Law Commons^™

The Naked Private Square, Ronald J. Colombo

Ronald J Colombo

In the latter half of the twentieth century, America witnessed the construction of a “wall of separation” between religion and the public square. What had once been commonplace (such as prayer in public schools, and religious symbols on public property) had suddenly become verboten. This phenomenon is well known and has been well studied.

Less well known (and less well studied) has been the parallel phenomenon of religion’s expulsion from the private square. Employment law, corporate law, and constitutional law have worked to impede the ability of business enterprises to adopt, pursue, and maintain distinctively religious personae. This is undesirable …

The Corporation As A Tocquevillian Association, Ronald J. Colombo

Ronald J Colombo

The Supreme Court’s 2010 ruling in Citizens United v. FEC re-energized the debate over the proper role of corporations in the political process. Some have welcomed the decision as an application of the Constitution’s limits upon governmental regulation of political speech. Others have bemoaned the decision for equating corporate spending with free speech, thereby depriving government of the power to effectively safeguard the electoral process. Both sides of the debate, however, appear fixated upon a “one-size-fits-all” answer to the question of corporate political involvement. This is both unfortunate and inaccurate, for it undermines the construction of a positive path forward …

Towards A Nexus Of Virtue, Ronald J. Colombo

Ronald J Colombo

Corporate law, like all law, should be directed toward the common good. The common good requires that corporate activity be restrained, if not actively directed, by human virtue. An analysis of the corporate enterprise suggests that those corporate actors with the greatest stake in the exercise of virtue, and best positioned to influence corporate activity via the exercise of virtuous judgment, are the corporation’s officers. Thus, one of the primary objectives of corporate law should be the promotion of virtue among corporate officers.

Contrary to what some might assume, the promotion of virtue among corporate officers need not entail a …

Cooperation With Securities Fraud, Ronald J. Colombo

Ronald J Colombo

Secondary actors, such as lawyers, accountants, and bankers, are oftentimes critical players in securities fraud. The important question of their liability to private plaintiffs has been, and remains, one of considerable confusion. In Stoneridge Inv. Partners LLC v. Scientific-Atlanta, Inc., the U.S. Supreme Court could have, but failed to, dispel some of this confusion.

Contrary to the common understanding, Stoneridge did not foreclose liability on the part of secondary actors who manage to remain anonymous participants in securities fraud. Read carefully, Stoneridge instead held that proximity to fraud should drive the liability determination.

Although "proximity" is itself an indefinite concept, …

Ownership, Limited: Reconciling Traditional And Progressive Corporate Law Via An Aristotelian Understanding Of Ownership, Ronald J. Colombo

Ronald J Colombo

Concern over issues of corporate social responsibility and corporate governance persists, fueled, in large part, by recent (and ongoing) corporate scandals of one sort or another. The debate over the nature of the corporation – and, consequently, the proper role of directors, shareholders, and other stakeholders – plays an important role in the consideration of such concerns. If one conceptualizes the corporation as an entity owned by the shareholders, then one would probably be more likely to view directors as mere agents, tasked with maximizing the wealth of their principals (the shareholders). On the other hand, rejecting such a conceptualization …