 2002

Behavioral Finance And Investor Governance, Lawrence A. Cunningham

Washington and Lee Law Review

No abstract provided.


Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax Mar 2002

Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax

Washington and Lee Law Review

No abstract provided.


Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon Jan 1998

Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon

Scholarly Articles

None available.


Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas Jan 1997

Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.


In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge Sep 1993

In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge

Washington and Lee Law Review

No abstract provided.


On The Frontier Of Capitalism: Implementation Of Humanomics By Modern Publicly Held Corporations: A Critical Assessment, Lewis D. Solomon Sep 1993

On The Frontier Of Capitalism: Implementation Of Humanomics By Modern Publicly Held Corporations: A Critical Assessment, Lewis D. Solomon

Washington and Lee Law Review

No abstract provided.


Shareholders As Stakeholders: Changing Metaphors Of Corporate Governance, Ronald M. Green Sep 1993

Shareholders As Stakeholders: Changing Metaphors Of Corporate Governance, Ronald M. Green

Washington and Lee Law Review

No abstract provided.


Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell Sep 1993

Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell

Washington and Lee Law Review

No abstract provided.


Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton Sep 1993

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

Washington and Lee Law Review

No abstract provided.


Accounting And The New Corporate Law, Joel Seligman Jun 1993

Accounting And The New Corporate Law, Joel Seligman

Washington and Lee Law Review

No abstract provided.


Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis Jun 1993

Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis

Washington and Lee Law Review

No abstract provided.


Activist Shareholders, Corporate Directors, And Institutional Investment: Some Lessons From The Robber Barons, Allen D. Boyer Jun 1993

Activist Shareholders, Corporate Directors, And Institutional Investment: Some Lessons From The Robber Barons, Allen D. Boyer

Washington and Lee Law Review

No abstract provided.


Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon Jan 1993

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.


Invalid Election And Involuntary Termination Of Subchapter S Status Sep 1972

Invalid Election And Involuntary Termination Of Subchapter S Status

Washington and Lee Law Review

No abstract provided.