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On The Value Of History: A Review Of A.C. Pritchard & Robert B. Thompson’S A History Of Securities Law In The Supreme Court, Joel Seligman

Seattle University Law Review

A.C. Pritchard and Bob Thompson have written a splendid history of securities law decisions in the Supreme Court. Their book is exemplary because of its detailed use of the long unpublished papers of Supreme Court justices, including those of Harry Blackmun, William O. Douglas, Felix Frankfurter and Lewis F. Powell, primary sources which included correspondence with other Justices and law clerks as well as interviews with law clerks. The use of these primary sources recounted throughout the text and 67 pages of End Notes deepens our understanding of the intentions of the Justices and sharpens our understanding of the conflicts …

Securities Regulation And Administrative Deference In The Roberts Court, Eric C. Chaffee

Seattle University Law Review

In A History of Securities Law in the Supreme Court, A.C. Pritchard and Robert B. Thompson write, “Securities law offers an illuminating window into the Supreme Court’s administrative law jurisprudence over the last century. The securities cases provide one of the most accessible illustrations of key transitions of American law.” A main reason for this is that the U.S. Securities and Exchange Commission (SEC) is a bellwether among administrative agencies, and as a result, A History of Securities Law in the Supreme Court is a history of administrative law in the Supreme Court of the United States as well.

The Esg Information System, Stavros Gadinis, Amelia Miazad

Seattle University Law Review

The mounting focus on ESG has forced internal corporate decision-making into the spotlight. Investors are eager to support companies in innovative “green” technologies and scrutinize companies’ transition plans. Activists are targeting boards whose decisions appear too timid or insufficiently explained. Consumers and employees are incorporating companies sustainability credentials in their purchasing and employment decisions. These actors are asking companies for better information, higher quality reports, and granular data. In response, companies are producing lengthy sustainability reports, adopting ambitious purpose statements, and touting their sustainability credentials. Understandably, concerns about greenwashing and accountability abound, and policymakers are preparing for action.

In this …

Stakeholder Governance On The Ground (And In The Sky), Stephen Johnson, Frank Partnoy

Seattle University Law Review

Professor Frank Partnoy: This is a marvelous gathering, and it is all due to Chuck O’Kelley and the special gentleness, openness, and creativity that he brings to this symposium. For more than a decade, he has been open to new and creative ways to discuss important issues surrounding business law and Adolf Berle’s legacy. We also are grateful to Dorothy Lund for co-organizing this gathering.

In introducing Stephen Johnson, I am reminded of a previous Berle, where Chuck allowed me some time to present the initial thoughts that led to my book, WAIT: The Art and Science of Delay. Part …

The Structure Of Corporate Law Revolutions, William Savitt

Seattle University Law Review

Since, call it 1970, corporate law has operated under a dominant conception of governance that identifies profit-maximization for stockholder benefit as the purpose of the corporation. Milton Friedman’s essay The Social Responsibility of Business is to Increase Its Profits, published in September of that year, provides a handy, if admittedly imprecise, marker for the coronation of the shareholder-primacy paradigm. In the decades that followed, corporate law scholars pursued an ever-narrowing research agenda with the purpose and effect of confirming the shareholder-primacy paradigm. Corporate jurisprudence followed a similar path, slowly at first and later accelerating, to discover in the precedents and …

Stakeholder Capitalism’S Greatest Challenge: Reshaping A Public Consensus To Govern A Global Economy, Leo E. Strine Jr., Michael Klain

Seattle University Law Review

The Berle XIV: Developing a 21st Century Corporate Governance Model Conference asks whether there is a viable 21st Century Stakeholder Governance model. In our conference keynote article, we argue that to answer that question yes requires restoring—to use Berle’s term—a “public consensus” throughout the global economy in favor of the balanced model of New Deal capitalism, within which corporations could operate in a way good for all their stakeholders and society, that Berle himself supported.

The world now faces problems caused in large part by the enormous international power of corporations and the institutional investors who dominate their governance. These …

Delegated Corporate Voting And The Deliberative Franchise, Sarah C. Haan

Seattle University Law Review

Starting in the 1930s with the earliest version of the proxy rules, the Securities and Exchange Commission (SEC) has gradually increased the proportion of “instructed” votes on the shareholder’s proxy card until, for the first time in 2022, it required a fully instructed proxy card. This evolution effectively shifted the exercise of the shareholder’s vote from the shareholders’ meeting to the vote delegation that occurs when the share-holder fills out the proxy card. The point in the electoral process when the binding voting choice is communicated is now the execution of the proxy card (assuming the shareholder completes the card …

Robo-Voting: Does Delegated Proxy Voting Pose A Challenge For Shareholder Democracy?, John Matsusaka, Chong Shu

Seattle University Law Review

Robo-voting is the practice by an investment fund of mechanically voting in corporate elections according to the advice of its proxy advisor— in effect fully delegating its voting decision to its advisor. We examined over 65 million votes cast during the period 2008–2021 by 14,582 mutual funds to describe and quantify the prevalence of robo-voting. Overall, 33% of mutual funds robo-voted in 2021: 22% with ISS, 4% with Glass Lewis, and six percent with the recommendations of the issuer’s management. The fraction of funds that robo-voted increased until around 2013 and then stabilized at the current level. Despite the sizable …

The Risks To Refugee Law Of Humanitarian Responses To Flight From Ukraine, Catherine Dauvergne

All Faculty Publications

The invasion of Ukraine that began in February 2022 provoked an enormous exodus of people fleeing to safety by crossing Ukrainian borders into neighbouring states to seek refuge. The United Nations High Commissioner for Refugees (UNHCR) reported that as of mid-May 2023 more than eight million people had fled the conflict in Ukraine and crossed a border into another European state, and more than five million of these people were registered for temporary protection of some sort. Many of these people were warmly welcomed, and further-flung states raised their hands to provide assistance and refuge as well. Support for these …

