Volume 98

  • 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…

  • 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…

  • 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…

  • 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…

  • 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…

  • 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…

  • 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…

  • 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…

  • ArticleVol. 98 · Iss. 5

    Negative-Value Property

    Ownership is commonly regarded as a powerful tool for environmental protection and an essential solution to the tragedy of the commons. But conventional property analysis downplays…

  • ArticleVol. 98 · Iss. 5

    Drugs, Patents, and Well-Being

    The ultimate end of patent law should be to spur innovations that improve human welfare—innovations that make people better off. But firms will only invest resources…

  • ArticleVol. 98 · Iss. 5

    Pleading the Fifth in Immigration Court: A Regulatory Proposal

    Protections of noncitizens’ rights in immigration removal proceedings have remained minimal even as immigration enforcement has exponentially increased. An overlooked, but commonplace, problem in immigration court is…

  • CommentaryVol. 98 · Iss. 5

    Period Poverty in a Pandemic: Harnessing Law to Achieve Menstrual Equity

    Period poverty is not new, but it has become more visible during the COVID-19 crisis. Worldwide, menstruation has long caused marginalization and vulnerability for many. The…