The Esg Information System, 2024 Seattle University School of Law
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), 2024 Seattle University School of Law
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, 2024 Seattle University School of Law
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, 2024 Seattle University School of Law
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, 2024 Seattle University School of Law
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?, 2024 Seattle University School of Law
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 …
Keep Charitable Oversight In The Irs, 2024 University of Pittsburgh School of Law
Keep Charitable Oversight In The Irs, Philip Hackney
Articles
Critics are increasingly calling for Congress to remove charity regulation from the IRS. The critics are wrong. Congress should maintain charity regulation in the IRS. What is at stake is balancing power between the state, charity as civil society, and the economic order. In a well-balanced democracy, civil society maintains its independence from the state and the economic order. Removing charitable jurisdiction from the IRS would blind the IRS to dollars placed in charitable solution increasing tax and political shelters and wealthy dominance of charities as civil society. A new agency without understanding of, or jurisdiction over, tax cannot act …
Capitalism Stakeholderism, 2024 Seattle University School of Law
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 …
The Federal Question Jurisdiction Under Article Iii: “First In The Minds Of The Framers,” But Today, Perhaps, Falling Short Of The Framers’ Expectations, 2024 University of Pittsburgh School of Law
The Federal Question Jurisdiction Under Article Iii: “First In The Minds Of The Framers,” But Today, Perhaps, Falling Short Of The Framers’ Expectations, Arthur D. Hellman
Articles
As Chief Justice Marshall explained, “the primary motive” for creating a “judicial department” for the new national government was “the desire of having a [national] tribunal for the decision of all national questions.” Thus, although Article III of the Constitution lists nine kinds of “Cases” and “Controversies” to which the “judicial Power” of the United States “shall extend,” “the objects which stood first in the minds of the framers” were the cases “arising under” the Constitution, laws, and treaties of the United States. Today we refer to this as the federal question jurisdiction.
Of all federal question cases, the Framers …
The School Of SharīʿA Judges: SharīʿA Courts’ Reform And Legal Modernization In Egypt (1907-1927), 2023 American University in Cairo
The School Of SharīʿA Judges: SharīʿA Courts’ Reform And Legal Modernization In Egypt (1907-1927), Yamen Nouh
Theses and Dissertations
This thesis studied the history of the school of sharīʿa judges (1907-1927) as an essential episode of the reform of Sharīʿa courts in Egypt in the early 20th century. The thesis studied the school in connection with the broader context of legal modernization of the Egyptian legal system. The study explored the institutional, pedagogical, and legal aspects of the reform that the school advocated. The study analyzed the impact of the school’s pedagogy on the practice of the Islamic judiciary and the theoretical conception of Sharīʿa. The study used a significant yet understudied historical source: the judicial press. A comparative …
Public Participation In The Constitution-Making Process: The Afghan Experiment, 2023 Brooklyn Law School
Public Participation In The Constitution-Making Process: The Afghan Experiment, Shamshad Pasarlay
Brooklyn Journal of International Law
This Article explores the public participation process conducted during the drafting of Afghanistan’s 2004 Constitution. It examines scores of questionnaires, public comments, written submissions and minutes of town hall meetings that the framers used to gather public opinion and input. The Article highlights that the makers of the 2004 Constitution of Afghanistan designed and implemented an extensive public participation process, but public opinion did not have a real impact on constitutional outcomes. Instead, the content of the constitution was settled by the political elites whose agreement was needed for constitutional ratification. Drawing on this case study, the paper suggests that …
The Gospel Of Federalism: How The Deification Of Political Ideology Impedes The United States’ Abortion Law Scheme, 2023 Brooklyn Law School
The Gospel Of Federalism: How The Deification Of Political Ideology Impedes The United States’ Abortion Law Scheme, Nicole Jakobson
Brooklyn Journal of International Law
In 2022, the United States Supreme Court decided Dobbs v. Jackson Women’s Health Organization, which ended the federal abortion protection established under Roe v. Wade. The Court reasoned that abortion restriction is properly regulated by state governments, and thus a federal abortion law scheme is unconstitutional. In substance, the Court was safeguarding the enduring political and legal principle of federalism. This Note draws a comparison between the United States’ treatment of federalism and foreign jurisdictions’ treatment of religion within the context of abortion. This Note argues that the United States’ preoccupation with federalism is analogous to appeals to religion in …
Prefatory Matter, 2023 University of Richmond
Letter From The Editor, 2023 University of Richmond
Letter From The Editor, Courtney Squires
Richmond Public Interest Law Review
No abstract provided.
