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Full-Text Articles in Law
How A “Superstar” Ceo Exposes The Necessity For Third Party D&O Insurance, Angela N. Aneiros, Karen Woody
How A “Superstar” Ceo Exposes The Necessity For Third Party D&O Insurance, Angela N. Aneiros, Karen Woody
Scholarly Articles
he influence that “superstar” CEOs have over a company’s board of directors can be alarming. Among other things, Elon’s ability to skirt personal liability for seemingly obvious breaches of duty has raised concerns within the realm of corporate governance and corporate regulation. While much has been written on Elon’s influence on Tesla’s board of directors, one area of the law that often gets overlooked that has exacerbated Elon’s corporate governance issues, is that of directors and officers (D&O) liability insurance. While personally insuring board members seems like a very "Elon" move, it could have broader implications beyond Elon. Are “superstar” …
Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier
Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier
Washington and Lee Law Review
When adjusted to reflect inflation, the federal minimum wage is almost 40 percent lower than it was in 1970. The Biden Administration tried and failed to legislatively raise the minimum wage, and political deadlock will continue to kill legislative change. The shareholder proposal, a nonbinding recommendation to management that shareholders can submit for a vote at a public corporation’s annual meeting, presents a path for improving the wages of many workers in the absence of federal legislation. This Note analyzes the best approach to crafting a shareholder proposal on minimum wage that will prompt an effective increase in the minimum …
Why Corporate Purpose Will Always Matter, Lyman P.Q. Johnson
Why Corporate Purpose Will Always Matter, Lyman P.Q. Johnson
Scholarly Articles
Business persons and lawyers (and law professors) perennially struggle over the question whether a business corporation does or should have a purpose other than advancing the interests of shareholders. After briefly setting the stage by describing the dispute over what the positive law of corporate purpose really is and the normative argument over what corporate purpose should be, this short article takes a different turn. It addresses why, in a dynamic, democratic, pluralist society, the foundational issue of corporate purpose remains so important and will not (and should not) go away. However adamantly divergent descriptive and prescriptive positions are held, …
Boards In Information Governance, Faith Stevelman, Sarah C. Haan
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 law …
Civil Rights And Shareholder Activism: Sec V. Medical Committee For Human Rights, Sarah C. Haan
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 Committee for Human Rights …
Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan
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, and …
Corporate Governance As Moral Psychology, Alan R. Palmiter
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
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
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 moving forward?
In …
Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson
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
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.
A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson
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 certain regulatory …
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Scholarly Articles
No abstract provided.
Tax, Corporate Governance, And Norms, Steven A. Bank
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
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
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
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
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
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.
On The Frontier Of Capitalism: Implementation Of Humanomics By Modern Publicly Held Corporations: A Critical Assessment, Lewis D. Solomon
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
Shareholders As Stakeholders: Changing Metaphors Of Corporate Governance, Ronald M. Green
Washington and Lee Law Review
No abstract provided.
In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge
In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge
Washington and Lee Law Review
No abstract provided.
Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton
Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton
Washington and Lee Law Review
No abstract provided.
Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell
Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell
Washington and Lee Law Review
No abstract provided.
Accounting And The New Corporate Law, Joel Seligman
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
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
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
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
Invalid Election And Involuntary Termination Of Subchapter S Status
Washington and Lee Law Review
No abstract provided.