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Loyalty Loses Ground To Market Freedom In The U.S. Supreme Court, Daniel Harris 2019 College of William & Mary Law School

Loyalty Loses Ground To Market Freedom In The U.S. Supreme Court, Daniel Harris

William & Mary Business Law Review

In the last decade, the U.S. Supreme Court has taken a much less moralistic and much more market-oriented approach to questions of fiduciary loyalty. In cases involving fiduciaries with conflicts of interest, the Court has shifted the burden of proof to the party claiming unfair treatment, thereby protecting deals and making loyalty harder to enforce. The Court has also struck down or narrowly construed laws designed to prevent disloyalty by fiduciaries on the theory that broad prohibitions on business conduct encroach on constitutionally protected freedoms.

This Article discusses how the Supreme Court’s new approach represents a departure from ...


Government Ownership Of Banks: A Curse Or A Blessing For The United States?, Yueh-Ping (Alex) Yang 2019 College of William & Mary Law School

Government Ownership Of Banks: A Curse Or A Blessing For The United States?, Yueh-Ping (Alex) Yang

William & Mary Business Law Review

During the Financial Crisis of 2007–2008, the Treasury injected an enormous amount of capital and held equity in 707 financial institutions to stabilize the U.S. financial system. The government’s large-scale ownership of banks alarmed the U.S. banking sector. The mainstream opinion in the United States strongly opposed this practice, mostly due to the distrust of the government and the fear that government intervention would jeopardize private shareholders’ interests. Later developments, including the Treasury’s quick exit from its holdings and the Dodd-Frank Act’s declaration of the end of bailouts, suggest that the U.S. government ...


Symposium Panel One: Does Corporate Decision Making Allow Room For Religious Values, Russell G. Pearce, Steven H. Resnicoff, Mark A. Sargent, W Bradley Wendel 2019 Selected Works

Symposium Panel One: Does Corporate Decision Making Allow Room For Religious Values, Russell G. Pearce, Steven H. Resnicoff, Mark A. Sargent, W Bradley Wendel

Steven Resnicoff

No abstract provided.


Jewish Law And Socially Responsible Corporate Conduct, Steven H. Resnicoff 2019 Selected Works

Jewish Law And Socially Responsible Corporate Conduct, Steven H. Resnicoff

Steven Resnicoff

No abstract provided.


Business Law Bulletin, Spring 2019, 2019 University of Maryland Francis King Carey School of Law

Business Law Bulletin, Spring 2019

Business Law Bulletin

No abstract provided.


Cybersecurity Oversight Liability, Benjamin P. Edwards 2019 University of Nevada, Las Vegas William S. Boyd School of Law

Cybersecurity Oversight Liability, Benjamin P. Edwards

Georgia State University Law Review

A changing cybersecurity environment now poses a significant corporate-governance challenge. Although some cybersecurity data breaches may be inevitable, courts now increasingly consider when a corporation’s officers and directors may be held liable on theories that they acted in bad faith and failed to adequately oversee the corporation’s affairs. This short essay reviews recent derivative decisions and encourages corporate boards to recognize that in an environment filled with increasing threats, a reasonable response will require devoting real resources and attention to cybersecurity issues.


Making Sustainability Disclosure Sustainable, Jill E. Fisch 2019 University of Pennsylvania Law School

Making Sustainability Disclosure Sustainable, Jill E. Fisch

Faculty Scholarship at Penn Law

Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.

This Article argues that claims about the relationship ...


What Corporate Veil?, Joshua C. Macey 2019 Cornell Law School

What Corporate Veil?, Joshua C. Macey

Michigan Law Review

Review of Adam Winkler's We the Corporations: How American Business Won Their Civil Rights.


Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin 2019 Allard School of Law at the University of British Columbia

Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin

Faculty Publications

Corporate social responsibility (CSR) is often understood as voluntary corporate behavior beyond legal compliance. The recent emergence of CSR legislation is challenging this typical understanding. A number of countries including China, Indonesia and India have expressly stated in corporate law that companies shall undertake CSR. The CSR law is controversial. Critics of CSR see the law as an unwise effort to challenge profit maximization as the only social responsibility of the corporation. Even CSR advocates welcome the CSR law with great caution. Given the vague statutory language of CSR, the practical application of the law places high demands on the ...


Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin 2019 Allard School of Law at the University of British Columbia

Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin

Faculty Publications

No abstract provided.


Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin 2019 Allard School of Law at the University of British Columbia

Say On Purpose: Lessons From Chinese Corporate Charters, Li-Wen Lin

Faculty Publications

No abstract provided.


Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield 2019 Boston College Law School

Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield

Kent Greenfield

This amicus curiae brief addresses a fundamental state-law premise of Appellants’ constitutional claims that has gone largely unexplored in the prior briefing: whether Arlene’s Flowers, a Washington for-profit corporation, may obtain an exemption from generally applicable laws based on the religious beliefs of a shareholder, Mrs. Stutzman. Citing the U.S. Supreme Court’s decisions in Burwell v. Hobby Lobby Stores and Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, Appellants assert that “Arlene’s free-exercise rights are synonymous with Mrs. Stutzman’s.” Those two cases, however, had nothing to do with Washington corporate law and took no stance ...


Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr. 2019 Radboud University Nijmegen

Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr.

Faculty Scholarship at Penn Law

This chapter explains several benefits of adopting transparent information technology systems for intermediated securities holding infrastructures. Such transparent systems could ameliorate various prevailing problems that confront existing tiered, intermediated holding systems, including those related to corporate actions (dividends, voting), claims against issuers and upper-tier intermediaries, loss sharing and set-off in insolvency proceedings, money laundering and terrorist financing, and privacy, data protection, and confidentiality. Moreover, transparent systems could improve the functions of intermediated holding systems even without changes in laws or regulations. They also could provide a catalyst for law reform and a roadmap for substantive content of reforms. Among potential ...


Democracy And Dysfunction: Rural Electric Cooperatives And The Surprising Persistence Of The Separation Of Ownership And Control, Randall S. Thomas, Debra C. Jeter, Harwell Wells 2019 Owen School of Management

Democracy And Dysfunction: Rural Electric Cooperatives And The Surprising Persistence Of The Separation Of Ownership And Control, Randall S. Thomas, Debra C. Jeter, Harwell Wells

Randall S. Thomas

Since the 1930s, corporate law scholarship has focused narrowly on the public corporation and the problem of the separation of ownership and control-a problem many now believe has been mitigated or even solved. With rare exceptions, scholars have paid far less heed to other business forms that still play important roles in the American economy. In this Article, we examine a significant and almost completely overlooked business form, the Rural Electric Cooperative (REC). RECs were founded in a moment of optimism during the New Deal. As with other cooperatives, their organizational rules differed sharply from those of for-profit corporations. They ...


Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes 2019 Washington and Lee University School of Law

Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes

Washington and Lee Journal of Civil Rights and Social Justice

High-profile data hacks are not uncommon. In fact, according to the Privacy Rights Clearinghouse, there have been at least 7,961 data breaches, exposing over 10,000,000,000 accounts in total, since 2005. These shocking numbers are not particularly surprising when taking into account the value of information stolen. For example, cell phone numbers, as exposed in a Yahoo! hack, are worth $10 a piece on the black market, meaning the hackers stood to make $30,000,000,000 from that one hack. That dollar amount does not even consider copies the hackers could make and later resell. Yet ...


From "Federalization" To "Mixed Goverance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh 2019 Emory University School of Law

From "Federalization" To "Mixed Goverance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh

Robert B. Ahdieh

No abstract provided.


Easing “[T]He Burden Of The Brutalized”: Applying Bystander Intervention Training To Corporate Conduct, Jena Martin 2019 The Catholic University of America, Columbus School of Law

Easing “[T]He Burden Of The Brutalized”: Applying Bystander Intervention Training To Corporate Conduct, Jena Martin

Catholic University Law Review

The last few years have borne witness to a shift regarding how to address issues of oppression and social injustice. Across many different advocacy points—from police brutality to sexual violence—there seems to be a consensus that simply engaging the oppressor or the victim is not enough to effect real social change. The consensus itself is not new: it has been at the heart of many social justice movements over the years. However, what is new is the explicit evocation of the bystander within this framework. Too often, in conversations on conflicts generally (and negative human rights impact specifically ...


Law School News: Introducing The Joint Jd/Mba Degree 03/07/2019, Edward Fitzpatrick 2019 Roger Williams University

Law School News: Introducing The Joint Jd/Mba Degree 03/07/2019, Edward Fitzpatrick

Life of the Law School (1993- )

No abstract provided.


Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield 2019 Boston College Law School

Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield

Boston College Law School Faculty Papers

This amicus curiae brief addresses a fundamental state-law premise of Appellants’ constitutional claims that has gone largely unexplored in the prior briefing: whether Arlene’s Flowers, a Washington for-profit corporation, may obtain an exemption from generally applicable laws based on the religious beliefs of a shareholder, Mrs. Stutzman. Citing the U.S. Supreme Court’s decisions in Burwell v. Hobby Lobby Stores and Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, Appellants assert that “Arlene’s free-exercise rights are synonymous with Mrs. Stutzman’s.” Those two cases, however, had nothing to do with Washington corporate law and took no stance ...


Shareholder Collaboration, Jill E. Fisch, Simone M. Sepe 2019 University of Pennsylvania Law School

Shareholder Collaboration, Jill E. Fisch, Simone M. Sepe

Faculty Scholarship at Penn Law

Two models dominate the debate on the theory of the firm. Under the management-power model, decision-making power exclusively belongs to corporate insiders (officers and directors). The competing shareholder-power model contemplates increasing shareholder power to limit managerial authority. Both models are focused on managerial agency costs and address the appropriate allocation of power between insiders and shareholders to minimize these costs. Both models also assume that insiders and shareholders are engaged in a competitive struggle for corporate power.

Corporate practice has moved on, however. Increasingly, the insider-shareholder dynamic is collaborative, not competitive. This Article traces the development of insider-shareholder collaboration and ...


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