Topic
Corporate Governance
Posts
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ArticleVol. 91 · Iss. 2
Intruders in the Boardroom: The Case of Constituency Directors
Under current fiduciary rules, directors who fail to maintain an undivided loyalty to common shareholders are essentially “intruders,” exposed to shareholder retribution and liability…
Simone M. Sepe -
ArticleVol. 97 · Iss. 1
Re-Imagining the Business Trust as a Sustainable Business Form
An important policy debate has emerged in the United States concerning how business should evolve to encapsulate more fully the burgeoning sustainability-conscious management paradigm.…
Lee-Ford Tritt & Ryan Scott Teschner -
ArticleVol. 98 · Iss. 6
A General Defense of Information Fiduciaries
Countless high-profile abuses of user data by leading technology companies have raised a basic question: should firms that traffic in user data be held legally responsible…
Andrew F. Tuch -
ArticleVol. 98 · Iss. 6
A Response to Calls for SEC-Mandated ESG Disclosure
This Article responds to recent proposals calling for the SEC to adopt a mandatory ESG-disclosure framework. It illustrates how the breadth and vagueness of these proposals…
Amanda M. Rose -
ArticleVol. 98 · Iss. 6
My Creditor’s Keeper: Escalation of Commitment and Custodial Fiduciary Duties in the Vicinity of Insolvency
Fiduciary duties in the vicinity of insolvency form a notoriously murky area where legal space warps. Courts openly acknowledge that it is difficult to identify its…
Amir N. Licht -
ArticleVol. 98 · Iss. 6
Whistleblowers: Implications for Corporate Governance
Whistleblowers are not among the actors who populate academic accounts of corporate governance. Nor are whistleblowers visible in formal governance frameworks consisting of legal…
Deborah A. DeMott -
ArticleVol. 98 · Iss. 6
A New Caremark Era: Causes and Consequences
What role does corporate law play in holding directors accountable for compliance failures? Until recently, the answer has been “very little.” The prevalent standard for director…
Roy Shapira -
ArticleVol. 98 · Iss. 6
The Rise of International Corporate Law
Comparative corporate governance has focused either on prevailing differences across legal systems or on spontaneous legal transplants of foreign institutions in response to global competition. This…
Mariana Pargendler -
ArticleVol. 98 · Iss. 6
Delaware’s Fiduciary Imagination: Going-Privates and Lord Eldon’s Reprise
What does it mean to be a fiduciary and does it really matter whether the law labels a person a fiduciary or not? Until…
David Kershaw -
ArticleVol. 98 · Iss. 6
Stop Blaming Milton Friedman!
A 1970 New York Times essay on corporate social responsibility by Milton Friedman is often said to have launched a shareholder-focused reorientation of managerial priorities in…
Brian R. Cheffins -
NoteVol. 90 · Iss. 4
Tossing the Red Flag: Official (Judicial) Review and Shareholder-Fan Activism in the Context of Publicly Traded Sports Teams
For some, it comes after their team squanders away a fourth quarter lead in the playoffs, engages in a hasty trade, or makes an…
Zachary A. Greenberg -
ArticleVol. 89 · Iss. 5
Corporate Social Responsibility After Disaster
In recent years, corporations have devoted substantial resources to disaster relief worldwide. For instance, Wal-Mart garnered favorable attention for its contributions in New Orleans…
Susan S. Kuo & Benjamin Means