Building A Recovery Ecosystem For The Catawba Region, 2023 University of Richmond
Building A Recovery Ecosystem For The Catawba Region, Mary Beth Dunkenberger, David Moore, Lara Nagle, Sam Rasoul
Richmond Public Interest Law Review
The opioid and addiction crisis has become a defining characteristic of
21st century America, profoundly affecting the Commonwealth of Virginia in
terms of lives lost, families devastated, communities compromised, and
economic and opportunity costs at multiple levels. This scenario originated
with a rapid increase in opioid prescriptions issued to patients by health care
providers for various pain diagnoses during the 1990s and into the early
2000s. Despite early warnings that the new opioid formulations were far
more addictive than indicated by faulty research trials and marketing claims,
treating pain as the “fifth vital sign” became a widespread practice as a …
The Way Forward: A Review Of Virginia’S 2023 Regular General Assembly Session, 2023 University of Richmond
The Way Forward: A Review Of Virginia’S 2023 Regular General Assembly Session, Benjamin Raab, Mariam Rasooli
Richmond Public Interest Law Review
The 2023 General Assembly Session can best be defined by the success of
bipartisanship. In an era of heightened polarization, Virginia legislators
were able to meet across the aisle on a number of relevant issues. This article
will provide a summary of key bills that were passed during the 2023 Regular
and Special Sessions. The other articles within this issue touch upon the
following topics: the Virginia Commission on School Construction and
Modernization, family law, and the opioid and addiction crises. This article
summarizes legislation passed with bipartisan support in the areas of: drugs,
mental healthcare, labor and commerce, public …
Woulda, Coulda, Shoulda: How Virginia’S Everchanging Politics Creates (Missed) Opportunities For Major Policy Decisions, 2023 University of Richmond
Woulda, Coulda, Shoulda: How Virginia’S Everchanging Politics Creates (Missed) Opportunities For Major Policy Decisions, Carlos Hopkins, Abigail Thompson
Richmond Public Interest Law Review
Benjamin Franklin may have been discussing the new United States
Constitution when he penned this note to his friend, French scientist Jean-
Baptiste Le Roy, but he could easily have been referring to politics in
Virginia. Virginia House of Delegates members and members of the
Congressional House of Representatives serve two-year terms. Members of
the Virginia Senate serve four-year terms. United States Senators serve sixyear
terms. And the Governor, Lieutenant Governor and Attorney General
all serve four-year terms with only the Governor constitutionally limited to a
single four-year term. With all of these terms being staggered across the
various offices, …
Family Time: A Selection Of Bills From The Virginia 2023 Legislative Session Relating To Family, Intimate Partner Violence, And Child Welfare, 2023 University of Richmond
Family Time: A Selection Of Bills From The Virginia 2023 Legislative Session Relating To Family, Intimate Partner Violence, And Child Welfare, Valerie L'Herrou
Richmond Public Interest Law Review
In 2023, the Commonwealth of Virginia was forced to operate without a
finalized state budget following the adjournment of the regular session of its
legislative body. The Commonwealth waited (luckily without bated breath)
for its “caboose” budget for the 2023–2024 budget cycle for nearly six
months after the General Assembly adjourned sine die, which it did on its
normal date for a “short” (odd-numbered) year on February 25, 2023.
However, most other actions taken by the Virginia General Assembly during
its 2023 session did go into effect on July 1, 2023, as usual. These include a
number of bills that …
The Success Of Establishing Legislative Commissions To Address Complex And Critical Needs: Examining The Early Recommendations And Outcomes Of The Commission On School Construction And Modernization, 2023 University of Richmond
The Success Of Establishing Legislative Commissions To Address Complex And Critical Needs: Examining The Early Recommendations And Outcomes Of The Commission On School Construction And Modernization, Matthew P. Stanley
Richmond Public Interest Law Review
The 2020 creation of the Virginia Commission on School Construction and
Modernization proved to be a pivotal moment in addressing the longstanding
issue of school construction and modernization in the state. With
$1.25 billion in new resources allocated for school divisions in 2022,
including an increased Literary Fund and a flexible formula-based grant,
legislators took decisive action to support school infrastructure. The creation
of the School Construction Fund and School Construction Assistance
Program, with ongoing funding provided through taxes on casino revenues,
marked a significant step forward in providing ongoing resources for school
projects.
Despite several successful legislative outcomes, some …
Table Of Contents, 2023 DePaul University
Table Of Contents, Mecca Wilkinson
DePaul Journal for Social Justice
No abstract provided.