Capitalism Stakeholderism, Christina Parajon Skinner

Seattle University Law Review

Today’s corporate governance debates are replete with discussion of how best to operationalize so-called stakeholder capitalism—that is, a version of capitalism that considers the interests of employees, communities, suppliers, and the environment alongside (if not before) a company’s shareholders. So much focus has been dedicated to the question of capitalism’s reform that few have questioned a key underlying premise of stakeholder capitalism: that is, that competitive capitalism does not serve these various constituencies and groups. This Essay presents a different view and argues that capitalism is, in fact, the ultimate form of stakeholderism. As such, the Essay urges that the …

Environmental War, Climate Security, And The Russia-Ukraine Crisis, Mark P. Nevitt

Faculty Articles

This Article addresses the Russia-Ukraine conflict’s broad implications for energy security, climate security, and environment protections during wartime. I assert that in the short-term the Russian-Ukraine war is poised to hinder much-needed international climate progress. It will stymie international decarbonization efforts and cause greater uncertainty in other climate-destabilized parts of the world, such as the Arctic. While Russia has become a pariah in the eyes of the United States and other Western nations, it has forged new partnerships and capitalized on new, lucrative energy markets outside the West and Global South. But in the long term, the global renewable energy …

She Speaks For Millions: The Emergence Of Female Diplomatic Voices In The Russo-Ukrainian War, Amber Brittain-Hale

Education Division Scholarship

This research critically investigates the public diplomacy strategies deployed by a cohort of influential female European leaders on Twitter during the Russo-Ukrainian War of 2022-2023. The study comprises eight leaders - Kallas (Estonia), Marin (Finland), von der Leyen (President of the European Commission), Metsola (President of the European Parliament), Sandu (Moldova), Simonyte (Lithuania), Zourabichvili (Georgia), and Meloni (Italy) - representing millions of constituents. By mirroring the analytical attention given to Ukraine's President, Volodymyr Zelenskyy, this study scrutinizes the distinct approaches and dif erences in emotional, cognitive, and structural language use between these influential female figures and President Zelenskyy in their …

War & Ip, Peter K. Yu

Faculty Scholarship

On February 24, 2022, war broke out between Russia and Ukraine, sparking concerns among government leaders, intergovernmental bodies and the public at large. A month later, the Russian government issued Decree 299, which reduced to zero the royalty rate for national security-based compulsory licenses to intellectual property rights held by individuals or entities originating from the United States or other "unfriendly" nations. Meanwhile, the United States and other members of the international community imposed sanctions on Russia, raising questions about whether those sanctions would prevent U.S. companies and individuals from engaging with Russian intellectual property agencies. Many multinational corporations also …

War Powers Reform: A Skeptical View, Matthew C. Waxman

Faculty Scholarship

Debates about war powers focus too much on legal checks and on the President’s power to start wars. Congressional checks before and during crises work better than many reform-ists suppose, and there are ways to improve Congress’s political checking without substantial legal reform.

When Commanders Decide: Military Prosecutorial Decision-Making In Sexual Assault Cases, Chris Cox

Scholarly Works

Congress enacted legislation that went into effect in 2023, which transferred prosecutorial decision-making for serious cases, including sexual assault, from Commanders to military lawyers. While there is some research on the military’s criminal justice system that supports shifting the decision-making to military lawyers, there is a large body of research that suggests lawyers, too, suffer from similar impediments when handling decision-making for sexual assault cases. In the wake of this new amendment, it is important to continue assessing how the change will impact case processing, by first clearly understanding what was happening when Commanders had complete authority. This article explores …

From The Editor In Chief, Antulio J. Echevarria Ii

The US Army War College Quarterly: Parameters

Welcome to the Winter 2023–24 issue of Parameters. This issue opens with two In Focus commentaries offering observations from the Russia-Ukraine War, two forums addressing deterrence and strategic influence, and the inaugural Director’s Corner for the China Landpower Studies Center (CLSC).

Parameters Winter 2023-24 Full Issue, Usawc Press

The US Army War College Quarterly: Parameters

No abstract provided.

Introduction To The China Landpower Studies Center, Richard D. Butler

The US Army War College Quarterly: Parameters

Welcome to the Director’s Corner for the China Landpower Studies Center (CLSC). This will be a regular feature in Parameters that will discuss critical military and security issues related to China, the Chinese Communist Party (CCP), and the People’s Liberation Army (PLA). It will also highlight the Center’s research agenda and key activities. My objective in this first installment is to outline the purpose, organization, capabilities, research agenda, and expected products of the Center.

The Lessons Of 9/11 For October 7, Mary Ellen O'Connell

NDLS in the News

October 7 is being called Israel’s 9/11. The comparison is apt for the lessons that can be learned as to the legality of launching a ground offensive to respond to terrorism.

Fertile Ground For Violent Extremists: A New Framework To Protect Military Servicemembers And Their Civil Liberties, Sarah Armstrong

Fordham Law Voting Rights and Democracy Forum

Veterans and active-duty members of the armed forces are popular and vulnerable targets for recruitment by alt-right and violent white extremist (“VWE”) groups. As the United States government attempts to deal with an influx of violent hate groups throughout the country, both in the civilian and military context, it must respect the civil liberties of those investigated. This is critical because prosecutors often sweep with a broad brush when investigating resistance movements, and protestors of color and from marginalized backgrounds are disproportionately targeted. Further, on a constitutional level, every American has fundamental rights that cannot be abridged. Therefore, when dealing …